SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 5, 2012 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....

Exhibit 4

Deal CUSIP 481113GAA5

Revolving Loan Facility CUSIP 00000XXX0

Term Loan Facility CUSIP 00000XXX0

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 5, 2012

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,

SUNTRUST BANK,

as Co-Syndication Agent,

BANK OF AMERICA, N.A.,

as Co-Syndication Agent,

and

U.S. BANK NATIONAL ASSOCIATION,

SUNTRUST XXXXXXXX XXXXXXXX, INC.,

AND

XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,

as Joint Lead Arrangers and Joint Book Runners

TABLE OF CONTENTS

(continued)

			Page

ARTICLE 1 DEFINITIONS			1

		Definitions	1
		Other Definitional Provisions	26
		Accounting Terms and Determinations	27

ARTICLE 2 CREDIT FACILITIES			28

		Loans	28
		Swing Line Loans	30
		Increase of Commitments; Additional Lenders	31

ARTICLE 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES			34

		Default Rate	34
		Extension and Conversion	34
		Reductions in Commitments and Prepayments	35
		Fees	36
		Capital Adequacy	37
		Inability To Determine Interest Rate	38
		Illegality	38
		Requirements of Law	38
		Taxes	40
		Indemnity	41
		Pro Rata Treatment	42
		Sharing of Payments	43
		Place and Manner of Payments	43
	3.14	[Reserved]	44
		Transfers at Borrower’s Request	44
		Effect of Amendment and Restatement; Departing Lenders	45
	3.17	Defaulting Lenders.	45

ARTICLE 4 GUARANTY			48

		The Guaranty	48
		Obligations Unconditional	49
		Reinstatement	50
		Certain Additional Waivers	50
		Remedies	50
		Continuing Guarantee	50

ARTICLE 5 CONDITIONS			50

		Conditions to Closing Date	50
		Conditions to All Loans	53

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(continued)

			Page

	5.3	Conditions to Term Loans.	53

ARTICLE 6 REPRESENTATIONS AND WARRANTIES			54

		Financial Statements	55
		Ownership of Properties; Liens and Encumbrances	55
		Corporate Existence; Compliance with Law	55
		Corporate Power; Authorization; Enforceable Obligations	56
		No Legal Bar; No Default	56
		No Material Litigation	56
		Investment Company Act	56
		Federal Regulations	56
		ERISA	57
		Environmental Matters	57
		Use of Proceeds	58
		Subsidiaries	58
		Taxes	58
		Solvency	58
		Accuracy of Information	59
		Amendments to Schedule 6.12 and Schedule 6.17	59
		Station Licenses	59
		FCC Rules and Regulations	59
		OFAC	60
		USA Patriot Act, etc.	60

ARTICLE 7 AFFIRMATIVE COVENANTS			61

		Annual Financial Statement	61
		Interim Financial Statements	61
		Payment of Obligations	62
		Conduct of Business and Maintenance of Existence	62
		Maintenance of Property; Insurance	63
		Inspection of Property; Books and Records; Discussions	63
		Notices	63
		Environmental Laws	64
		Financial Covenants	65
		Additional Subsidiary Guarantors; Release of Guarantors	65
		Station Licenses	66
		FCC Filings	66
	7.13	Further Assurances Regarding Collateral.	66
	7.14	NewsChannel 5 Network Acquisition	66

ARTICLE 8 NEGATIVE COVENANTS			67

TABLE OF CONTENTS

(continued)

Page

		Indebtedness	67
		Liens	68
		Nature of Business	68
		Consolidation, Merger, Sale or Purchase of Assets, etc.	68
		Hedging Agreements	69
		Guarantee Obligations	69
		Transactions with Affiliates	69
		Ownership of Subsidiaries	69
		Fiscal Year	69
		Dividends	69

ARTICLE 9 EVENTS OF DEFAULT			70

ARTICLE 10 AGENCY PROVISIONS			73

		Appointment	73
		Delegation of Duties	74
		Exculpatory Provisions	74
		Reliance on Communications	74
		Notice of Default	75
		Non-Reliance on Agent and Other Lenders	75
		Indemnification	75
		Agent in its Individual Capacity	76
		Successor Agent	76
		Joint Lead Arrangers, Co-Syndication Agent, Co-Documentation Agent, and Joint Book Runners	76
	10.11	Secured Obligations.	77

ARTICLE 11 MISCELLANEOUS			79

		Amendments, Waivers	79
		Notices	79
		No Waiver; Cumulative Remedies	81
		Survival of Representations and Warranties	81
		Payment of Expenses and Taxes	81
		Successors and Assigns; Participations; Purchasing Lenders	82
		Set-off	85
		Confidentiality	86
		Table of Contents and Section Headings	86
		Counterparts	86
		Severability	86
		Integration	86
		Governing Law	86
		Government Approval	86

iii

TABLE OF CONTENTS

(continued)

Page

		Consent to Jurisdiction and Venue	87
		Acknowledgements	87
		Waivers of Jury Trial	88
		Limitation of Liability	88

TABLE OF CONTENTS

(continued)

		Page


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 8.1	Permitted Indebtedness

Schedule 8.2	Permitted Liens

Schedule 8.7	Transactions with Affiliates

Schedule 11.2	Schedule of Lenders



Exhibits

Exhibit 1.1	Security Agreement

Exhibit 2.1(b)(i)	Form of Notice of Borrowing

Exhibit 2.1(e)-1	Form of Revolving Note

Exhibit 2.1(e)-2	Form of Term Loan Note

Exhibit 3.2	Form of Notice of Extension/Conversion

Exhibit 5.1(b)	List of Closing Documents

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

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 5, 2012 (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 Co-Syndication Agent, and BANK OF AMERICA, N.A., as a Lender and as Co-Syndication 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 Amended and Restated Credit Agreement dated as of December 2, 2005 (as amended prior to the date hereof, the “Existing Credit Agreement”), pursuant to which certain of the Lenders have made certain financial accommodations to Borrower;

WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreement; and

WHEREAS, the Lenders and any other parties necessary pursuant to Section 11.1 of the Existing Credit Agreement 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.

“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.

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

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with 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 Maximum Consolidated Funded Debt Ratio” means 3.75 to 1.00 unless the Borrower, by written notice to the Agent, has elected to increase such ratio to 4.25 to 1.00 in order to consummate a Permitted Acquisition; provided, that (i) no Default or Event of Default shall be outstanding immediately before or after such election is made and such Permitted Acquisition is consummated; (ii) such election shall be given effect for the four consecutive fiscal quarters beginning with the fiscal quarter in which such Permitted Acquisition is made; (iii) the Consolidated Funded Debt Ratio, giving pro forma effect to such Permitted Acquisition, may reasonably be expected to exceed 3.75 to 1.00 as of the end of the fiscal quarter during which such Permitted Acquisition is consummated; and (iv) the Borrower shall notify the Agent of such election at least two (2) Business Days prior to the consummation of the applicable Permitted Acquisition.

“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 Net 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”, (ii) Prime Rate Loans shall be the percentage set forth under the column “Applicable Percentage for Prime Rate Loans”, and (iii) the Unused Facility Fee in respect of Revolving Commitments 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 Net Debt Ratio as of the end of the latest fiscal quarter included in such financial information, 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 Closing Date. 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. As of the Closing Date, pricing level II is in effect. 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).

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“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved NewsChannel 5 Network Purchase Agreement” means the draft of the NewsChannel 5 Network Purchase Agreement labeled “Execution Version” and received by counsel to the Administrative Agent at 12:16 p.m. Central time on August 30, 2012 (including all annexes and exhibits attached thereto), together with the Seller Disclosure Schedule dated as of August 31, 2012 received by counsel to the Administrative Agent at 7:22 a.m. Central time on August 30, 2012, in each case without giving effect to any consents, amendments, or modifications that are materially adverse to the interests of the Lenders and the Administrative Agent (in their respective capacities as such) without the prior written consent of the Required Lenders (such consent not to be unreasonably withheld, conditioned or delayed).

“Audited Financial Statements” means the audited consolidated financial statements of the Borrower referred to in, and most recently delivered under, Section 7.1.

“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 on a consolidated basis 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.

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“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 capitalized 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 Xxxxx’x 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. An investment that satisfied one or more of the foregoing conditions at the time of the investment therein by the Borrower or any of its Subsidiaries shall continue to constitute a Cash Equivalent notwithstanding the failure to subsequently satisfy such conditions.

-4-

“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 December 5, 2012.

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

“Collateral” has the meaning set forth in the Security Agreement.

“Commitment” means, with respect to any Lender, the Revolving Commitment or Term Loan Commitment of such Lender.

“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.

-5-

“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.

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

“Consolidated EBITDA” means for any period, the aggregate of the sum of Consolidated EBIT plus Consolidated Depreciation plus Consolidated Amortization, determined in each case in accordance with GAAP. Except as expressly provided otherwise, the applicable period shall be for the four consecutive fiscal quarters ending as of the date of determination. With respect to any period during which an 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 financial statements (to be audited, if available) 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 (i) Consolidated Net Earnings plus (ii) Consolidated Interest Expense plus (iii) Provision for Income Taxes plus (iv) losses resulting from asset sales plus (v) non-cash costs, expenses, charges, losses and other items plus (vi) restructuring charges in an aggregate amount not to exceed $3,000,000 for any four fiscal quarters then ended plus (vii) write-offs of deferred financing costs minus (viii) Consolidated Interest Income and Dividends minus (ix) gains resulting from asset sales minus (x) non-cash gains, determined in each case in accordance with GAAP; provided, that no extraordinary gains or losses shall be included in any determination of Consolidated EBIT. Except as expressly provided otherwise, the applicable period shall be for the four consecutive fiscal 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.

“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.

-6-

“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 (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. The applicable period shall be for the four consecutive fiscal quarters ending as of the date of computation.

“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.

“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, the Security Agreement, all other documents pursuant to which a Credit Party grants a Lien or pursuant to which such Lien is perfected with respect thereto, 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 with respect to Commitments or Loans or other Secured Obligations (including the obligations to pay principal of and interest on the Loans, to pay all Fees in connection with Commitments and Loans, as well as fees payable to the Agent, and to pay certain expenses and the obligations arising in connection with various indemnities), whether 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.

“Daily Eurodollar Rate” means, with respect to a Swing Line Loan, the Eurodollar Rate for a one-month Interest Period determined by the Swing Line Lender (in accordance with the definition of Eurodollar Rate) each day such Swing Line Loan is outstanding.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

-7-

“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, subject to Section 3.17(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or waived, or (ii) pay to the Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Line Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Agent and the Borrower in form and substance satisfactory to it), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets (other than an Undisclosed Administration), including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.17(b)) upon delivery of written notice of such determination to the Borrower, the Swing Line Lender and each Lender.

-8-

“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.

“Domestic Subsidiary” has the meaning set forth in the Security Agreement.

“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).

“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 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 (other than pursuant to clause (iii) of the definition of “Prime 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.

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“Event of Default” is defined in Section 9.

“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.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Credit Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“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.

“Fee Letters” means each of the following: (i) fee letter, dated as of November 13, 2012, by and between the Borrower and U.S. Bank National Association; (ii) fee letter, dated as of November 13, 2012, by and between the Borrower, SunTrust Bank, and SunTrust Xxxxxxxx Xxxxxxxx, Inc., and (iii) fee letter, dated as of November 13, 2012, by and between the Borrower, Bank of America, N.A., and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated.

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

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s ratable share of outstanding Swing Line Loans made by the Swing Line Lender other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

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“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 Guarantee Obligations by such Person of Funded Debt of other Persons; provided, however, Funded Debt shall not include Capital Leases of such Person to the extent the aggregate principal portion of all Capital Lease Obligations of such Person is less than $1,000,000. Funded Debt shall include amounts payable 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.

“Grantor” has the meaning set forth in the Security Agreement.

“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.

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“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.

“Holders of Secured Obligations” has the meaning set forth in the Security Agreement.

“Hostile Acquisition” means (a) the acquisition of the equity interests of a Person through a tender offer or similar solicitation of the owners of such equity interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

“Indebtedness” means, of any Person at any date, without duplication (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services other than accrued liabilities and employee benefit obligations, (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all Capital Lease Obligations of such Person, (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 payment 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 payment obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (h) all Guarantee Obligations of such Person in respect of Indebtedness (without duplication in respect of the Indebtedness being guaranteed), (i) all obligations of such Person in respect of Hedging Agreements, (j) the maximum available 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 prior to or within six months after the Revolving Termination Date and the Term Loan Termination 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 (other than accrued liabilities and employee benefits obligations), 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 (w) defeased indebtedness, (x) trade payables (including obligations under letters of credit and bankers’ acceptances issued with respect to 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 Xxxx-to-Market Exposure of such Hedging Agreement.

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“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-hundredth (1/100) of one percent) of the offered rates for deposits in U.S. dollars for the applicable Interest Period which appear on Reuters Screen LIBOR01 (or such other page on which the appropriate information may be displayed, including any successor or substitute therefor), 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-hundredth (1/100) 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.

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“Interest Payment Date” means (a) as to any Prime Rate Loan, the last day of each month, the Revolving Termination Date, and the Term Loan Termination Date, as applicable, (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 (or any other period available and acceptable to all Lenders), 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 (or any other period available and acceptable to all Lenders), 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 or the Term Loan Termination Date shall end on the Revolving Termination Date or the Term Loan Termination Date, as applicable; and

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(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 or otherwise 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 a filing for precautionary purposes made with respect to a true lease or other true bailment.

“Loan” means a Revolving Loan, a Term 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 (excluding, however, changes or effects applicable specifically to the Borrower and/or its Subsidiaries as disclosed in any Annual Report on Form 10-K, Current Report on Form 8-K, or Quarterly Report on Form 10-Q filed with or furnished to the Securities and Exchange Commission, and publicly available to the Lenders at no charge, prior to the Closing Date), (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 against the Credit Parties or the rights or remedies of the Agent or the Lenders hereunder or thereunder against the Credit Parties.

“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.

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“Moody’s” means Xxxxx’x 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 Cash Proceeds” means:

(a) with respect to any Prepayment Event under clause (i) or (ii) of the definition thereof, the aggregate cash proceeds (including cash proceeds received by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received) received by any Credit Party from any non-Affiliate pursuant to such Prepayment Event, net of (i) the direct costs relating to such Prepayment Event (including sales commissions and legal, accounting and investment banking fees), (ii) taxes paid or reasonably estimated by Borrower to be payable as a result thereof (including taxes that are or would be payable upon repatriation of such proceeds to the United States), (iii) amounts required to be applied to the repayment of any Indebtedness secured by a Lien on the asset subject to such Prepayment Event (other than Indebtedness hereunder), (iv) the amount of any reserve established in accordance with GAAP in respect of (x) the value of the asset subject to such Prepayment Event or (y) liabilities associated with such asset that are retained by any Credit Party, including pension and post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations, and (v) proceeds that the Borrower specifies in writing at the time of such Prepayment Event will be (and in fact are), within 270 days after such Prepayment Event, either (x) reinvested by the Borrower or any of its Subsidiaries (A) in revenue-producing (whether directly or indirectly) assets or (B) in the case of any real estate subject to a Prepayment Event, in fixed assets useful in the business of the Borrower or any of its Subsidiaries or (y) applied towards the purchase price of a Permitted Acquisition; and

(b) with respect to any Prepayment Event under clause (iii) of the definition thereof, the aggregate cash proceeds received by any Credit Party pursuant to such issuance, net of (i) the direct costs relating to such issuance (including sales and underwriter’s discounts and commissions and legal, accounting and investment banking fees) and (ii) to the extent applicable, deductions in respect of taxes that are or would be payable upon repatriation of such proceeds to the United States.

“Net Debt Cash Amount” means, for any date of determination, the Borrower’s and its Subsidiaries’ unrestricted cash and Cash Equivalents located in the United States that are free and clear of all Liens, other than those in favor of the Agent and those Liens described in clauses (iii) and (vii) of the definition of Permitted Liens, in excess of $10,000,000.

“Net Debt Ratio” means, as of the last day of any fiscal quarter, the ratio of (x) the excess of Consolidated Funded Debt on such day over the Net Debt Cash Amount on such day to (y) Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day.

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“Net Xxxx-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 terminating 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 terminating such Hedging Agreement as of the date of determination (assuming such Hedging Agreement were to be terminated as of that date).

“NewsChannel 5 Network Acquisition” means Journal Broadcast Group, Inc.’s purchase of all of the equity interests of NewsChannel 5 Network, LLC.

“NewsChannel 5 Network Purchase Agreement” means the Purchase Agreement, dated as of August 31, 2012, by and among Landmark Television, LLC, Landmark Media Enterprises, LLC, Journal Broadcast Group, Inc., Journal Broadcast Corporation, and Journal Communications, Inc.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“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 and/or the Term Loan 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.

“Operating Lease” means any lease of property (other than a Capital Lease) by a Person as lessee which has an original term (including any required renewals and any renewals effective at the option of the lessor) of one year or more.

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

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

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“Permitted Acquisition” means any acquisition (whether by purchase, merger, amalgamation, consolidation or otherwise but excluding in any event a Hostile Acquisition) or series of related acquisitions by any Credit Party or any of its Subsidiaries of (i) all or substantially all the assets of or (ii) all or substantially all of the equity interests in, a Person or division or line of business of a Person, if, at the time of and immediately after giving effect thereto, (a) no Default or Event of Default has occurred and is continuing or would arise after giving effect thereto, (b) such Person or division or line of business is engaged in the same or a similar line of business as a Credit Party or Subsidiary thereof or business reasonably related thereto, (c) all actions required to be taken with respect to such acquired or newly formed Subsidiary under Section 7.10 and Section 7.13 shall have been taken, (d) all material approvals (including, without limitation, all corporate approvals of the Borrower, its subsidiaries, and the applicable seller, and, as applicable, Xxxx-Xxxxx-Xxxxxx and/or FCC approvals) shall have been obtained, (e) with respect to any acquisition where the consideration therefor exceeds $50,000,000 (including, without limitation, any assumption of Indebtedness in connection therewith) or, as permitted hereunder, the maximum Consolidated Funded Debt Ratio is increased beyond 3.75 to 1.00 in connection with such acquisition, the Borrower shall have delivered to the Agent and each Lender, not less than ten Business Days prior to the consummation of such acquisition, a certificate of an authorized financial officer of the Borrower containing pro forma calculations demonstrating (x) the Borrower’s compliance with the financial covenants contained in Section 7.9 hereof as of (1) the end of the Borrower’s most recently completed fiscal quarter, after giving effect to such transaction as if it had been completed on or before the end of the most recently completed fiscal quarter (including the use of financial information for the fourth fiscal quarter, if applicable, whether or not the Borrower shall have delivered, as of the date of such certificate, the financial information required pursuant to Section 7.1) and (2) the end of the Borrower’s then-current fiscal quarter, after giving effect to such transaction as if it had been completed on the projected closing date for such purchase, using financial projections prepared by the Borrower in good faith based upon reasonable assumptions which are set forth in such certificate or otherwise provided in writing to the Agent and the Lenders, and (y) both immediately before any such acquisition is consummated and immediately after giving effect to such acquisition, the sum of the undrawn Revolving Commitments and the Borrower’s unrestricted cash and Cash Equivalents located in the United States that are free and clear of all Liens, other than those in favor of the Agent and those Liens described in clauses (iii) and (vii) of the definition of Permitted Liens, equals or exceeds $25,000,000, and (f) in the case of an acquisition, merger or amalgamation involving a Credit Party or a Subsidiary thereof, a Credit Party or a Subsidiary thereof is the ultimate surviving entity or successor entity of such merger, amalgamation and/or consolidation.

Notwithstanding the foregoing or anything to the contrary set forth herein, the NewsChannel 5 Network Acquisition shall constitute a Permitted Acquisition so long as such acquisition is consummated in all material respects in accordance with the terms of the Approved NewsChannel 5 Network Purchase Agreement.

“Permitted Guarantee Obligations” means (i) a Guaranty, (ii) Guarantee Obligations that are solely related to performance of services or other non-monetary obligations and are not financial guarantees, 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.

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“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 Sections 8.1, 8.4(b), 8.6, 8.7, 8.8 and 8.10, (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 (measured as of the end of the then most recent ended fiscal quarter) as determined on the date such investment is made or, if earlier, committed to be made, (viii) investments of a nature not contemplated by the foregoing clauses hereof that are outstanding as of the Closing Date and set forth in the Audited Financial Statements, and (ix) additional loans, advances and/or investments (whether or not of a nature 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 consummate a Hostile 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, in each case net of cash returns received by the Credit Parties in respect thereof from time to time.

“Permitted Liens” means each of the following, together with Liens on proceeds of the assets described below:

(i) Liens in favor of the Agent for the benefit of the Lenders and other Holders of Secured Obligations;

(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 action, 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);

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(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 action;

(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) customary rights of setoff, revocation, refund or chargeback or similar rights under deposit disbursement, controlled disbursement, concentration account agreements or under the UCC (or comparable foreign law) or arising by operation of laws of banks or other financial institutions where Borrower or any Subsidiary maintains deposit, disbursement or concentration accounts, including to facilitate the operation of cash pooling, interest set-off and/or sweep accounts; provided, that such rights arise solely in respect of such accounts (and amounts therein) and the use, maintenance and operation thereof and not in connection with any Funded Debt secured or purportedly secured by such accounts (and amounts therein);

(viii) 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 proceeds and improvements on such property);

(ix) 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;

(x) Liens in existence on the Closing Date listed on Schedule 8.2, to the extent 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;

(xi) Liens on property or assets acquired after the Closing Date, or on the property or assets of a Person which becomes a Subsidiary or that are otherwise acquired in a Permitted Acquisition after the Closing Date, provided that (A) such Liens existed at the time such property or assets were acquired, such Person became a Subsidiary or such Permitted Acquisition was consummated, as the case may be, 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;

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

(xiii) 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

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

(xv) Liens securing Hedging Agreements permitted hereunder; and

(xvi) other Liens so long as the aggregate amount secured thereby is not in excess of $5,000,000 at any time.

“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.

“Prepayment Event” means: (i) any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Credit Party, other than dispositions described in Section 8.4(a)(i) and (ii); (ii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of any Credit Party with a fair market value immediately prior to such event equal to or greater than $10,000,000, or (iii) the incurrence by any Credit Party of any Indebtedness described in Section 8.1(ii); provided, that no Prepayment Event shall occur under this clause (iii) if the Revolving Commitments (and, if necessary, Revolving Loans) and the Term Loans are less than or equal to $25,000,000 in the aggregate at the time.

“Prime Rate” means, for any day, the highest 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, (ii) the Federal Funds Rate plus 0.50% per annum and (iii) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00% per annum. 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.

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“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 taxes on or measured by income for such period (including franchise taxes in lieu of income taxes), in each case determined in accordance with GAAP.

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

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

“Rentals” means, for any period for the Borrower and its Subsidiaries on a consolidated basis, the aggregate scheduled fixed amounts payable by such Person under any Operating Lease.

“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(c) of ERISA, other than those events as to which the thirty-day notice period is waived under subsections .22, .23, .25, .27, or .28. of 29 C.F.R. §4043.

“Required Lenders” means Lenders holding in the aggregate greater than 50% of the sum of (i) all Loans then outstanding at such time and (ii) the aggregate unused Commitments 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 Commitments, or after termination of the Commitments, the principal balance of the Loans owing to such Defaulting Lender.

“Required Revolving Lenders” means Revolving Lenders holding in the aggregate greater than 50% of the sum of (i) all Revolving Loans then outstanding at such time and (ii) the aggregate unused Revolving Commitments at such time; provided, however, that if any Revolving Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Revolving Lenders the Revolving Loans of such Defaulting Lender and such Defaulting Lender’s Revolving Commitment, or after termination of the Revolving Commitments, the principal balance of the Revolving Loans owing to such Defaulting Lender.

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“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 any 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 or increased 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) or otherwise reduced or increased from time to time to reflect adjustments to the Lenders’ respective Revolving Commitments.

“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 Schedule 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) or other reductions or increases from time to time in accordance with the provisions hereof).

“Revolving Lender” means a Lender with a Revolving Commitment, Revolving Loans, and/or other Credit Party Obligations related thereto.

“Revolving Loans” is defined in Section 2.1.

“Revolving Note” or “Revolving Notes” means the promissory notes, if any, 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 December 5, 2017, or the earlier termination in full of the Revolving Commitments pursuant to this Agreement.

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“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor or assignee of the business of such division in the business of rating securities.

“Security Agreement” means the Amended and Restated Pledge and Security Agreement, dated as of the Closing Date and attached hereto as Exhibit 1.1, by and among the Borrower, the Subsidiaries and other Persons from time to time party thereto as “Grantors”, and the Agent (on behalf of itself and certain other parties, including, without limitation, the Lenders), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Secured Obligations” has the meaning set forth in the Security Agreement.

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

“Solvent” means, with respect to the Borrower, individually, or the Borrower and its Subsidiaries, collectively, as applicable, as of a particular date, that on such date (i) it 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) it does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature in their ordinary course, (iii) it is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which it is engaged or is to engage, (iv) the fair value of its property is greater than the total amount of its liabilities, including, without limitation, contingent liabilities and (v) the present fair saleable value of its assets is not less than the amount that will be required to pay its probable liability 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, materials and other assets in the ordinary course of business, (ii) the sale, transfer, lease or other disposition of machinery, parts, equipment, real estate and other assets no longer useful or needed in the conduct of the business of the Borrower or any of its Subsidiaries, as appropriate, (iii) the sale by the Borrower of any shares of its capital stock (with the understanding that share repurchases and the retirement of shares, including treasury shares, are governed by Section 8.10) and (iv) any casualty loss, governmental taking or similar disposition of any assets or property (with the understanding that any Prepayment Event arising out of this clause (iv) shall be subject to clause (ii) of the definition of Prepayment Event).

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

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“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, 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 Rate” means, as selected by the Borrower with respect to any Swing Line Loan, (x) the Prime Rate, (y) the Daily Eurodollar Rate, or (z) such other rate mutually agreed to by the Borrower and the Swing Line Lender, plus, in each case, a margin in respect thereof, if any, mutually agreed to by the Borrower and the Swing Line Lender.

“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.

“Term Loan Commitment” means, with respect to each Lender, the commitment of such Lender to make Term Loans in accordance with the terms hereof in an aggregate principal amount at any time outstanding equal to such Lender’s Term Loan 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.

“Term Loan Committed Amount” means collectively, the aggregate amount of all of the Term Loan Commitments as referenced in Schedule 2.1(a) and, individually, the amount of each Lender’s Term Loan Commitment as specified in Schedule 2.1(a) (subject to adjustment on account of assignment pursuant to the provisions of Section 11.6(c) or other reductions from time to time in accordance with the provisions hereof).

“Term Loan Commitment Percentage” means, with respect to each Lender, the percentage identified as its Term Loan 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 11.06(c) or otherwise reduced from time to time to reflect adjustments to the Term Loan Lenders’ respective Term Loan Commitments.

“Term Loan Lender” means a Lender with a Term Loan Commitment, Term Loans, and/or other Credit Party Obligations in respect of Term Loans.

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“Term Loans” is defined in Section 2.1.

“Term Loan Note” or “Term Loan Notes” means the promissory notes of the Borrower, if any, in favor of each of the Lenders evidencing the Term 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.

“Term Loan Termination Date” means December 5, 2017, or the earlier termination in full of the Term Loan Commitments pursuant to this Agreement.

“Threshold Requirement” is defined in Section 7.10.

“Ticking Fee” is defined in Section 3.4(d).

“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.

“Undisclosed Administration” means in relation to a Lender the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.

“Unliquidated Obligations” has the meaning set forth in the Security Agreement.

“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) Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document herein or in any other Credit Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein or in any other Credit Document to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein or in any other Credit Document) and (iii) any reference to any law or regulation herein or in any other Credit Document shall refer to such law or regulation as amended, modified or supplemented from time to time.

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(c) 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.

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

(e) 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. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Accounting Standards Codification Section 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Subsidiaries at “fair value”, as defined therein, or (ii) any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Codification Subtopic 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. In addition, operating leases shall not be treated as Capital Leases hereunder (other than for purposes of provisions relating to the preparation or delivery of financial statements) notwithstanding any changes in GAAP to the contrary subsequent to the Closing Date. If the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP without giving effect to such change until such notice shall have been withdrawn or such provision amended in accordance herewith.

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ARTICLE 2

CREDIT FACILITIES

2.1 Loans.

(a) Commitments.

(i) During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving Lender with a Revolving Commitment 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 Revolving Lender individually, the sum of such Revolving Lender’s share of outstanding Revolving Loans plus such Revolving Lender’s Revolving Commitment Percentage of outstanding Swing Line Loans shall not exceed such Revolving Lender’s Revolving Committed Amount, and (ii) with regard to the Revolving 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 TWO HUNDRED MILLION DOLLARS ($200,000,000) (as such aggregate maximum amount may be increased or reduced from time to time as provided herein).

(ii) Subject to the terms and conditions hereof, each Term Loan Lender severally agrees to make a term loan (each a “Term Loan”, and collectively the “Term Loans”) to the Borrower on the date on which the NewsChannel 5 Network Acquisition is consummated or one Business Day prior to such date. The Borrower shall notify the Agent of the date on which the NewsChannel 5 Network Acquisition is to be consummated at the time the Notice of Borrowing for the Term Loans is submitted. Each Lender’s Term Loan shall equal its Term Loan Commitment, and the aggregate principal amount of the Term Loans on the date made shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000). The Term Loan Commitments shall expire on July 1, 2013 if the NewsChannel 5 Network Acquisition has not been consummated on or prior to such date. Principal payments in respect of the Term Loans shall be made pursuant to Section 3.3.

(iii) 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) Loan Borrowings.

(i) Notice of Borrowing. Subject to any other notice requirements set forth herein, the Borrower shall request a 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) the Loan being requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed (which, in the case of Term Loans, shall equal the aggregate of the Term Loan Commitments), 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 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, with the understanding that no Term Loan Lender shall receive any Notice of Borrowing in respect of any Revolving Loans or Swing Line Loans, and no Revolving Lender shall receive any Notice of Borrowing in respect of Term Loans.

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(ii) Minimum Amounts. Each Loan borrowing shall be: (A) if a Prime Rate Loan, in a minimum aggregate amount of $250,000 and 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, if in respect of Revolving Loans, the remaining Revolving Committed Amount, if less).

(iii) Advances. Each Revolving Lender will make its Revolving 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. Each Term Loan Lender will make its Term Loan Commitment Percentage of its Term 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. The applicable 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. The principal amount of all Term Loans shall be due and payable in full on the Term Loan Termination Date. Scheduled principal payments in respect of the Term Loans shall be made pursuant to Section 3.3(d).

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

(i) Prime Rate Loans. Revolving Loans or Term Loans that constitute Prime Rate Loans shall bear interest at a per annum rate equal to the sum of the Prime Rate plus the Applicable Percentage; and

(ii) Eurodollar Loans. Revolving Loans or Term Loans that constitute Eurodollar Loans shall bear interest at a per annum rate equal to the sum of the applicable Eurodollar Rate plus the Applicable Percentage.

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

(e) Notes. Upon request of any Lender, the Loans shall be evidenced by a duly executed promissory note of the Borrower to such Lender in the original principal amount of each such Lender’s Revolving Committed Amount or its Term Loan Committed Amount in substantially the form of (i) Exhibit 2.1(e)-1 with respect to Revolving Loans, and (ii) Exhibit 2.1(e)-2 with respect to Term Loans.

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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 may, in its sole discretion, 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 Revolving Loans of each Lender shall not exceed the amount of such Lender’s Revolving Commitment, and (iii) the Revolving Loans of all Lenders shall not exceed the Aggregate Revolving Committed Amount at any time. 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 this swing line subfacility at any time in its sole discretion upon notice to 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 the Required Revolving 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 Revolving Lender shall be deemed to have purchased from the Swing Line Lender a risk participation therein in an amount equal to that Lender’s Revolving 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 Swing Line Rate and such 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) 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 12:00 noon (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.

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(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 Revolving Lender of its Revolving Commitment Percentage of such amount by 1:00 p.m. (Milwaukee, Wisconsin time). Each Revolving Lender shall make funds in an amount equal to its Revolving Commitment Percentage of such amount available to the Agent at the Agent’s payment office not later than 3:00 p.m. (Milwaukee, Wisconsin time) for payments hereunder on the same Business Day. The obligation of each Revolving 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 Revolving 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 Revolving 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 Revolving 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 Revolving 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 on and after the Closing Date, Borrower may, upon at least 30 days’ written notice to the Agent, in the case of any increase or addition after the Closing Date, propose to increase the Revolving Committed Amount or the Term Loan Committed Amount of one or more Lenders that agree to such an increase or enter into one or more tranches of revolving commitments (“Incremental Revolving Commitments”) or additional Term Loans (each an “Incremental Term Loan”) with one or more Lenders and/or new lenders that agree to extend such commitments or loans, in each case in minimum increments of $25,000,000 and with the aggregate amount of additional Revolving Commitments, Term Loan Commitments, Incremental Revolving Commitments and Incremental Term Loans not to exceed $100,000,000 (the amount of any such increase, the “Additional Commitment Amount”); provided that any new lenders are reasonably acceptable to the Agent and the Borrower. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment, increase its Term Loan Commitment, extend Incremental Revolving Commitments or extend Incremental Term Loans or its other obligations under this Agreement and the other Credit Documents, and any decision by a Lender to increase its Revolving Commitment, increase its Term Loan Commitment, extend Incremental Revolving Commitments or extend Incremental Term Loans shall be made in its sole discretion independently from any other Lender.

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(b) Any new lender designated by the Borrower pursuant to Section 2.3(a) (an “Additional Lender”) must be acceptable to the Agent, which acceptance will not be unreasonably withheld, conditioned or delayed. The sum of the increases in the Revolving Commitments and the Term Loan Commitments, the aggregate principal amount of the Incremental Revolving Commitments and the aggregate principal amount of the Incremental Term Loans of the existing Lenders pursuant to this Section 2.3 plus the Revolving Commitments, the Term Loan Commitments, Incremental Revolving Commitments and Incremental Term Loans of the Additional Lenders shall not in the aggregate exceed the Additional Commitment Amount.

(c) An increase in the aggregate amount of the Revolving Commitments or Term Loan Commitments, any extension of Incremental Revolving Commitments or any extension of Incremental Term Loans 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 Commitment is to be increased or who is extending an Incremental Revolving Commitment or Incremental Term Loan, setting forth the new Revolving Commitments, the new Term Loan Commitments, the aggregate principal amount of Incremental Revolving Commitments or the aggregate principal amount of Incremental Term Loans 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 (to the extent requested by the applicable Lenders) evidencing such increase in the Commitments or principal amount of Loans, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments or principal amount of Loans, and such opinions of counsel for the Borrower with respect to the increase in the Commitments or principal amount of Loans, as the Agent may reasonably request.

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

(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 Revolving Lenders, (x) within five Business Days, in the case of any Revolving Loans that are Prime Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Revolving Loans that are Eurodollar Loans then outstanding, the Borrower shall prepay such Revolving 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 Revolving Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Revolving Loans are held by the Revolving Lenders in proportion to their respective Revolving Commitments after giving effect to such increase.

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(f) Any tranche of Incremental Revolving Commitments or Incremental Term Loans extended in accordance with the terms hereof (i) shall rank pari passu in right of payment with the Revolving Loans and Revolving Commitments, the Term Loans and previously extended Incremental Revolving Commitments and Incremental Term Loans, (ii) shall not mature earlier than either the Revolving Termination Date or the Term Loan Termination Date, (iii) in the case of any Incremental Term Loans, shall not have a shorter weighted average life to maturity than the Term Loans and previously extended Incremental Term Loans, and (iv) subject to the remainder hereof, shall be treated substantially the same as (and in any event no more favorably than) the Revolving Loans, the Term Loans and previously extended Incremental Revolving Commitments and Incremental Term Loans, as the case may be, provided that (A) the terms and conditions applicable to any tranche of Incremental Revolving Commitments or Incremental Term Loans maturing after the Revolving Termination Date and the Term Loan Termination Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only after the Revolving Termination Date and the Term Loan Termination Date, (B) pricing for Incremental Revolving Commitments or Incremental Term Loans may differ from pricing for any other Revolving Commitments or Term Loans (whether based on interest rate margins, original issue discount, upfront fees, or other similar fees); provided, however, that to the extent that the interest rate margins, upfront fees, original issue discount (calculated based on a four year life to maturity) and any Eurodollar Rate floor applicable to any Incremental Term Loan or Revolving Commitment and Revolving Loan made under an Incremental Revolving Commitment or Incremental Term Loan (“Proposed Pricing”) are at least 50 basis points greater, taken as a whole, than the interest rate margins, upfront fees, original issue discount (calculated based on a four year life to maturity) and the Eurodollar Rate floor, if any, then applicable to existing Revolving Commitments and Revolving Loans or Term Loans (“Existing Pricing”), the interest rate margins and any Eurodollar Rate floor for the existing Revolving Commitments and Revolving Loans or Term Loans, as applicable, shall be increased to an amount which results in Existing Pricing being 50 basis points less than the Proposed Pricing, (C) if agreed to by the Borrower and the Lenders extending the applicable Incremental Revolving Commitments and Incremental Term Loans, the representations, warranties, covenants and events of default to which such Incremental Revolving Commitments and Incremental Term Loans are subject may be more permissive and less restrictive than the representations, warranties, covenants and events of default set forth in this Agreement or to which any other Incremental Revolving Commitments or Incremental Term Loans are subject, (D) no Incremental Revolving Commitment or Incremental Term Loan or any other extension of credit provided under this Section may be secured by any assets that do not secure the other Loans and Credit Party Obligations unless and until all Loans and Credit Party Obligations (including such Incremental Revolving Commitments or Incremental Term Loans and other extensions of credit) are secured by such assets on a pari passu basis (with the understanding that such grant of additional collateral (including the documentation related thereto and the scope of the assets covered thereby) shall be approved by the Agent (such approval not to be unreasonably withheld, conditioned or delayed) prior to giving effect to any such grant), and (E) the Incremental Revolving Commitments or the Incremental Term Loans may be made hereunder pursuant to an amendment or an amendment and restatement (an “Incremental Loan Amendment”) of this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each of the Lenders participating in such tranche, (whether a new Lender or existing Lender) and the Administrative Agent. The Incremental Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Agent, to effect the provisions of this Section.

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ARTICLE 3

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1 Default Rate. Upon the occurrence, and during the continuance, of an Event of Default, upon request of the Required Lenders 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 to such Loans or other obligations (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 2.1(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), (b), and (c), 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.

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3.3 Reductions in Commitments and Prepayments.

(a) Reductions in Commitments. The Borrower may from time to time permanently reduce the Revolving Committed Amount or the Term Loan 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 Revolving Committed Amount or the Term Loan 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 and Commitment Reductions. 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 the Aggregate Revolving Committed Amount may be increased or 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. With respect to any Prepayment Event, the Borrower shall apply the Net Cash Proceeds resulting therefrom within 5 Business Days after the receipt thereof first to the repayment of the Swing Line Loans, second to the repayment of the Term Loans and third to the repayment of the Revolving Loans, with such payments being applied ratably across the Swing Line Loans, the Term Loans or the Revolving Loans, as applicable, and with any prepayment of Revolving Loans under clause (iii) of the definition of Prepayment Event also resulting in an automatic and permanent reduction of the Revolving Commitments in the amount of such prepayment of Revolving Loans; provided, that no such commitment reduction shall be required if the Revolving Commitments and Loans are less than or equal to $25,000,000 in the aggregate at the time.

(c) Voluntary Prepayments. Revolving Loans and/or Term Loans (as selected by the Borrower) 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 or the Term Loans, as applicable). Voluntary prepayments of Term Loans shall be applied to scheduled installments thereof pro rata across all remaining installments. Except as otherwise specified herein, amounts prepaid on the Revolving Loans may be reborrowed in accordance with the provisions hereof. No Term Loan amount may be reborrowed after it has been repaid.

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(d) Scheduled Term Loan Principal Payments. On the last day of each March, June, September, and December to occur after the fiscal quarter during which the Term Loans are made (or if any such day is not a Business Day, then on the next succeeding Business Day), the Borrower shall pay to the Administrative Agent, for the benefit of the Term Loan Lenders, principal payments in respect of the Term Loans. Each quarterly payment shall equal 2.5% of the initial aggregate principal amount of the Term Loans (giving effect to all prepayments thereof from time to time in accordance with the terms hereof). The remaining outstanding principal amount of the Term Loans shall be repaid in cash no later than the Term Loan Termination Date.

3.4 Fees.

(a) Upfront Fees. The Borrower agrees to pay to the Agent, for the benefit of the Lenders, the upfront fees (“Upfront Fees”) referred to in the Fee Letters. The Upfront Fees shall be earned and payable as set forth in the Fee Letters.

(b) Unused Facility Fee. The Borrower agrees to pay to the Agent, for the ratable benefit of the Revolving Lenders, an unused facility fee (the “Unused Facility Fee”) as follows:

(i) with respect to the Revolving Lenders, in an amount equal to the product of (i) the average daily unused portion of the Revolving Committed Amount (except to the extent attributable to any Defaulting Lender), 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 in respect of the Revolving Committed Amount (except to the extent attributable to any Defaulting Lender) for that quarter as calculated by the Agent), multiplied by (ii) the Applicable Percentage divided by four;

(ii) the Unused Facility Fee shall be fully earned and 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 with respect to the Revolving Lenders (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); and

(iii) 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 those other closing, administrative and structuring fees and expenses referred to in the Fee Letters, and such fees and expenses shall constitute Credit Party Obligations.

(d) Term Loan Ticking Fee. The Borrower will pay to the Agent, for the benefit of each Lender with a Term Loan Commitment, a ticking fee (“Ticking Fee”) equal to 0.375% per annum multiplied by each such Lender’s Term Loan Commitment. Ticking Fees shall begin accruing on the Closing Date and shall cease accruing on the earlier of the date on which the Term Loans are made and the Term Loan Commitments expire or terminate. Ticking Fees shall be paid quarterly in arrears on the last day of each calendar quarter (or if such day is not a Business Day, on the next succeeding Business Day) and on the last day on which Ticking Fees accrue pursuant to the foregoing.

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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 or liquidity 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 or liquidity (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 or liquidity), 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 contemporaneously with a demand for payment hereunder. 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. For purposes of this Section 3.5 and for purposes of Section 3.7, the phrase “the date hereof” means the Closing Date with respect to the Lenders or, in the case of any Lender becoming a party hereto after the Closing Date, the date such Lender becomes a party hereto. Notwithstanding the foregoing or anything to the contrary set forth herein, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case regardless of the date enacted, adopted, issued or implemented be deemed, as applicable, (i) an adoption or effectiveness of an applicable law, rule or regulation regarding capital adequacy, a change therein or a change in the interpretation or administration thereof by a Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof or (ii) compliance by such Lender or its parent company with a request or directive regarding capital adequacy (whether or not having the force of law) of an authority, central bank or comparable agency.

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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 (which Agent shall give promptly after such circumstance ceases to exist), 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 (or, with respect to any Lender becoming a party hereto after the Closing Date, the date such Lender becomes a party hereto) 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 thereof except for Non-Excluded Taxes covered by Section 3.9 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.9(b)) and changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or any branch or Affiliate thereof; or

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

(c) impose on any Lender or the London interbank market any other condition, cost or expense (other than taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing is to directly increase the cost to such Lender, by an amount which such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans, or to reduce any amount receivable hereunder in respect thereof, then, 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 for such increased cost or reduced amount receivable, provided that, in any such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to Prime Rate Loans by giving the Agent at least one Business Day’s notice of such election, in which case the Borrower shall promptly pay to such Lender, on demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.10, further, provided that, no such amounts shall be payable with respect to increased costs or reduced amounts receivable of such Lender incurred more than three (3) months before such Lender demands compensation under this Section 3.8. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall submit to the Borrower and the Agent contemporaneously with its demand for compensation hereunder a certificate certifying (a) that one of the events described in this Section 3.8 has occurred and describing in reasonable detail the nature of such event, (b) as to the increased cost or reduced amount resulting from such event, (c) as to the good faith basis therefor, and (d) as to the additional amount demanded by such Lender, in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts claimed to be due. 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. Notwithstanding the foregoing or anything to the contrary set forth herein, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed an adoption of or any change in a Requirement of Law regardless of the date enacted, adopted, issued or implemented.

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3.9 Taxes.

(a) Except as provided below in this subsection, all payments made by the Borrower under this Credit Agreement, all Notes and all other Credit Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) taxes measured by or imposed upon the overall net income of any Lender or any branch or Affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the overall capital or net worth of any Lender, or any branch or Affiliate thereof, in each case imposed in lieu of net income taxes, imposed: (x) by the jurisdiction under the laws of which such Lender, branch or Affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (y) by reason of any connection between the jurisdiction imposing such tax and such Lender, branch or Affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement, any Notes or any other Credit Document and (ii) any Federal withholding Taxes imposed under FATCA. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Agent or any Lender hereunder, under any Notes or under any other Credit Document, (A) the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Credit Agreement, any Notes, or any other Credit Documents provided, however, that the Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender that is not organized under the laws of the United States of America or a state thereof if such Lender fails to comply with the requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes are payable by the Borrower, and (B) as promptly as possible thereafter the Borrower shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof or other evidence of payment reasonably satisfactory to such Lender. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

(b) At least five Business Days prior to the first day on which interest or Fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to each of the Borrower and the Agent two duly completed copies of United States Internal Revenue Service Form W-8ECI or W-8BEN, certifying in either case that such Lender is entitled to receive payments under this Agreement and the Notes without deduction or withholding of any United States federal income taxes. Each Lender which so delivers a Form W-8ECI or W-8BEN further undertakes to deliver to each of the Borrower and the Agent two additional copies of such form (or a successor form) on or before the date that such form expires (currently, three successive calendar years) or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by the Borrower or the Agent, in each case certifying that such Lender is entitled to receive payments under this Credit Agreement, the Notes and the other Credit Documents without deduction or withholding of any United States federal income taxes, unless an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises the Borrower and the Agent that it is not capable of receiving payments without any deductions or withholding of United States federal income tax.

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(c) If a payment made to a Lender under this Credit Agreement, any Notes and any other Credit Documents would be subject to Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (c), “FATCA” shall include any amendments made to FATCA after the date of this Credit Agreement.

3.10 Indemnity. The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur (other than through such Lender’s gross negligence or willful misconduct) as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a Eurodollar Loan after the Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement or (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto (excluding, for the avoidance of doubt, any Swing Line Loan prepaid as the result of the Swing Line Lender’s demand therefor). Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein over (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market, provided, however, that the amount of such lost interest, if any, shall be discounted to a present value as of the date of the indemnification payment, using as the applicable discount rate(s) the rate(s) of per annum interest used by such Lender in making the computations pursuant to the foregoing clause (ii). Any Lender seeking indemnity under this Section shall furnish a certificate to the Agent and the Borrower contemporaneously with any demand for payment hereunder setting forth in reasonable detail the basis for such Lender’s indemnity claim. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

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3.11 Pro Rata Treatment. Except to the extent otherwise provided herein:

(a) Loans. Each Loan, each payment or prepayment of principal of any Loan, each payment of interest on the Loans, each payment of Fees in respect of Loans and Commitments (other than fees payable to the Agent for its own account pursuant to Section 3.4), each reduction of the Revolving Committed Amount or the Term Loan Committed Amount, and each conversion or extension of any Loan, shall be allocated pro rata among the Lenders in accordance with their respective Revolving Commitment Percentages and Term Loan Commitment Percentages; provided, that any of the foregoing that only apply to Revolving Loans (including Revolving Commitments) or Term Loans (including Term Loan Commitments) shall be shared ratably by Revolving Lenders or Term Loan Lenders, as the case may be, and not all Lenders collectively.

(b) Advances. Unless the Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender will not make the amount that would constitute its Revolving Commitment Percentage or Term Loan Commitment Percentage of such borrowing available to the Agent, the Agent may assume that such Lender is making such amount available to the Agent, and the Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Agent by such Lender within the time period specified therefor hereunder, such Lender shall pay to the Agent, on demand, such amount with interest thereon at a rate equal to the Federal Funds Rate for the period until such Lender makes such amount immediately available to the Agent. A certificate of the Agent submitted to any Lender with respect to any amounts owing under this subsection shall be conclusive in the absence of manifest error. If such Lender’s Revolving Commitment Percentage or Term Loan Commitment Percentage of such borrowing is not made available to the Agent by such Lender within two business Days of the date of the related borrowing, (i) the Agent shall notify the Borrower of the failure of such Lender to make such amount available to the Agent and the Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Prime Rate Loans hereunder, on demand, from the Borrower and (ii) then the Borrower may, without waiving any rights it may have against such Lender, (x) request any one or more of the Lenders to increase its Revolving Commitment Percentage or Term Loan Commitment Percentage and make such borrowing available, which request each such Lender may in its sole discretion approve or deny, and (y) if any Lender serving as Agent shall deny a request submitted to it pursuant to the foregoing clause (x), borrow a like amount on an unsecured basis from any commercial bank for a period ending on the date upon which such Lender does in fact make such borrowing available; provided, however, that at the time any such replacement borrowing is made and at all times while such amount is outstanding the Borrower would be permitted to borrow such amount pursuant to Section 2.1 of this Credit Agreement.

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3.12 Sharing of Payments. The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker’s lien or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Agent or any other Lender an amount payable by such Lender or the Agent to the Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.12 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.12 to share in the benefits of any recovery on such secured claim.

3.13 Place and Manner of Payments. Except as otherwise specifically provided herein, all payments hereunder shall be made to the Agent in Dollars in immediately available funds, without offset, deduction, counterclaim or withholding of any kind, at the Agent’s office specified in Schedule 11.2 not later than 1:00 P.M. (Milwaukee, Wisconsin time) on the date when due. Payments received after such time shall be deemed to have been received on the next succeeding Business Day. The Agent may, at the Borrower’s request, debit the amount of any such payment which is not made by such time to any account which may be maintained by the Borrower with the Agent and designated for such purpose by the Borrower. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Agent the Loans, Fees or other amounts payable by the Borrower hereunder to which such payment is to be applied, with the understanding that any such designation by the Borrower shall not be in contravention of the requirements of this Credit Agreement (and in the event that it fails so to specify, or if such application would be inconsistent with the terms hereof, the Agent shall distribute such payment to the Lenders in such manner as the Agent may determine to be appropriate in respect of obligations owing by the Borrower hereunder, subject to the terms of Section 3.11). The Agent will distribute such payments to such Lenders, if any such payment is received prior to 1:00 p.m. (Milwaukee, Wisconsin time) on a Business Day in like funds as received prior to the end of such Business Day and otherwise the Agent will distribute such payment to such Lenders on the next succeeding Business Day. Whenever any payment hereunder 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. All computations of interest and fees shall be made on the basis of actual number of days elapsed over a year of 360 days except computations of interest on Prime Rate Loans, which shall be made on the basis of actual number of days elapsed over a year of 365 or 366 days, as applicable. Interest shall accrue from and include the date of borrowing, but exclude the date of payment.

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3.14 [Reserved]

3.15 Transfers at Borrower’s Request. In the event that any Lender requests payment by the Borrower of any additional amounts pursuant to, or otherwise invokes, Section 3.5, 3.7, 3.8 or 3.9, or if a Lender is a Defaulting Lender, or, if, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained, then, provided that no Default or Event of Default has occurred and is continuing at such time, the Borrower may, at its own expense (such expense to include any transfer fee payable to the Agent under Section 11.6(b)), and in its sole discretion require such Lender (including, without limitation, a Defaulting Lender and such Lender(s) that did not consent to such amendment, waiver or consent) to transfer and assign in whole or in part, without recourse (in accordance with and subject to the terms and conditions of Section 11.6(b)), all or part of its interests, rights and obligations under this Credit Agreement to an Eligible Transferee which shall assume such assigned obligations; provided that (i) the other Revolving Lenders or Term Loan Lenders, as applicable, may, by written notice to the Agent, the Lenders and the Borrower, in their respective discretion, elect to assume such Lender’s Revolving Commitment or Term Loans, as applicable, pro rata based upon the respective Revolving Commitment Percentages or Term Loan Commitment Percentages of the other Lenders so electing to assume such Lender’s Revolving Commitments or Term Loans hereunder; (ii) such Eligible Transferee which is not a Lender shall be reasonably acceptable to the Required Lenders, (iii) such assignment shall not relieve the Borrower from its obligations to pay such additional amounts that may be due in accordance with Section 3.5, 3.7, 3.8 or 3.9, (iv) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority, and (v) the Borrower or such Eligible Transferee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the Loans made by it hereunder and all accrued Fees and other amounts owed to it hereunder.

In addition to the foregoing, and notwithstanding any other provision of this Agreement to the contrary, if a Lender demands payment at any time pursuant to Section 3.5 or Section 3.8, then the Borrower, with the prior written consent of the Required Lenders, may terminate such Lender’s Revolving Commitment hereunder, provided that (i) no Event of Default shall have occurred and be continuing at the time of such Revolving Commitment termination and (ii) the Lender has been paid all amounts then due to it under this Agreement and each other Credit Document in respect of its Revolving Commitment and Revolving Loans (which, for the avoidance of doubt, the Borrower may pay in connection with any such termination without making ratable payments to any other Lender). In no event shall the termination of a Lender’s Revolving Commitment in accordance with this Section impair or otherwise affect the obligation of the Borrower to make the payments demanded by such Lender in accordance with Section 3.5 or Section 3.8.

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3.16 Effect of Amendment and Restatement; Departing Lenders. (a) Upon this Credit Agreement becoming effective pursuant to Section 5.1, from and after the Closing Date: (a) the Commitments shall be as set forth in Schedule 2.1(a); (b) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among Borrower, Lenders and Agent accruing from and after the Closing Date; (c) this Credit Agreement shall not in any way release or impair the rights, duties or Credit Party Obligations created pursuant to the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder prior to the Closing Date; (d) all indemnification obligations of the Credit Parties under the Existing Credit Agreement or any other Credit Document (as defined in the Existing Credit Agreement) which by their terms survive termination shall survive the execution and delivery of this Credit Agreement and shall continue in full force and effect for the benefit of Lenders, Agent, and any other Person indemnified under the Existing Credit Agreement or such other Credit Document at any time prior to the Closing Date; (e) the Credit Party Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date and owed to a Lender hereunder which was also a lender under the Existing Credit Agreement, continue outstanding under this Credit Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Credit Agreement, and this Credit Agreement shall not constitute a refinancing, substitution or novation of such Credit Party Obligations or any of the other rights, duties and obligations of the parties hereunder; and (f) any and all references in the Credit Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Credit Agreement, and as this Credit Agreement shall be further amended or amended and restated from time to time hereafter.

(b) Certain Lenders have agreed that they shall no longer constitute Lenders under the Credit Agreement as of the date hereof (each, a “Departing Lender”). Each Lender that executes and delivers a signature page hereto that identifies it as a Departing Lender shall constitute a Departing Lender as of the date hereof. No Departing Lender shall have a Commitment on and after the date hereof. Each Departing Lender shall cease to be a party to the Credit Agreement as of the date hereof, and no Departing Lender shall have any rights, duties or obligations thereunder. Subject to the remainder hereof, all amounts owing to a Departing Lender shall be paid by the Borrower to such Departing Lender as of the date hereof. The consent of a Departing Lender is not required to give effect to the changes contemplated by this amendment and restatement. Each Departing Lender hereby assigns its Loans and Commitments to the remaining Lenders as of the date hereof, and the Administrative Agent is hereby authorized to take such steps under the Credit Agreement as reasonably required to give effect to the departure of the Departing Lenders, including, without limitation, reallocating outstanding obligations among the remaining Lenders ratably based on their Commitments. The Credit Parties agree with and consent to the foregoing.

3.17 Defaulting Lenders.

(a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

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(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definitions of Required Lenders and Required Revolving Lenders.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 9 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 11.7 shall be applied promptly at such time or times as may be reasonably determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swing Line Lender hereunder; third, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fourth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement, fifth, to the payment of any amounts owing to the Lenders or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and seventh, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans and funded and unfunded participations in Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to Section 3.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 3.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Unused Facility Fee or Ticking Fee for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

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(B) With respect to any Unused Facility Fee not required to be paid to any Defaulting Lender pursuant to clause (A) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Swing Line Lender the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to the Revolving Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that (x) the conditions set forth in Section 5.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Loans and participations in Swing Line Loans of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral and Repayment of Swing Line Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure.

(b) Defaulting Lender Cure. If the Borrower, the Agent, and the Swing Line Lender agree in writing that a Lender is no longer a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Swing Line Loans to be held pro rata by the Lenders in accordance with the Revolving Commitments or Term Loan Commitments, as the case may be, (without giving effect to Section 3.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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(c) New Swing Line Loans. So long as any Lender is a Defaulting Lender, the Swing Line Lender shall not be required to fund any Swing Line Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swing Line Loan.

ARTICLE 4

GUARANTY

4.1 The Guaranty. Each of the Credit Parties hereby jointly and severally guarantees to each Lender and the Agent as hereinafter provided the prompt payment of the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Credit Parties hereby further agree that if any of the Credit Party Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise), the Credit Parties will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, the guaranty obligations of each Credit Party hereunder shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the U.S. Bankruptcy Code or any comparable provisions of any applicable state law. In determining the limitations, if any, on the amount of any Guarantor’s obligations hereunder, it is the intention of the parties hereto that any rights of subrogation, contribution, indemnification or reimbursement which such Guarantor may have in respect of this Guaranty, any other agreement or applicable law shall be taken into account. To the extent that any Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Guarantor if each Guarantor had paid the aggregate guaranteed obligations satisfied by such Guarantor Payment in the same proportion as such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following payment in full in cash of the Guarantor Payment and the guaranteed obligations (other than Unliquidated Obligations), the termination or expiry of all Commitments and termination of this Credit Agreement, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the excess of the fair saleable value of the property of such Guarantor over the total liabilities of such Guarantor (including the maximum amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments made by other Guarantors as of such date in a manner to maximize the amount of such contributions. The foregoing is intended only to define the relative rights of the Guarantors, and nothing set forth herein is intended to or shall impair the obligations of the Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Guaranty.

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4.2 Obligations Unconditional. The obligations of the Credit Parties under Section 4.1 hereof are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity or enforceability of any of the Credit Documents, or any other agreement or instrument referred to therein, or any substitution, release or exchange of any other guarantee of or security for any of the Credit Party Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 4.2 that the obligations of the Credit Parties hereunder shall be absolute and unconditional under any and all circumstances other than payment in full in cash. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of any Credit Party hereunder which shall remain absolute and unconditional as described above:

(a) at any time or from time to time, without notice to any Credit Party, the time for any performance of or compliance with any of the Credit Party Obligations shall be extended, or such performance or compliance shall be waived;

(b) any of the acts mentioned in any of the provisions of any of the Credit Documents or any other agreement or instrument referred therein shall be done or omitted;

(c) the maturity of any of the Credit Party Obligations shall be accelerated, or any of the Credit Party Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Credit Documents or any other agreement or instrument referred to therein shall be waived or any other guarantee of any of the Credit Party Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d) any Lien granted to, or in favor of, the Agent or any Lender as security for any of the Credit Party Obligations shall fail to attach or be perfected; or

(e) any of the Credit Party Obligations shall be determined to be void or voidable (including, without limitation, for the benefit of any creditor of any Credit Party) or shall be subordinated to the claims of any Person (including, without limitation, any creditor of any Credit Party).

With respect to its obligations under Article IV hereof, each Credit Party hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Agent or any Lender exhaust any right, power or remedy or proceed against any Person under any of the Credit Documents or any other agreement or instrument referred to therein, or against any other Person under any other guarantee of, or security for, any of the Credit Party Obligations.

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4.3 Reinstatement. The obligations of the Credit Parties under this Section 4 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Person in respect of the Credit Party Obligations is rescinded or must be otherwise restored by any holder of any of the Credit Party Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise (including pursuant to any settlement entered into by a Lender or Holder of Secured Obligations in its discretion), and each Credit Party agrees that it will indemnify each of the Agent and each Lender on demand for all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by the Agent or such Lender in connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any bankruptcy, insolvency or similar law.

4.4 Certain Additional Waivers. Without limiting the generality of the provisions of any other Section of this Section 4, each Credit Party further agrees that it shall have no right of recourse to security for the Credit Party Obligations. Each of the Credit Parties further agrees that it shall have no right of subrogation, reimbursement or indemnity, nor any right of recourse to security, if any, for the Credit Party Obligations until payment in full in cash of all such obligations shall have been made.

4.5 Remedies. The Credit Parties agree that, as between the Credit Parties, on the one hand, and the Agent and the Lenders, on the other hand, the Credit Party Obligations may be declared to be forthwith due (and payable as provided in Section 9 hereof and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 9) for purposes of Section 4.1 hereof notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such Credit Party Obligations from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or such Credit Party Obligations being deemed to have become automatically due and payable), such Credit Party Obligations whether or not due and payable by any other Person) shall forthwith become due and payable by the Credit Parties for purposes of said Section 4.1. Amounts received from Guarantors shall be applied pursuant to the priority of payments set forth in Section 7.4 of the Security Agreement.

4.6 Continuing Guarantee. The guarantee in this Section 4 is a continuing guarantee, and shall apply to all Credit Party Obligations whenever arising.

ARTICLE 5

CONDITIONS

5.1 Conditions to Closing Date. Subject to Section 5.3 hereof, this Credit Agreement (giving effect to the amendment and restatement of the Existing Credit Agreement) shall become effective on the Closing Date upon satisfaction of the conditions precedent set forth in this Section 5.1:

(a) Execution of Agreement. The Agent shall have received (i) multiple counterparts of this Credit Agreement for each Lender, executed by a duly authorized officer of each party hereto, and (ii) for the account of each Lender that requests one prior to the Closing Date, a Revolving Note or Term Loan Note, as applicable.

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(b) List of Closing Documents. The Agent shall have received the agreements, documents and instruments identified in the List of Closing Documents attached hereto as Exhibit 5.1(b).

(c) Certificate of Financial Condition. The Agent shall have received a Certificate of Financial Condition in the form of Exhibit 5.1(c) with appropriate insertions and attachments.

(d) Financial Information. The Agent and the Lenders shall have received unaudited interim consolidated financial statements of the Borrower and unaudited interim financial statements of WTVF NewsChannel 5 Network for the quarter periods ended September 23, 2012 and September 30, 2012, respectively. The Agent and the Lenders shall have received a pro forma consolidated balance sheet of the Borrower as at September 23, 2012 and a pro forma statement of operations for the 12-month period ending on such date, in each case adjusted to give effect to the consummation of the NewsChannel 5 Network Acquisition and the financings contemplated hereby as if such transactions had occurred on such date or on the first day of such period, as applicable, prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended.

(e) Corporate Documents. The Agent shall have received each of the following:

(i) Articles of Incorporation. Copies of the articles of incorporation or other applicable charter documents of the Borrower and each of the other Credit Parties certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation or organization.

(ii) Resolutions. Copies of resolutions of the board of directors of the Borrower and of each of the other Credit Parties approving and adopting the Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by the secretary or assistant secretary as of the Closing Date to be true and correct and in force and effect as of such date.

(iii) Bylaws. A copy of the Bylaws of the Borrower and of each of the other Credit Parties certified by the secretary or assistant secretary as of the Closing Date to be true and correct and in force and effect as of such date.

(iv) Good Standing. Copies of certificates of good standing, existence or its equivalent with respect to the Borrower and each of the other Credit Parties certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing would have a material adverse effect on the business or operations of the Borrower or other Credit Party in such state.

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(f) Officer’s Certificate. The Agent shall have received, with a counterpart for each Lender, a certificate of a duly authorized officer of each of the Borrower and each of the other Credit Parties dated the Closing Date, substantially in the form of Exhibit 5.1(f) with appropriate insertions and attachments.

(g) Legal Opinion of Counsel. The Agent shall have received, with a copy for each Lender, an opinion of Xxxxx & Xxxxxxx LLP, counsel for the Borrower and the Guarantors, dated the Closing Date and addressed to the Agent and the Lenders, in form and substance satisfactory to the Agent and the Lenders.

(h) [Reserved].

(i) Closing Certificate. A certificate in the form of Exhibit 5.1(i), dated the Closing Date and signed by a Responsible Officer, certifying that (i) no Default or Event of Default exists, (ii) all representations and warranties of each Credit Party set forth in the Credit Documents are true and correct and (iii) since the date of the financial statements of the Borrower described in Section 6.1, there shall have been no change which has had or could reasonably be expected to have a Material Adverse Effect.

(j) Notice of Borrowing. If applicable, a duly executed Notice of Borrowing, in the form of Exhibit 2.1(b)(i);

(k) Disbursement Agreement. If applicable, a duly executed funds disbursement agreement, together with a report setting forth the sources and uses of the proceeds hereof.

(l) Consents. Delivery of Borrower certified copies of all consents, approvals, authorizations, registrations, and filings and orders required to be made or obtained by the Borrower and all Guarantors under any Requirement of Law (including, without limitation, any requisite FCC approvals) or by any Contractual Obligation of each Credit Party, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Loans shall be ongoing.

(m) Fees. The Agent and the Lenders shall have received all Fees due and owing pursuant to Section 3.4; provided that, in the case of expenses, the Borrower shall have received all invoices therefor at least one Business Day prior to the Closing Date.

(n) Liability and Casualty Insurance. The Agent shall have received copies of insurance policies or certificates of insurance on behalf of insurers of the Borrower and all Guarantors, evidencing or describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Borrower and all Guarantors meeting the requirements set forth herein.

(o) Subsection 5.2 Conditions. The conditions specified in subsections 5.2(a) and (b) shall be satisfied on the Closing Date as if Loans were to be made on such date.

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(p) Authorization Letter. The Agent shall have received an authorization letter in the form of Exhibit 5.1(p) with appropriate insertions.

(q) UCC Search Reports; Other Documents. The Agent shall have received such UCC search reports and other approvals, opinions, documents or materials as the Agent or any Lender shall reasonably request.

(r) Closing Date. Each of the foregoing conditions precedent shall have been satisfied on or before January 1, 2013.

5.2 Conditions to All Loans. Subject to Section 5.3 hereof, the obligation of each Lender to make any Extension of Credit hereunder (including the initial Loans to be made hereunder) is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit:

(a) Representations and Warranties. Except as modified pursuant to Section 6.16, the representations and warranties (other than, subsequent to the Closing Date, the representations and warranties contained in Section 6.6 and the penultimate sentence in Section 6.1) made by the Borrower and the other Credit Parties herein or which are contained in any certificate furnished at any time under or in connection herewith shall continue to be true and correct in all material respects on and as of the date of such Extension of Credit, as if made on and as of such date (or in the case of any representation or warranty that refers to an earlier date, as of such earlier date).

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement.

(c) Additional Conditions to Loans. If such Extension of Credit is made pursuant to Section 2.1 or 2.2, all conditions set forth in such Section, as applicable, shall have been satisfied.

Each request for an Extension of Credit and each acceptance by the Borrower of an Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the applicable conditions in this Section 5.2 have been satisfied.

5.3 Conditions to Term Loans. Notwithstanding anything to the contrary set forth herein, the obligation of the Term Loan Lenders to make Term Loans hereunder are subject to the satisfaction of only the following conditions precedent (or, in the case of clause (b) below, subsequent) on the date on which the Term Loans are made:

(a) the conditions set forth in Section 5.1 shall have been satisfied on the Closing Date.

(b) the NewsChannel 5 Network Acquisition shall be consummated in all material respects in accordance with the terms of the Approved NewsChannel 5 Network Purchase Agreement on the date on which the Term Loans are made or on the first Business Day after the date on which the Term Loans are made.

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(c) no “Material Adverse Effect” under and as defined in the Approved NewsChannel 5 Network Purchase Agreement shall have occurred in respect of NewsChannel 5 Network, LLC since June 30, 2012.

(d) the Consolidated Funded Debt Ratio, after giving effect to the Term Loans and the NewsChannel 5 Network Acquisition, shall not exceed 3.50 to 1.00.

(e) the Agent and the Lenders shall have received customary evidence that the approvals of the Borrower’s directors and NewsChannel 5 Network, LLC’s directors and shareholders, as applicable, necessary to consummate the NewsChannel 5 Network Acquisition have been received.

(f) Immediately before and after giving effect to the NewsChannel 5 Network Acquisition, the representations and warranties set forth in Sections 6.3(a), 6.4 (other than the second sentence), 6.5 (only with respect to violations of Requirements of Law with all Material Adverse Effect qualifiers in such Section referencing “Material Adverse Effect” as defined in the Approved NewsChannel 5 Network Purchase Agreement, and for the avoidance of doubt, excluding (i) the statement that no Default or Event of Default has occurred and is continuing, (ii) violations of or defaults under or with respect to Contractual Obligations and (iii) the statement relating to Liens on the Borrower’s and its Subsidiaries’ properties or revenues), 6.7, 6.8, 6.11, 6.14, and 6.20 of this Credit Agreement, and Section 3.1 of the Security Agreement, shall be true and correct in all material respects on and as of the date the Term Loans are made, as if made on and as of such date (or, in the case of any representation or warranty that refers to an earlier date, as of such earlier date).

(g) The representations made by NewsChannel 5 Network, LLC in the Approved NewsChannel 5 Network Purchase Agreement that are material to the interests of the Lenders (but only to the extent that Journal Broadcast Group, Inc. or any affiliate thereof has the right (determined without regard to any notice requirement) to terminate its obligations (or refuse to consummate the NewsChannel 5 Network Acquisition) under the Approved NewsChannel 5 Network Purchase Agreement as a result of a breach of any such representations) shall be true and correct in all material respects on and as of the date the Term Loans are made.

(h) The Term Loans shall constitute senior obligations and shall not be subordinate to any other Indebtedness.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Credit Agreement and to make the Loans herein provided for, each of the Credit Parties hereby represents and warrants to the Agent and to each Lender that as of the Closing Date, and, except for the representations and warranties contained in Section 6.6 and the penultimate sentence in Section 6.1 and subject to Section 5.3, as of the date of each Extension of Credit hereunder and on any date on which such representations and warranties are otherwise required to be made or re-made hereunder (except as specifically set forth below in this Section 6):

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6.1 Financial Statements. Prior to the Closing Date, the Borrower furnished to the Lenders (a) the audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 25, 2011, and related audited statements of income, shareholders’ equity and cash flows for the year ended on that date, together with an unqualified opinion thereon by Ernst & Young LLP, and (b) the unaudited consolidated financial information in respect of the Borrower and its Subsidiaries, as described in Section 5.1(d), prepared by the Borrower. Such financial statements were prepared in accordance with GAAP consistently applied throughout the periods involved, are correct and complete and fairly present the consolidated financial condition of the Borrower and such Subsidiaries as of such dates and the results of their operations for the periods ended on such dates, subject, in the case of the unaudited interim statements, to the absence of footnotes, audit and normal year-end adjustments. Since December 25, 2011 there has been no development or event which has had a Material Adverse Effect. Schedule 6.1 sets forth as of the Closing Date the last day of the Borrower’s fiscal quarters for the period beginning with fiscal year 2012 and ending with fiscal year end 2017.

6.2 Ownership of Properties; Liens and Encumbrances. Each of the Borrower and its Subsidiaries has good and marketable title (or has an interest as a lessee or other right to use) to all property, real and personal, as reflected on the most recent balance sheet of the Borrower furnished to the Lenders hereunder, and all property purported to have been purchased (or leased or otherwise acquired) since the date of such balance sheet, except property sold or otherwise disposed of, the property of any Subsidiaries that are sold through an asset sale or otherwise disposed of and the return of any leased property upon the termination of any lease subsequent to such date; and each such Person’s property is free of any Lien except Permitted Liens. To the Borrower’s knowledge, all owned and leased buildings and equipment of the Borrower used in and material to the Borrower’s business are in good operating condition, repair and working order, except for ordinary wear and tear and insured losses, and, to the Borrower’s knowledge, conform to all applicable laws, ordinances and regulations the violation of which would have a Material Adverse Effect. To the Borrower’s knowledge, the Borrower possesses adequate trademarks, trade names, copyrights, patents, service marks and licenses, or rights thereto, for the present and planned future conduct of its business substantially as now conducted, without any known conflict with the rights of others which would result in a Material Adverse Effect.

6.3 Corporate Existence; Compliance with Law. Each of the Borrower and its Subsidiaries (a) is duly incorporated or otherwise formed, validly existing and in good standing (or similar concept under applicable law, including, without limitation, the concept of active status under the laws of the State of Wisconsin) under the laws of the jurisdiction of its incorporation or formation, (b) has the legal power and authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law; except to the extent that the failure to comply with any of (a) through (d) would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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6.4 Corporate Power; Authorization; Enforceable Obligations. Each of the Borrower and the other Credit Parties has full power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary entity action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. Except as otherwise specifically provided herein, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by the Borrower or the other Credit Parties (other than those which have been obtained or which the failure to obtain would not, in the aggregate, have a Material Adverse Effect) or with the validity or enforceability of any Credit Document against the Borrower or the Guarantors. Each Credit Document to which it is a party has been duly executed and delivered on behalf of the Borrower or the other Credit Parties, as the case may be. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of the Borrower or the Guarantors, as the case may be, enforceable against the Borrower or the other Credit Parties, as the case may be, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and other laws affecting the enforceability of creditors rights generally and general principles of equity.

6.5 No Legal Bar; No Default. The execution, delivery and performance of the Credit Documents, the borrowings thereunder and the use of the proceeds of the Loans will not violate any Requirement of Law the violation of which would reasonably be expected to have a Material Adverse Effect or any Contractual Obligation of the Borrower or its Subsidiaries the violation of which would reasonably be expected to have a Material Adverse Effect (except those as to which waivers or consents have been obtained), and will not result in, or require, the creation or imposition of any Lien (other than Permitted Liens) on any of its or their respective properties or revenues pursuant to any Requirement of Law or Contractual Obligation. Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect which would reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

6.6 No Material Litigation. Except as set forth in the Audited Financial Statements, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower and the other Credit Parties, threatened by or against the Borrower or any of its Subsidiaries or against any of its or their respective properties or revenues (a) with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or (b) which, would reasonably be expected to have a Material Adverse Effect.

6.7 Investment Company Act. Neither the Borrower nor any of the other Credit Parties is an “investment company”, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

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6.8 Federal Regulations. No part of the proceeds of any Loan hereunder will be used directly or indirectly for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Borrower and its Subsidiaries taken as a group do not own “margin stock” except margin stock which is a Permitted Investment, but only to the extent otherwise permitted by this Agreement.

6.9 ERISA. Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” of Section 412 of the Code (or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except to the extent that any such occurrence or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which would reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the date on which the computations have been finally completed with respect to the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, would reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan which would reasonably be expected to have a Material Adverse Effect.

6.10 Environmental Matters. Except as set forth in Schedule 6.10 and except to the extent that all of the following, in the aggregate, would not reasonably be expected to have a Material Adverse Effect:

(a) To the knowledge of the Borrower and the other Credit Parties, the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) could give rise to liability under, any Environmental Law.

(b) To the knowledge of the Borrower and the other Credit Parties, the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the Borrower or any of its Subsidiaries (the “Business”).

(c) Neither the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor do the Borrower nor the other Credit Parties have knowledge or reason to believe that any such notice will be received or is being threatened.

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(d) To the knowledge of the Borrower and the other Credit Parties, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could give rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law.

(e) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of the Borrower and the other Credit Parties, threatened, under any Environmental Law to which the Borrower or any Subsidiary is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business.

(f) To the knowledge of the Borrower and the other Credit Parties, there has been no unremediated release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws.

6.11 Use of Proceeds. The Loans hereunder may be used to replace existing debt on the Closing Date and thereafter to fund the NewsChannel 5 Network Acquisition, future Permitted Acquisitions, capital expenditures, repurchases of the Borrower’s equity interests to the extent permitted hereunder, working capital and for other lawful general corporate purposes.

6.12 Subsidiaries. Set forth on Schedule 6.12 is a complete and accurate list of all Subsidiaries of the Borrower as of the Closing Date. The outstanding capital stock and other equity interests of all such Subsidiaries is validly issued, fully paid and nonassessable (except as otherwise required by statute) and is owned, free and clear of all Liens (other than Permitted Liens).

6.13 Taxes. To the knowledge of the Borrower and the other Credit Parties, each of the Borrower and its Subsidiaries has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and paid all taxes shown thereon to be due (including interest and penalties), except for such taxes (i) which are not yet delinquent or (ii) as are being contested in good faith and by proper action, and against which adequate reserves are being maintained in accordance with GAAP. As of the Closing Date, the Borrower is not aware of any proposed material tax assessments against it or any of its Subsidiaries. As of the Closing Date, the most recent completed audit of the Borrower’s federal income tax returns was for the Borrower’s income tax year ending December 31, 2001, and all taxes shown by such returns (together with any adjustments arising out of such audit, if any) have been paid.

6.14 Solvency. The Borrower, individually, and the Borrower and its Subsidiaries, collectively, are and, after execution of this Credit Agreement on the Closing Date and after giving effect to the Indebtedness and Guarantee Obligations incurred hereunder on and after the Closing Date, will be Solvent.

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6.15 Accuracy of Information. All written information, taken as a whole, furnished by the Borrower to the Lenders is correct and complete in all material respects as of the date furnished (or if such written information specifies an earlier date, such earlier date) and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information not materially misleading in light of the circumstances under which such statements are made (giving effect to all supplements thereto).

6.16 Amendments to Schedule 6.12 and Schedule 6.17. To the extent otherwise permitted by this Agreement, the Borrower may, from time to time, amend Schedule 6.12 and/or Schedule 6.17 by delivering (effective upon receipt) to the Agent and each Lender a copy of such amended Schedule 6.12 or Schedule 6.17, as the case may be, which shall (i) be dated the date of delivery, (ii) be certified by a duly authorized officer of the Borrower as true, complete and correct as of such date as delivered in replacement for the Schedule 6.12 or Schedule 6.17, as the case may be, previously in effect, and (iii) show in reasonable detail (by blacklining or other appropriate graphic means) the changes from the predecessor Schedule 6.12 or Schedule 6.17; provided that Schedule 6.17 shall not be amended if a Material Adverse Effect results from the matters disclosed therein. Such amended schedules shall replace the prior versions thereof. For the avoidance of doubt, the receipt of such updated Schedules by the Agent and the Lenders shall not be understood to permit any action prohibited hereunder or constitute a waiver of any provision contained herein.

6.17 Station Licenses. As of the Closing Date, Schedule 6.17 lists all Station Licenses and the Credit Party that is the holder of each such Station License.

6.18 FCC Rules and Regulations.

(a) The operation of the businesses of Borrower and its Subsidiaries complies in all material respects with the Communications Act of 1934, as amended, and the applicable rules, regulations and published policies of the FCC (collectively, the “Communications Laws”) to the extent that the failure to so comply would have a Material Adverse Effect.

(b) The Station Licenses, as amended from time to time pursuant to Section 6.16, are all of the licenses, permits or other authorizations from the FCC used or necessary to operate the Stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of the Acquisition Station Licenses, an application has been made and is pending with the FCC for the granting of all necessary consents to the assignments of such Acquisition Station Licenses to Borrower or certain of its Subsidiaries. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, the Station Licenses are in full force and effect, are valid for the balance of the current license term and are unimpaired by any act or omissions of Borrower or its Subsidiaries. There are no conditions upon the Station Licenses except those conditions stated on the face thereof or conditions applicable to the stations of such class generally under the Communications Laws. Except as set forth on Schedule 6.17, as amended from time to time pursuant to Section 6.16, to the knowledge of a Responsible Officer of the Borrower, there are no applications, proceedings or complaints pending or, to the knowledge of a Responsible Officer of a Borrower, threatened in writing that could reasonably be expected to have a Material Adverse Effect (other than proceedings that apply to the broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked in each case to the extent such revocation or expiration, either singularly or in the aggregate with any other revocation or expiration would have a Material Adverse Effect. No pending renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Section 1.1305 or 1.1307(b) of the FCC’s rules. All material information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC with respect to the Station Licenses by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects.

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6.19 OFAC. No Credit Party (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224, (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such Person in any manner violative of Section 2, or (iii) is a Person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Control regulation or executive order.

6.20 USA Patriot Act, etc.. Each Credit Party is in compliance, in all material respects, with the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

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ARTICLE 7

AFFIRMATIVE COVENANTS

For so long as this Credit Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Credit Party Obligations (other than contingent obligations not then due), together with interest, Fees and all other amounts owing to the Agent or any Lender hereunder, are paid in full, the Borrower shall, and in the case of subsections 7.3, 7.4, 7.5, 7.6 and 7.8 shall cause each of its Subsidiaries, to:

7.1 Annual Financial Statement. Furnish to the Agent within 90 days after the end of each fiscal year of the Borrower a copy for each Lender (which copies the Agent shall promptly distribute to the Lenders) of a balance sheet of the Borrower as of the close of such fiscal year and related statements of income, retained earnings and cash flows for such year, setting forth in each case in comparative form corresponding figures from the preceding annual audit, prepared in accordance with GAAP, audited by a nationally recognized firm of independent certified public accountants selected by the Borrower, and accompanied by an opinion unqualified with respect to “going concern” thereon by such accountants to the effect that such financial statements present fairly, in all material respects, the financial position of the Borrower and all Consolidated Subsidiaries as of the end of such fiscal year, and the results of their operations and their cash flows for such fiscal year, in accordance with GAAP, and that such audit was conducted in accordance with generally accepted auditing practices. Each such annual statement shall be accompanied by a certificate of an authorized financial officer of the Borrower containing the calculations demonstrating the Borrower’s compliance or noncompliance with the financial covenants contained in Section 7.9 hereof. The Borrower will furnish to the Agent within 90 days after the end of each fiscal year of the Borrower a copy for each Lender (which copies the Agent shall promptly distribute to the Lenders) of a statement of income, including statements of revenues and expenses for each of the Borrower’s business segments and corporate charges. All such financial statements, and the financial statements referred to in Section 7.2 hereof, except as provided herein, shall be furnished in consolidated form for the Borrower and all Consolidated Subsidiaries which it may at the time have.

7.2 Interim Financial Statements.

(a) Furnish to the Agent within 45 days after the end of the first three fiscal quarters of each fiscal year of the Borrower, a copy for each Lender (which copies the Agent shall promptly distribute to the Lenders) of the Borrower’s 10-Q, prepared in the manner set forth in Section 7.1 hereof for the annual statements, certified to be accurate and complete by an authorized financial officer of the Borrower, subject to audit, footnotes and normal year-end adjustments, and accompanied by the certificate of such officer (i) to the effect that there exists no Default or Event of Default or, if any Default or Event of Default exists, specifying the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto, and (ii) containing the calculations demonstrating the Borrower’s compliance or noncompliance with the financial covenants contained in Section 7.9 hereof; provided, however, in the event the Borrower’s 10-Q is not filed within such 45 day period, the Borrower shall furnish to the Agent and Lenders within such 45 day period a balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such period and related statements of income including a statement of revenues and expenses for each of the Borrower’s business segments and corporate charges, shareholders’ equity and cash flows for the period from the beginning of the fiscal year to the end of such fiscal quarter, prepared and certified as set forth above.

(b) Furnish to the Agent and the Lenders, (i) contemporaneously with the filing or mailing thereof, copies for each Lender of all material of a financial nature filed with the Securities and Exchange Commission or sent to the shareholders of the Borrower generally, and (ii) such other financial information as any Lender may from time to time reasonably request.

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Documents required to be delivered pursuant to Section 7.1, Section 7.2(a) and Section 7.2(b) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date the Agent shall have received notice from the Borrower that (i) the Borrower has posted such documents on xxx.xxx.xxx, or provided a link thereto, on the Borrower’s website at www.journal xxxxxxxxxxxxxx.xxx; or (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency, DebtX or another relevant website, if any, to which each Lender and the Agent have ready access without charge (whether a commercial, third-party website or whether sponsored by the Agent).

7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods) all its material obligations of whatever nature and any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such obligations (including, without limitation, obligations to pay taxes), except when the amount or validity of such obligations and costs is currently being contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be, except where the failure to so pay, discharge or otherwise satisfy would not have a Material Adverse Effect.

7.4 Conduct of Business and Maintenance of Existence. Except as otherwise permitted by Sections 8.3 and 8.4, continue to engage in business of the same general type as now conducted by it on the date hereof and preserve, renew and keep in full force and effect its corporate existence and take all reasonable action to maintain all material rights, privileges and franchises necessary in the normal conduct of its business; comply with all Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith would not, in the aggregate, have a Material Adverse Effect.

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7.5 Maintenance of Property; Insurance. Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and insured losses excepted); maintain insurance (including insurance against claims and liabilities arising out of the manufacture or distribution of any products or the provision of any services) with respect to its properties and businesses in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to the Agent, on the Closing Date and promptly after the Agent’s request thereafter (to be made no more frequently than annually), full information as to the insurance carried. The Borrower shall deliver to the Agent for the benefit of the Holders of Secured Obligations endorsements (x) to all “All Risk” physical damage insurance policies on all of the Credit Parties’ tangible personal property and assets and business interruption insurance policies naming the Agent as lender loss payee, and (y) to all general liability and umbrella liability policies naming the Agent for the benefit of the Holders of Secured Obligations an additional insured pursuant to standard mortgagee provisions. In the event any Credit Party or any of its Subsidiaries at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required herein or to pay any premium in whole or in part relating thereto, then the Agent, without waiving or releasing any obligations or resulting Event of Default hereunder, may at any time or times thereafter (but shall be under no obligation to do so) obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto which the Agent deems advisable. All sums so disbursed by the Agent shall constitute part of the Secured Obligations, payable as provided in this Agreement. The Borrower (x) will furnish to the Agent prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding, and (y) will ensure that the Net Cash Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Credit Agreement and the Security Agreement. Notwithstanding any provision of the foregoing to the contrary, the Borrower and its Subsidiaries may self-insure to the same extent as other companies engaged in similar businesses and owning similar properties in the same general areas that the Borrower or applicable Subsidiary operates and to the extent consistent with prudent business practice.

7.6 Inspection of Property; Books and Records; Discussions. Keep proper books of records and account so that financial statements may be prepared in conformity with GAAP; and permit, during regular business hours and upon reasonable notice by the Agent, the Agent and, after the occurrence and during the continuance of an Event of Default, any of the Lenders to visit and inspect any of its properties and examine and make abstracts from any of its books and records (other than materials protected by the attorney-client privilege and materials which the Borrower may not disclose without violation of a confidentiality obligation binding upon it) at any reasonable time and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and, with one or more authorized officers of the Borrower present, with its independent certified public accountants. Except during the continuance of an Event of Default, the Borrower shall not be responsible for the reimbursement of costs and expenses relating to more than one such visit/inspection per calendar year.

7.7 Notices. Give notice to the Agent (which shall promptly transmit such notice to each Lender) of:

(a) promptly (and in any event within two (2) Business Days) after a Responsible Officer of the Borrower knows or has reason to know thereof, the occurrence of any Default or Event of Default;

(b) promptly, upon a Responsible Officer of Borrower learning of any default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect;

(c) promptly, any litigation, or any investigation or proceeding (including, without limitation, any environmental proceeding) known to a Responsible Officer of the Borrower, against the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect;

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(d) as soon as practicable and in any event within 30 days after a Responsible Officer of the Borrower knows or has reason to know thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; and

(e) promptly, upon a Responsible Officer of Borrower learning of any other development or event which would reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto.

7.8 Environmental Laws.

(a) Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except to the extent that, with respect to all of the above, failure to do so would not reasonably be expected to have a Material Adverse Effect;

(b) Conduct and complete all material investigations, studies, sampling and testing, and all material remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate actions and the non-compliance with such orders and directives would not reasonably be expected to have a Material Adverse Effect; and

(c) Defend, indemnify and hold harmless the Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Borrower, any of its Subsidiaries or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorneys’ fees and consultant’s fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph (c) shall survive repayment of the Notes and all other amounts payable hereunder.

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7.9 Financial Covenants.

(a) Consolidated Funded Debt Ratio. There shall be maintained as of the end of each fiscal quarter, as determined for the four fiscal quarter period then ended, a Consolidated Funded Debt Ratio of not greater than the Applicable Maximum Consolidated Funded Debt Ratio.

(b) Interest Coverage Ratio. There shall be maintained on a consolidated basis as of the end of each fiscal quarter, as determined for the four fiscal quarter period then ended, an Interest Coverage Ratio of not less than 3.0:1.0.

7.10 Additional Subsidiary Guarantors; Release of Guarantors.

(a) If a Subsidiary of the Borrower which is not a Guarantor hereunder (a “Non-Guarantor Subsidiary”) shall as of the end of any fiscal quarter constitute, after elimination of its intercompany items, more than either

(i) 10% of Consolidated Total Assets, or

(ii) 10% of Consolidated EBITDA for the four consecutive fiscal quarters then ended, then the Borrower will promptly notify the Agent thereof, and cause such Non-Guarantor Subsidiary to become a Guarantor hereunder by way of execution of a Joinder Agreement in accordance with Section 7.13.

(b) In addition to the requirements set forth in the foregoing clause (a), if the Non-Guarantor Subsidiaries shall, as a group after the elimination of intercompany items, as of the end of any fiscal quarter constitute in the aggregate more than either

(i) 10% of Consolidated Total Assets, or

(ii) 10% of Consolidated EBITDA for the four consecutive fiscal quarters then ended,

(collectively, the “Threshold Requirement”), then the Borrower will promptly notify the Agent thereof, and cause one or more of the Non-Guarantor Subsidiaries to become a Guarantor hereunder by way of execution of a Joinder Agreement in accordance with Section 7.13, such that immediately after the joinder of such Subsidiaries as Guarantors hereunder, the remaining Non-Guarantor Subsidiaries shall not, as a group, exceed the Threshold Requirement.

(c) If the Borrower (i) sells or otherwise disposes of all of the capital stock of a Credit Party or (ii) sells all or substantially all of the assets of a Credit Party and subsequently merges or dissolves such Credit Party out of existence, in either case in compliance with the terms of this Agreement, the Guaranty of such Credit Party shall terminate and such termination shall not be deemed an Event of Default. In addition, the Agent shall release any Subsidiary as a Guarantor promptly after the Borrower’s written request therefor, if, upon giving effect to such release, the Borrower would be in compliance with the requirements of Section 7.10(a) and Section 7.10(b).

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7.11 Station Licenses. Borrower and each of its Subsidiaries shall at all times maintain the Station Licenses and all other licenses, permits, permissions and other authorizations used or necessary to operate the radio and television stations as operated from time to time by Borrower and its Subsidiaries, except to the extent that the failure to maintain the foregoing would not have a Material Adverse Effect.

7.12 FCC Filings. Borrower will file with the FCC in a timely fashion copies of the Credit Documents to the extent required under Communications Laws, and shall take such other action as is necessary under the rules and regulations of the FCC to effect the purposes of the Credit Documents, except to the extent that the failure to do so would not have a Material Adverse Effect.

7.13 Further Assurances Regarding Collateral. As promptly as practicable but in any event within 45 days (or such later date as may be agreed upon by the Agent) after a Subsidiary is required to become a Guarantor, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Agent a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to be accompanied by appropriate resolutions, other documentation and other Credit Documents to the extent reasonably requested by the Agent, and legal opinions in form and substance reasonably satisfactory to the Agent and its counsel. The Borrower will cause, and will cause each other Credit Party to cause, all or substantially all of its owned personal property (whether tangible, intangible, or mixed), to be subject to perfected Liens in favor of the Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Security Agreement, subject in any case to Liens permitted by Section 8.2 and any exceptions thereto permitted in the Security Agreement. Neither the Borrower nor any other Credit Party shall be required to deliver mortgages to the Agent in respect of the Borrower’s or any other Credit Party’s real property or any leasehold interest. If any assets constituting Collateral are acquired by the Borrower or any Credit Party after the Closing Date with respect to which additional action is required under the Credit Agreement or the Security Agreement to perfect the Lien of the Agent in such assets, the Borrower will notify the Agent thereof, and, if requested by the Agent, and if the cost of perfecting a Lien in such property, in the Agent’s reasonable discretion, is not excessive in light of the value of such property, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, all at the expense of the Borrower.

7.14 NewsChannel 5 Network Acquisition. The Borrower, immediately after the consummation of the NewsChannel 5 Network Acquisition, shall deliver those agreements, documents and instruments and other deliverables identified in the List of Closing Documents attached hereto as Exhibit 5.1(b) under the heading “NewsChannel 5 Network Documents”.

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ARTICLE 8

NEGATIVE COVENANTS

For so long as this Credit Agreement is in effect and until the Commitments have terminated, no Note remains outstanding and unpaid and the Credit Party Obligations (other than contingent obligations not then due), together with interest, Fees and all other amounts owing to the Agent or any Lender hereunder, are paid in full, the Borrower shall not, and shall not permit any of its Subsidiaries, to:

8.1 Indebtedness. Contract, create, incur, assume or permit to exist any Indebtedness; provided, however, so long as no Event of Default exists on the date of incurrence or would result therefrom, the Borrower and its Subsidiaries may incur:

(i) purchase-money Indebtedness and Capital Lease Obligations in an aggregate outstanding principal amount not in excess of $20,000,000 at any time;

(ii) Funded Debt so long as all of the Net Cash Proceeds thereof are used to repay Loans hereunder as required by the definition of Prepayment Event and Section 3.3(b);

(iii) Indebtedness under any Credit Document;

(iv) Indebtedness existing on the Closing Date and listed on Schedule 8.1 hereto, together with any extension, refinancing or renewal thereof to the extent that (a) the principal amount of such Indebtedness is not increased, and the non-default interest rate is not increased more than 2% per annum above the then effective rate therefor (with the understanding that if the existing interest rate is based off of a pricing grid, such 2% increase may be applied to each level of such pricing grid when creating a pricing grid for the applicable extension, refinancing or renewal), (b) any Liens securing such Indebtedness are not extended to any additional type of property of any Credit Party, (c) no Credit Party that is not originally obligated (or required to be obligated) with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (d) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (e) the terms of any such extension, refinancing, or renewal are not less favorable in any material respect when taken as a whole to the obligor thereunder than the original terms of such Indebtedness and (f) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness;

(v) unsecured Indebtedness owing by a Grantor to any other Grantor, or by any Grantor to a Subsidiary (subject to subordination terms acceptable to the Agent);

(vi) Guarantee Obligations permitted under Section 8.6;

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(vii) Indebtedness under Hedging Agreements to the extent permitted under Section 8.5; and

(viii) other Indebtedness in an aggregate principal amount not in excess of $50,000,000 at any time.

8.2 Liens. Contract, create, incur, assume or permit to exist any Lien with respect to any of its property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens.

8.3 Nature of Business. Except as otherwise permitted by Section 8.4, cease to be primarily engaged in the broadcasting and news businesses and businesses reasonably related thereto and reasonable extensions thereof.

8.4 Consolidation, Merger, Sale or Purchase of Assets, etc.

(a) dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of any substantial part of its property or assets in one transaction or a series of related transactions outside of the ordinary course of business or agree to do so at a future time except the following, without duplication, shall be expressly permitted:

(i) Specified Sales, dispositions effectuated by any transaction permitted under clause (b) below and dispositions permitted under Section 8.10;

(ii) the sale, lease or transfer of property or assets by a Credit Party to any other Credit Party (including, without limitation, as the result of any dissolution, liquidation or wind up of the affairs of any Subsidiary), and by any Subsidiary to a Credit Party (subject to the requirements of Section 8.7);

As used herein, “substantial part” shall mean property and assets, the book value of which, when added to the book value of all other assets sold, leased or otherwise disposed of by the Borrower and its Subsidiaries (other than in the ordinary course of business), shall in any fiscal year exceed 15% of Consolidated Total Assets, in each case determined as of the end of the immediately preceding fiscal year; or

(b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) all or any substantial part of the property or assets of any Person other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business (except as otherwise limited or prohibited herein), or enter into any transaction of merger or consolidation, except for (i) investments or acquisitions constituting Permitted Investments and, subject to the limitations set forth in Section 8.10, repurchases by any Credit Party of its outstanding capital stock, (ii) the merger or consolidation of any Credit Party with or into another Credit Party, provided that in any such case the Borrower (if party thereto) shall be the surviving entity, (iii) the merger or consolidation of any wholly-owned Subsidiary with or into any other wholly-owned Subsidiary, (iv) the merger or consolidation of any wholly-owned Subsidiary with or into the Borrower provided that in any such case the Borrower shall be the surviving entity, and (v) Permitted Acquisitions.

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8.5 Hedging Agreements. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Agreement, other than non-speculative Hedging Agreements entered into to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Agreement entered into for speculative purposes or of a speculative nature is not a Hedging Agreement entered into to hedge or mitigate risks.

8.6 Guarantee Obligations. Contract, create, incur, assume or permit to exist any Guarantee Obligations, except Permitted Guarantee Obligations.

8.7 Transactions with Affiliates. Except as set forth in Schedule 8.7 hereto, and except pursuant to the Shareholders Agreement, dated as of May 12, 2003 among Borrower, The Journal Company, Matex Inc. and Xxxxx Family Journal Stock Trust, as amended from time to time, as permitted by the definition of Permitted Investments, as permitted by Section 8.4, in connection with redemption of Borrower’s Class A Shares, Class B Shares or Class C Shares or otherwise as permitted hereunder, or as set forth in the Audited Financial Statements, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any Credit Party’s officer, director, shareholder or Affiliate (other than a Credit Party or a wholly-owned Subsidiary) other than on terms and conditions substantially as favorable in all material respects as would be obtainable in a comparable arm’s-length transaction with a Person other than an officer, director, shareholder or Affiliate (other than a Credit Party or wholly-owned Subsidiary).

8.8 Ownership of Subsidiaries. Create, form or acquire a Subsidiary, unless any such Subsidiary shall become an Additional Credit Party, if required, in accordance with the provisions of Section 7.10.

8.9 Fiscal Year. Change its fiscal year, except the Borrower may change its fiscal year once after the Closing Date to a calendar year.

8.10 Dividends. Make any payment, distribution or Dividend (other than a dividend or distribution payable solely in stock or equity interests of the Person making the dividend or distribution or rights or options to acquire such stock or equity interests) on or any payment on account of the purchase, redemption or retirement of, or any other distribution on, any partnership interest, limited liability company interest, share of any class of stock or other ownership interest in such Person (collectively, “Distributions”); provided notwithstanding the foregoing, so long as no Event of Default exists or would result therefrom, (i) wholly-owned Subsidiaries may make Distributions to the Borrower or other wholly-owned Subsidiaries of the Borrower, (ii) the Borrower and each wholly-owned Subsidiary may retire, on a non-cash basis, treasury stock, and (iii) the Borrower may pay dividends in respect of its equity interests and may repurchase its equity interests from the holders thereof so long as, after giving effect thereto, the aggregate amount of cash paid in respect of such dividends and repurchases does not exceed the greater of (x) $30,000,000 during any fiscal year and (y) such amount that the Borrower’s pro forma ratio (giving effect to the applicable dividend or repurchase for the most recent four fiscal quarter period then ended) of (1) Consolidated EBITDA plus Rentals minus income and franchise taxes paid in cash minus Capital Expenditures minus Distributions paid in cash to (2) Consolidated Interest Expense plus scheduled principal payments made during the applicable period plus Rentals, is greater than 1.20 to 1.00; provided, however, that the foregoing limitation on the amount of Distributions under this clause (iii) shall not apply if the Consolidated Funded Debt Ratio as of the last day of the most recently ended fiscal quarter is less than 2.00 to 1.00 (giving pro forma effect to the applicable Distribution).

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ARTICLE 9

EVENTS OF DEFAULT

Upon the occurrence and during the continuance of any of the following events (each an “Event of Default”):

(a) The Borrower shall fail to pay any principal on any Note when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any interest on any Note or any Fee or other amount payable hereunder when due in accordance with the terms thereof or hereof and such failure shall continue unremedied for five (5) Business Days, or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guarantee Obligations thereunder; provided, that no Guarantor shall be required to make any payment in respect of any interest or Fee or other amount (other than principal) until the expiry of the aforementioned five (5) Business Day cure period provided to the Borrower; or

(b) Any representation or warranty made or deemed made by the Borrower or other Credit Party herein, or in any of the other Credit Documents or which is contained in any certificate, document or financial or other written statement furnished by the Borrower or other Credit Party at any time under this Agreement or any other Credit Document shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made; or

(c) The Borrower shall (i) default in the due performance or observance of Section 7.7(a), 7.9, 7.14 or Section 8, (ii) default in the observance or performance of Section 7.1 or 7.2 and such default shall continue unremedied for a period of 10 days or more after written notice thereof from the Agent or the Required Lenders, or (iii) default in the observance or performance of any other term, covenant or agreement contained herein, or in any of the other Credit Documents (other than as described in subsections 9(a), 9(b), 9(c)(i) or 9(c)(ii) above), and such default shall continue unremedied for a period of 30 days or more after written notice thereof from the Agent or the Required Lenders; or

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(d) The Borrower or any of its Subsidiaries shall (i) default in any payment of principal of or interest on any Indebtedness of the types described in the clauses (a) (excluding Indebtedness for the deferred purchase price of property or services), (b), (c) and (i) of the definition thereof (other than the Notes and intercompany Indebtedness) in a principal amount outstanding of at least $25,000,000 in the aggregate for the Borrower and its Subsidiaries or in the payment of any matured Guarantee Obligation with respect to Indebtedness of the types described in the clauses (a) (excluding Indebtedness for the deferred purchase price of property or services), (b), (c) and (i) of the definition thereof in a principal amount outstanding of at least $25,000,000 in the aggregate for the Borrower and its Subsidiaries beyond the period of grace (not to exceed 30 days), if any (except any such Indebtedness or Guarantee Obligations which the Borrower and its Subsidiaries are disputing in good faith and for which they have established adequate reserves or Indebtedness owing by one Subsidiary to the Borrower or another Subsidiary that is not being accelerated and for which no enforcement or collection action has been commenced); or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness in a principal amount outstanding of at least $25,000,000 in the aggregate for the Borrower and its Subsidiaries or Guarantee Obligation in a principal amount outstanding of at least $25,000,000 in the aggregate for the Borrower and its Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than any event or condition requiring prepayment in the absence of a default or event of default), the effect of which default or other event or condition is to cause, or the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries shall cause or overtly threaten to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; provided, that this Section 9(d) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; or

(e) (i) The Borrower or any other Credit Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any other Credit Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any other Credit Party any case, proceeding or other action of a nature referred to in clause (i) above which (X) results in the entry of an order for relief or any such adjudication or appointment or (Y) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Credit Party any case, proceeding other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any other Credit Party shall take any action authorizing, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any other Credit Party shall not, or shall be unable to, or shall admit in writing its inability to, generally pay its debts as they become due; or

(f) One or more judgments or decrees shall be entered against the Borrower or any other Credit Party and such judgments or decrees shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof and involve in the aggregate a liability (to the extent not paid when due or covered by insurance) of $25,000,000 or more; or

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(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any failure to satisfy the “minimum funding standards” of Section 412 of the Code (or Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower, any of its Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect; or

(h) Any Person or group of Persons which is unacceptable to the Required Lenders obtains control of more than 50% of the issued and outstanding voting power of the Borrower (excluding, for the avoidance of doubt, any Person or group of Persons holding such voting power as of the Closing Date); or

(i) The Guaranty or any provision thereof shall cease to be in full force and effect (other than in accordance with the terms hereof or as a result of an amendment in accordance herewith) or any Credit Party or any Person acting by or on behalf of any Credit Party shall deny or disaffirm any Credit Party’s obligations under the Guaranty; or

(j) The Security Agreement or any provision thereof shall cease to be in full force and effect (other than in accordance with its terms), or any Credit Party or any Person acting by or on behalf of any Credit Party shall deny or disaffirm any Credit Party’s obligations under the Security Agreement (other than in accordance with its terms), or the Security Agreement shall for any reason fail to create a valid and perfected first priority security interest and Lien in any Collateral purported to be covered thereby, except as permitted by the terms of the Security Agreement or this Credit Agreement; or

(k) Any other Credit Document shall fail to be in full force and effect (other than in accordance with its terms or as provided herein); or

(l) if the Term Loans are made one Business Day prior to the date (the “Acquisition Closing Date”) on which the NewsChannel 5 Network Acquisition is to be consummated (instead of on the Acquisition Closing Date), and the NewsChannel 5 Network Acquisition is not then consummated, the Borrower’s failure to repay all amounts owing in respect of the Term Loans on the first Business Day to occur after the day on which the Acquisition Closing Date was to have occurred.

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then, and in any such event, (A) if such event is an Event of Default specified in paragraph (e) above, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the written consent of the Required Lenders, the Agent may, or upon the written request of the Required Lenders, the Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the written consent of the Required Lenders the Agent may, or upon the written request of the Required Lenders, the Agent shall, by notice of default to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the Credit Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section 9, any other provision of this Credit Agreement or any provision of any other Credit Document, presentment, demand, protest and all other notices of any kind are hereby expressly waived.

Notwithstanding the foregoing or anything to the contrary set forth herein, if, during the five consecutive day period immediately following the date on which the NewsChannel 5 Network Acquisition is consummated (the “Cleanup Period”), a matter or circumstance exists with respect to NewsChannel 5 Network, LLC that constitutes a breach of any provision set forth in Article 6, Article 7 or Article 8, or otherwise constitutes a Default or an Event of Default, such matter or circumstance will not constitute a Default or an Event of Default; provided that (i) such matter or circumstance does not constitute a Default or an Event of Default under clause (a), (d), (e), (h) or (k) (solely with respect to this Credit Agreement) of Article 9 hereof, Article 8 hereof, Section 7.9, Section 7.4 (with respect to its existence), Section 7.7(a) or a Default or Event of Default that is incapable of being cured, (ii) reasonable steps are being taken by the Borrower or NewsChannel 5 Network, LLC to cure such matter or circumstances and (iii) such Default or Event of Default is cured or otherwise ceases to exist within the Cleanup Period.

ARTICLE 10

AGENCY PROVISIONS

10.1 Appointment. Each Lender hereby designates and appoints U.S. Bank National Association as Agent hereunder of such Lender to act as specified herein and in the other Credit Documents, and each such Lender hereby authorizes the Agent as the agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere herein and in the other Credit Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Agent. The provisions of this Section are solely for the benefit of the Agent and the Lenders and none of the Credit Parties shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit Documents, the Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for the Borrower or any other Credit Party.

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

10.3 Exculpatory Provisions. Neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection herewith or in connection with any of the other Credit Documents except for its or such Person’s own gross negligence or willful misconduct, or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any of the Credit Parties contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency herefor of any of the other Credit Documents, or for any failure of the Borrower to perform its obligations hereunder or thereunder. The Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Credit Agreement, or any of the other Credit Documents or for any representations, warranties, recitals or statements made herein or therein or made by the Borrower or any Credit Party in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents in connection herewith or therewith furnished or made by the Agent to the Lenders or by or on behalf of the Credit Parties to the Agent or any Lender or be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties, books or records of the Credit Parties.

10.4 Reliance on Communications. The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation reasonably believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Agent and any of the Lenders, independent accountants and other experts selected by the Agent with reasonable care). The Agent may deem and treat the Lenders as the owner of their respective interests hereunder for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agent in accordance with Section 11.6(d). The Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement or under any of the other Credit Documents unless it shall first receive such advice or concurrence of the Required Lenders, or all Lenders, as the case may be, as it reasonably deems appropriate. With respect to the Lenders, the Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder or under any of the other Credit Documents in accordance with a request of the Required Lenders (or to the extent specifically provided in Section 11.1, all the Lenders) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders (including their successors and assigns).

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10.5 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder (other than the failure by the Borrower to pay any principal or interest on any Note when due in accordance with the terms thereof or hereof) unless the Agent has received notice from a Lender or a Credit Party referring to the Credit Document, stating that a Default or Event of Default exists, and specifying the particulars thereof. In the event that the Agent receives such a notice or the Borrower fails to pay any principal or interest on any Note when due, the Agent shall give prompt notice thereof to the Lenders. The Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders, otherwise than an action that the Agent reasonably believes would be a violation of law or otherwise prohibited by the Credit Documents.

10.6 Non-Reliance on Agent and Other Lenders. Each Lender expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent or any Affiliate thereof hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by the Agent to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and creditworthiness of the Borrower. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of the Borrower which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

10.7 Indemnification. The Lenders agree to indemnify the Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting any obligation of the Borrower to do so), ratably according to their respective Revolving Commitment Percentages and Term Loan Commitment Percentages (or if the Commitments have expired or been terminated, in accordance with the respective principal amounts of outstanding Loans of the Lenders), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the termination of this Credit Agreement) be imposed on, incurred by or asserted against the Agent in its capacity as such in any way relating to or arising out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of the Agent. If any indemnity furnished to the Agent by the Lenders for any purpose shall, in the reasonable opinion of the Agent, be insufficient or become impaired, the Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished.

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10.8 Agent in its Individual Capacity. The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower or any other Credit Party as though the Agent were not Agent hereunder. With respect to its Loans, the Agent shall have the same rights, obligations and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Agent, and the terms “Lender” and “Lenders” shall include the Agent in its individual capacity.

10.9 Successor Agent. The Agent may, at any time, resign upon 30 days’ written notice to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Agent (which shall be a Lender) with the prior written consent of the Borrower, which consent shall not be unreasonably withheld. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the notice of resignation, as appropriate, then the retiring Agent shall select a successor Agent provided such successor is a Lender hereunder or a commercial bank organized under the laws of the United States of America or of any State thereof and has a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations as Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Credit Agreement.

10.10 Joint Lead Arrangers, Co-Syndication Agent, Co-Documentation Agent, and Joint Book Runners. The Lenders (together with their Affiliates) identified on the title page to this Agreement as “Joint Lead Arranger,” “Co-Documentation Agent,” “Co-Syndication Agent,” or “Joint Book Runner” shall have no right, power, obligation or liability other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders (together with their Affiliates) so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any Lender so identified in deciding to enter into this Agreement or in taking or omitting any action hereunder.

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10.11 Secured Obligations. The Agent is a “representative” of the Holders of Secured Obligations within the meaning of the term “secured party” as defined in the Wisconsin Uniform Commercial Code. Each Lender authorizes the Agent to enter into the Security Agreement and each other Credit Document pursuant to which a Credit Party grants, perfects or further assures the enforceability of a Lien in favor of the Agent and to take all action contemplated thereby. Each Lender agrees that no Holder of Secured Obligations (other than the Agent) shall have the right individually to seek to realize upon the security granted by the Security Agreement or any other Credit Document, it being understood and agreed that such rights and remedies may be exercised solely by the Agent for the benefit of the Holders of Secured Obligations upon the terms of the Security Agreement and each other Credit Document which grants, perfects or further assures the enforceability of a Lien from a Credit Party in favor of the Agent. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Holders of Secured Obligations any Credit Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Agent on behalf of the Holders of Secured Obligations. The Lenders hereby authorize the Agent, at its option and in its discretion, to (a) release any Lien granted to or held by the Agent upon any Collateral (i) as permitted by, but only in accordance with, the terms of the applicable Credit Document; or (ii) if approved, authorized or ratified in writing by the Required Lenders; provided, however, that any release of all or substantially all of the Collateral shall require the prior written consent of all of the Lenders; and (b) release any Subsidiary as a Guarantor in accordance with Section 7.10. With respect to any Specified Sale permitted under this Credit Agreement or the Security Agreement, the Lien held by the Agent on the assets subject to such Specified Sale shall be automatically released upon the consummation thereof; provided, however, that such automatic release shall not occur during the continuance of an Event of Default. Upon request by the Agent at any time, the Lenders will confirm in writing the Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant to the terms of any Credit Document (including a permitted transfer to a Subsidiary other than a Credit Party), or consented to in writing by the Required Lenders, and upon at least five Business Days’ prior written request by the Borrower to the Agent, the Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Agent for the benefit of the Holders of Secured Obligations herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than the absence of Liens granted by the Agent), and (ii) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of any Credit Party or any Subsidiary thereof in respect of) all interests retained by any Credit Party or any Subsidiary thereof, including (without limitation) the Net Cash Proceeds of the sale, all of which shall continue to constitute part of the Collateral.

The Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on behalf of its affiliated Holders of Secured Obligations, agrees that the Agent may determine, in its sole discretion, to not perfect a Lien in an asset of any Credit Party if the cost and expense associated with perfecting such Lien would be excessive in light of the value of such asset, or if such asset would not provide material credit support for the benefit of the Holders of Secured Obligations.

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Each Lender hereby irrevocably authorizes the Agent, at its option and in its sole discretion (without impairing any automatic or required release under any Credit Document), to (1) release any Liens granted to the Agent by the Credit Parties on any Collateral (i) upon the termination of all Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner reasonably satisfactory to the Agent, (ii) constituting property being sold or disposed of if the Borrower certifies to the Agent that the sale or disposition is made in compliance with the terms of this Credit Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Credit Party under a lease which has expired or been terminated in a transaction permitted under this Credit Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to Article 9 of this Credit Agreement, and (2) take any actions deemed appropriate by it in connection with the grant by any Credit Party or any Subsidiary of Liens of the type described in Section 8.2 (including without limitation, by executing appropriate lien releases or lien subordination agreements in favor of the holder or holders of such Liens, in either case solely with respect to the item or items of equipment or other assets subject to such Liens). Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the Net Cash Proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Agent and the Holders of Secured Obligations, in assets which, in accordance with Article 9 of the Wisconsin Uniform Commercial Code or any other applicable law, can be perfected only by possession. Should any Lender (other than the Agent) lawfully obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent’s request therefor shall deliver such Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent’s instructions.

ARTICLE 11

MISCELLANEOUS

11.1 Amendments, Waivers. Neither this Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this subsection. The Required Lenders may, or, with the written consent of the Required Lenders, the Agent may, from time to time, (a) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding, amending or deleting any provisions of this Credit Agreement or the other Credit Documents or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification or release shall (i) reduce the amount or extend the scheduled date of maturity of any Loan, Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (other than interest at the increased post-default rate) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby, or (ii) amend, modify or waive any provision of this Section 11.1 or reduce the percentage specified in the definition of Required Lenders or Required Revolving Lenders, or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement, in each case without the written consent of all the Lenders, or (iii) amend, modify or waive any provision of Section 10 without the written consent of the then Agent, (iv) amend Section 3.12 or 7.10 without the written consent of all Lenders, or (v) release the obligation of any Guarantor under the Guaranty if such release would cause a violation of Section 7.10 or all or substantially all of the Guarantors or all or substantially all of the Collateral (in each case other than in accordance with the terms of the Credit Documents), without the written consent of all Lenders. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the Lenders and the Agent shall be restored to their former position and rights hereunder and under the outstanding Loans, Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing or any provision of any other Credit Document to the contrary, this Agreement and each Credit Document may be amended in accordance with Section 2.3(f) to facilitate the increase of the Revolving Commitments and/or the Term Loan Commitments, and/or the extension of Incremental Revolving Commitments and/or Incremental Term Loan Commitments, without complying with this Section 11.1.

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11.2 Notices.

(a) Except as otherwise provided in Section 2, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (i) when delivered by hand, (ii) when transmitted via telecopy (or other facsimile device) on a Business Day between the hours of 8:30 A.M. and 5:00 P.M. (Milwaukee, Wisconsin time) or on the following Business Day (if sent after 5:00 P.M. Milwaukee, Wisconsin time) to the number set out herein, (iii) the day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (iv) the third Business Day following the day on which the same is sent by first class mail, postage prepaid, in each case, addressed as follows in the case of the Borrower and the Agent, and as set forth on Schedule 11.2 in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:

	The Credit Parties:	Journal Communications, Inc.
		000 Xxxx Xxxxx Xxxxxx
		X.X. Xxx 000
		Xxxxxxxxx, Xxxxxxxxx 00000
		Attn: Xxxxx Xxxxxxxxx
		Phone: (000) 000-0000
		Fax: (000) 000-0000

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		with a copy to:

		Xxxxx & Lardner
		000 X. Xxxxxxxxx Xxxxxx
		Xxxxxxxxx, Xxxxxxxxx 00000-0000
		Attn: Xxxxxxxx X. Xxxx
		Phone: (000) 000-0000
		Fax: (000) 000-0000

	The Agent:	U.S. Bank National Association
		000 X. Xxxxxxxxx Xxxxxx
		Xxxxxxxxx, Xxxxxxxxx 00000
		Attn: Xxxxxxx X. Xxxxxxx
		Phone: (000) 000-0000
		Fax: (000) 000-0000

		with a copy to:

		Sidley Austin LLP
		0 X. Xxxxxxxx Xx.
		Xxxxxxx, Xxxxxxxx 00000
		Attn: Xxxx X. Xxxxxxx
		Phone: (000) 000-0000
		Fax: (000) 000-0000

	The Co-Syndication Agents:	SunTrust Bank
		0000 Xxxxxxxxx Xx., X.X.
		Xxxxxxx, Xxxxxxx 00000
		Attn: Xxxxxxx Xxxxxx
		Phone: (000) 000-0000
		Fax: (000) 000-0000

		Bank of America, N.A.
		000 X. XxXxxxx Xx. Xxxxxxx, XX 00000 Attn: Xxxxxxxxx Xxxxx Phone: (000) 000-0000 Fax: (000) 000-0000

(b) Notices and other communications to the Agent and the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 unless otherwise agreed by the Agent and the applicable Lender. Any of the Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

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

11.4 Survival of Representations and Warranties. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans, provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all amounts owing hereunder and under any Notes have been paid in full.

11.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Agent for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation and execution of, and any amendment, supplement or modification to, the Credit Documents (including, without limitation, the Security Agreement) and any other documents prepared in connection herewith or therewith, and the consummation of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to the Agent, (b) to pay out-of-pocket expenses, including reasonable attorneys’ fees, incurred by each Lender in connection with the negotiation, preparation and execution of the Credit Documents, not to exceed $2,500 for each Lender, and reasonable expenses, including reasonable attorneys’ fees, in connection with any future amendments or modifications hereto, (c) to pay or reimburse each Lender and the Agent for all its out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement and any other Credit Documents (including, without limitation, the Security Agreement), including, without limitation, the reasonable fees and disbursements of a single primary counsel (and up to one local counsel in each applicable local jurisdiction and any applicable regulatory counsel) representing the Agent and the Lenders (including reasonable allocated costs of in-house legal counsel); provided, that if the Agent or a Lender (or its counsel) determines that it would create actual or potential conflicts of interest to not have individual counsel, the Agent and such Lender may have its own counsel for which they shall be reimbursed in accordance with the foregoing, (d) on demand (together with a calculation or explanation, as applicable, of the amount demanded), to pay, indemnify, and hold each Lender and the Agent harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (e) to pay, indemnify, and hold each Lender and the Agent and their Affiliates, officers, directors, shareholders, employees and agents harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever arising from any action, claim or proceeding with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other documents and the use, or proposed use, of proceeds of the Loans (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, that the Borrower shall not have any obligation hereunder to the Agent or any Lender with respect to Indemnified Liabilities arising from (i) the gross negligence or willful misconduct of the Agent or any such Lender, as applicable, (ii) legal proceedings commenced against or disputes among the indemnified parties by any other indemnified parties or its participants, or (iii) the violation by the Agent or any such Lender of an express provision of the Credit Documents, if so determined by a final judgment of a court of competent jurisdiction. The agreements in this Section 11.5 shall survive repayment of the Loans, Notes and all other amounts payable under the Credit Documents.

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11.6 Successors and Assigns; Participations; Purchasing Lenders.

(a) This Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Agent, all future holders of the Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender and no Lender may assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of the Borrower, except as otherwise permitted by this Section 11.6.

(b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law and, so long as no Event of Default has occurred and is continuing, with the consent of the Borrower if the Participant (as defined below) is not an Affiliate of such Lender (which consent shall not be unreasonably withheld), at any time sell to one or more banks or other entities (“Participant” or “Participants”) participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder, provided, however, that at all times such Lender shall retain for its own account interests in Loans owing to such Lender in an aggregate outstanding principal amount which, when added to the aggregate outstanding principal amount of any interests in Loans sold by such Lender to Participants who are Affiliates of such Lender, equals not less than fifty percent (50%) of the aggregate principal amount of all such Lender’s outstanding Loans. In the event of any such sale by a Lender of participating interests to a Participant, such Lender’s obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Credit Agreement, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan, Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant’s participation over the amount thereof then in effect it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of any Participant if the Participant’s participation is not increased as a result thereof, or (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit Agreement or any of the other Credit Documents (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided that each Participant shall be entitled to the benefits of Sections 3.6, 3.7, 3.8, 3.9 and 11.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

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(c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell or assign (i) to any Lender or any Affiliate thereof, except that any such sale or assignment shall be made only with the consent of the Borrower if such sale or assignment would increase any amount payable by the Borrower hereunder, or (ii) to one or more additional banks or financial institutions (“Purchasing Lenders”), except that any such sale or assignment shall be made only with the consent of the Agent and, so long as no Event of Default has occurred and is continuing or at any time if any such sale or assignment would increase any amount payable by the Borrower hereunder, the consent of the Borrower (with the Borrower being deemed to have consented to any assignment if it has not rejected such assignment in writing within 10 Business Days after having received notice thereof from the Administrative Agent (provided that no consent of the Agent or the Borrower shall be required if the assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, it being understood that the assigning Lender shall promptly notify the Borrower in writing of any such assignment to a Lender, Affiliate of a Lender or an Approved Fund)): all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of $10,000,000 (or, if less, the entire amount of such Lender’s obligations) if the Purchasing Lender is not a Lender hereunder, or with no minimum amount if the Purchasing Lender is a Lender hereunder, pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender, such transferor Lender (and, in the case of a Purchasing Lender that is not then a Lender or an Affiliate thereof so long as no Event of Default has occurred and is continuing, by the Borrower and the Agent), and delivered to the Agent for its acceptance and recording in the Register (as defined below). Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender hereunder with a Commitment or Loans as set forth therein, and (y) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Credit Agreement (and, in the case of a Commitment Transfer Supplement covering all or the remaining portion of a transferor Lender’s rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto). Such Commitment Transfer Supplement shall be deemed to amend this Credit Agreement (deemed to comply with Section 11.1) to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Revolving Commitment Percentages and/or Term Loan Commitment Percentages, as the case may be, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Credit Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the Note delivered to the Agent pursuant to such Commitment Transfer Supplement a new Note to the order of such Purchasing Lender in an amount equal to the Commitment (or Loans, as applicable) assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment or Loans hereunder, a new Note to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Except for the expense of executing and delivering such new Note to the Agent pursuant to this Section, the Borrower shall not be obligated to pay any transfer fees, costs or expenses to the Agent or any Lender in connection with any such transfer. Such new Note shall be dated the Closing Date and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Agent to the Borrower marked “canceled.”

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(d) The Agent shall maintain at its address referred to in Section 11.2 a copy of each Commitment Transfer supplement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a Commitment Transfer Supplement executed by a transferor Lender and a Purchasing Lender and, in the case of a Purchasing Lender that is not then a Lender (or an Affiliate thereof, by the Borrower and the Agent) together with payment to the Agent by the transferor Lender or the Purchasing Lender (as agreed between them) of a registration and processing fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer Supplement, and the Notes subject to such Commitment Transfer Supplement, the Agent shall (i) accept such Commitment Transfer Supplement, (ii) record the information contained therein in the Register and (iii) give prompt notice of such acceptance and recordation to the Lenders and the Borrower.

(f) Subject to Section 11.8, the Borrower authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a “Transferee”) and any permitted prospective Transferee any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Credit Agreement.

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(g) At the time of each assignment pursuant to this Section 11.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Agent the appropriate Internal Revenue Service Forms (and, if applicable, a U.S. Tax Compliance Certificate) described in Section 3.9.

(h) Nothing herein shall prohibit any Lender from pledging or assigning any of its rights under this Credit Agreement (including, without limitation, any right to payment of principal and interest under any Note) to any Federal Reserve Bank in accordance with applicable laws.

11.7 Set-off. In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon the occurrence and during the continuance of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any Affiliate, branch or agency thereof to or for the credit or the account of the Borrower (unless held in a trust, escrow or similar capacity), or any part thereof in such amounts as such Lender may elect, against and on account of the obligations and liabilities of the Borrower to such Lender hereunder and claims of every nature and description of such Lender against the Borrower, in any currency, whether arising hereunder, under the Notes or under any documents contemplated by or referred to herein or therein, as such Lender may elect, whether or not such Lender has made any demand for payment. The aforesaid right of set-off may be exercised by such Lender against the Borrower or against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower, or against anyone else claiming through or against the Borrower or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. In the event that any Defaulting Lender shall exercise such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section 3.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.

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11.8 Confidentiality. The Agent and each Lender shall hold in confidence any material nonpublic information delivered or made available to them by or on behalf of the Borrower or any of its Affiliates. Notwithstanding the foregoing, nothing herein shall prevent the Agent or any Lender from disclosing any information delivered or made available to it by the Borrower (a) to such Lender’s Affiliates, the Agent or any Lender (it being understood that the Agent or the applicable Lender will instruct the applicable Person receiving such information to hold such information in confidence in accordance with this Section 11.8), (b) upon the order of any court or administrative agency, (c) upon the request or demand of any regulatory agency or authority, (d) which has been publicly disclosed other than as a result of a disclosure by the Agent or any Lender which is not permitted by this Agreement, (e) to the extent reasonably required in connection with any litigation to which the Agent, any Lender, or any of their respective Affiliates may be a party, along with the Borrower, any Subsidiary or any of their respective Affiliates, (f) to the extent reasonably required in connection with the exercise of any right or remedy under this Agreement, (g) to such Agent’s or Lender’s legal counsel and financial consultants and independent auditors (it being understood that the Agent or the applicable Lender will instruct the applicable Person receiving such information to hold such information in confidence in accordance with this Section 11.8), and (h) to any Transferee or permitted prospective Transferee if such Transferee or permitted prospective Transferee agrees in writing to be bound by the duty of confidentiality under this Section to the same extent as if it were a Lender hereunder.

11.9 Table of Contents and Section Headings. The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement.

11.10 Counterparts. This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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

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

11.13 Governing Law. This Credit Agreement and the Notes and the rights and obligations of the parties under this Credit Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Wisconsin without giving effect to its conflicts of law provisions.

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11.14 Government Approval. Notwithstanding anything to the contrary contained herein or in any other Credit Document any action taken or proposed to be taken hereunder that would affect the operational, voting, or other control of any Credit Party or affect the ownership of the Station Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained herein or in any other Credit Document, Agent and Lenders shall not take any action pursuant hereto that would constitute or result in any assignment of the Station Licenses or transfer of control of any Credit Party if such assignment or transfer of control would require, under then existing law (including the Communications Laws), the prior approval of the FCC, without first obtaining such approval of the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). Each Credit Party agrees to take any lawful action which the Agent may request in order to obtain and enjoy the full rights and benefits granted to the Agent and Lenders by this Credit Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Credit Party’s best efforts to assist in obtaining any approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Credit Agreement. Such efforts shall include, without limitation, sharing with Agent any FCC registration numbers, account numbers and passwords for the FCC’s CDBS System and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the Station Licenses or transfer of control of any Credit Party required to be filed under the Communications Laws for approval of any sale or transfer of the Station Licenses.

11.15 Consent to Jurisdiction and Venue. All judicial proceedings brought against the Borrower or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents shall be brought in any state or federal court of competent jurisdiction in the State of Wisconsin, and, by execution and delivery of this Credit Agreement, the Borrower and each of the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. The Borrower, each of the other Credit Parties, the Agent and the Lenders irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall limit the right of any Lender to bring proceedings against the Borrower and each of the other Credit Parties in the court of any other jurisdiction.

11.16 Acknowledgements. Each of the Credit Parties hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

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

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11.17 Waivers of Jury Trial. THE CREDIT PARTIES, THE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

11.18 Limitation of Liability. THE CREDIT PARTIES, THE AGENT AND THE LENDERS HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER FROM THE OTHER PARTY ANY EXEMPLARY, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

The remainder of this page is intentionally blank.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written.

	JOURNAL COMMUNICATIONS, INC.,
	as the Borrower

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	President and Chief Financial Officer

Signature Page to

Second Amended and Restated Credit Agreement

	JOURNAL BROADCAST GROUP OF TENNESSEE, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Treasurer

	JOURNAL SENTINEL, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Executive Vice President

	JOURNAL BROADCAST GROUP, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Executive Vice President and Chief Financial Officer

	JOURNAL BROADCAST CORPORATION, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Vice President

	JOURNAL HOLDINGS, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Executive Vice President

	JOURNAL BROADCAST GROUP OF KANSAS, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxx
	Name:	Xxxxx X. Xxxxxxx
	Title:	Treasurer

Signature Page to

Second Amended and Restated Credit Agreement

	JOURNAL COMMUNITY PUBLISHING GROUP, INC.,
	as a Guarantor

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Executive Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	U.S. BANK NATIONAL ASSOCIATION,
	as a Lender and as Administrative Agent

	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	SUNTRUST BANK,
	as a Lender

	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	BANK OF AMERICA, N.A.,
	as a Lender

	By:	/s/ Xxxxxxxxx X. Xxxxx
	Name:	Xxxxxxxxx X. Xxxxx
	Title:	Senior Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	FIFTH THIRD BANK,
	as a Lender

	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	THE NORTHERN TRUST COMPANY,
	as a Lender

	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	ASSOCIATED BANK, N.A.,
	as a Lender

	By:	/s/ Xxxxxx X. Xxxxxx
	Name:	Xxxxxx X. Xxxxxx
	Title:	Senior Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	BMO XXXXXX BANK, N.A.
	as a Lender

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

	By:	/s/ Xxxxxxxx X. Xxxxxxx
	Name:	Xxxxxxxx X. Xxxxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	BANK MUTUAL,
	as a Lender

	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	The undersigned Departing Lender hereby acknowledges and agrees that, from and after the date hereof, it is no longer a party to the Existing Credit Agreement and will not be a party to this Agreement.

	COMERICA BANK, as a Departing Lender (and solely with respect to Section 3.16 of the Credit Agreement)

	By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President

Signature Page to

Second Amended and Restated Credit Agreement

	The undersigned Departing Lender hereby acknowledges and agrees that, from and after the date hereof, it is no longer a party to the Existing Credit Agreement and will not be a party to this Agreement

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Departing Lender (and solely with respect to Section 3.16 of the Credit Agreement)

	By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President

SCHEDULE 2.1(a)

COMMITMENTS

REVOLVING COMMITMENTS

Lender	Amount		Percentage
U.S. Bank National Association	$	40,000,000.00		20.000000000000	%
SunTrust Bank	$	40,000,000.00		20.000000000000	%
Bank of America, N.A.	$	40,000,000.00		20.000000000000	%
Fifth Third Bank	$	20,000,000.00		10.000000000000	%
The Northern Trust Company	$	20,000,000.00		10.000000000000	%
Associated Bank, N.A.	$	14,285,714.29		7.142857142857	%
BMO Xxxxxx Bank, N.A.	$	14,285,714.29		7.142857142857	%
Bank Mutual	$	11,428,571.42		5.714285714286	%

Totals	$	200,000,000.00		100	%

TERM LOAN COMMITMENTS

Lender	Amount		Percentage
U.S. Bank National Association	$	30,000,000.00		20.000000000000	%
SunTrust Bank	$	30,000,000.00		20.000000000000	%
Bank of America, N.A.	$	30,000,000.00		20.000000000000	%
Fifth Third Bank	$	15,000,000.00		10.000000000000	%
The Northern Trust Company	$	15,000,000.00		10.000000000000	%
Associated Bank, N.A.	$	10,714,285.71		7.142857142857	%
BMO Xxxxxx Bank, N.A.	$	10,714,285.71		7.142857142857	%
Bank Mutual	$	8,571,428.58		5.714285714286	%

Totals	$	150,000,000.00		100	%

SCHEDULE 2.1(d)

PRICING GRID FOR LOANS AND CREDIT PARTY OBLIGATIONS

Pricing Level	Net Debt Ratio	Applicable Percentage for Eurodollar Loans	Applicable Percentage for Prime Rate Loans	Applicable Percentage for Unused Facility Fee
I	≥ 3.00:1.00	2.50%	1.50%	0.50%
II	≥ 2.50 :1.00 but < 3.00:1.00	2.25%	1.25%	0.375%
III	≥ 2.00:1.00 but < 2.50:1.00	2.00%	1.00%	0.375%
IV	≥ 1.50:1.00 but < 2.00:1.00	1.75%	0.75%	0.375%
V	< 1.50:1.00	1.50%	0.50%	0.30%

SCHEDULE 6.1

FISCAL QUARTERS

Year	Fiscal Quarter	Quarter End Date

2012	1st Qtr	March 25, 2012
	2nd Qtr	June 24, 2012
	3rd Qtr	September 23, 2012
	Year End	December 30, 2012

2013	1st Qtr	March 31, 2013
	2nd Qtr	June 30, 2013
	3rd Qtr	September 29, 2013
	Year End	December 29, 2013

2014	1st Qtr	March 30, 2014
	2nd Qtr	June 29, 2014
	3rd Qtr	September 28, 2014
	Year End	December 28, 2014

2015	1st Qtr	March 29, 2015
	2nd Qtr	June 28, 2015
	3rd Qtr	September 27, 2015
	Year End	December 27, 2015

2016	1st Qtr	March 27, 2016
	2nd Qtr	June 26, 2016
	3rd Qtr	September 25, 2016
	Year End	December 25, 2016

2017	1st Qtr	March 26, 2017
	2nd Qtr	June 25, 2017
	3rd Qtr	September 24, 2017
	Year End	December 24, 2017

SCHEDULE 6.10

ENVIRONMENTAL MATTERS

Xxxx’x Landfill Superfund Site, Caledonia, Wisconsin

In 1987, the U.S. Environmental Protection Agency notified Journal Sentinel Inc. that it was a “potentially responsible party” at the Xxxx’x Landfill Superfund Site in Caledonia, Wisconsin. This site is seven miles due south of the Milwaukee Airport. An internal investigation revealed that Journal Sentinel had dumped its waste newspaper inks at the site between 1959 and 1974 (as directed then by the Wisconsin DNR). The estimated cost of remediation at that time was $25 million.

In April, 1992, 38 Milwaukee area companies, schools and other entities executed a consent decree with the EPA in Milwaukee federal court by which they agreed to be responsible for the remediation of this site. Journal Sentinel Inc. agreed to an allocated share of responsibility of 1.37% or an estimated cost of $340,000 over the life of the project. Subsequent agreements with “recalcitrant” parties or de minimus polluters to the site provided over $3 million in cash contributions to the clean-up fund. Recent bankruptcies have increased Journal Sentinel’s share of future costs to 2.2819%; however, the generator share of approximately $3 million in remediation costs has already been paid by the generators into a trust fund.

The original remedy involved capping the site and installation of a clay slurry wall. The Wisconsin Department of Natural Resources (on behalf of U.S. EPA) has completed the third 5-year Review for this site. The remedy has not met the performance standards required by U.S. EPA. The PRP Group is working with U.S. EPA to determine whether other additional actions will be necessary. Cost estimates to implement an additional remedy range from $3 million to $7 million. The U.S. EPA approved a pilot program to shut down the groundwater pump and treat system in order to determine whether the system can remain shut down. The pilot study has been completed and a request to approve the continued shut down of the system is pending at U.S. EPA. The existing cleanup fund may be sufficient to fund the generators’ share of any additional remedy that may be required. The PRP Group has not estimated future costs, including long term operation and maintenance, and cannot do so until the remedy is determined to be complete. Journal Sentinel’s payments for the remediation (not including legal fees) thus far have been about $80,000.

In 1995, Journal Sentinel negotiated a $200,000 payment from its general liability insurance carrier as settlement for its claim for its past and future expenses in the Xxxx’x Superfund matter. The company is not obligated to refund any overpayment to the insurance carrier.

Journal Garage Site, 0xx & XxXxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx

In 1990, five underground fuel storage tanks at the Journal garage were found to be leaking and were removed. A substantial amount of gasoline and diesel fuel had leaked into the subsurface, much of it trapped by the building’s foundation wall. Working with an environmental consultant, the company removed a substantial amount of contaminated soil and commenced pump-and-treat operations. In November 2006, the Company sold the property and the buyer assumed the obligation to complete the remaining remediation to the satisfaction of the Wisconsin Department of Natural Resources. In 2009, the buyer and the Company received Voluntary Party Liability Exemption (“VPLE”) Certifications of Completion for the property, which provide that the Company is not liable under state law for any conditions that were on the property at the time the Certificate was issued, but which were not identified to date.

Eight Former Gas Stations Sites, Milwaukee, Wisconsin

In the 1950’s and 1960’s, the Milwaukee newspapers purchased a number of former gas stations for use as neighborhood newspaper distribution sites. In 1992, the company launched remediation efforts on eight of these sites. Remediation of these sites is complete, and the WDNR has issued closure orders for each site.

The majority of the expenses are eligible for reimbursement from the state’s PECFA program and it is anticipated that a major portion of all future expenses will be reimbursed through the PECFA program.

Former Gas Station Site, Neenah, Wisconsin

Add, Inc. (now known as Journal Community Publishing Group, Inc.) acquired this property in Neenah, Wisconsin in 1984. The property was formerly a gas station. In November, 1998, the WDNR apprised Add, Inc. that tests for underground contamination at adjacent lots indicated that this property was the source of environmental contamination. The company obtained a statement of eligibility for PECFA reimbursement for this site in 1999. Subsequently, Add, Inc. retained an environmental consultant, removed two underground tanks from the site in September, 1999 and installed 12 test xxxxx. These tests indicated substantial subsurface contamination due to leaking petroleum tanks. They also indicated that the site was formerly a manufactured gas plant (MGP) between 1876 to 1902. In January, 2010 the WDNR indicated that additional groundwater monitoring was still needed before case closure could be granted for this site.

WE Energies (formerly Wisconsin Electric Company) agreed to assume responsibility for the remediation of the MGP-related contamination. WE Energies and Add, Inc. jointly retained an environmental consultant and adopted an aggressive $1.35 million clean-up plan that was approved by the Wisconsin Department of Commerce and the WDNR. WE Energies agreed to be responsible for approximately 60% of the remediation costs. A substantial portion of the Company’s expenses are being reimbursed by the Wisconsin PECFA program. The Company’s insurance carrier has denied coverage.

Calumet Container Superfund Site, Hammond, Indiana

Notice was received from U.S. EPA in April, 2003 that a former subsidiary has been designated again as a “potentially responsible party” (“PRP”) at the Calumet Container Superfund Site in Hammond, Indiana. The former subsidiary is Xxxxxxx & Deutsch Lithographing Co., Inc. (“E&D”), a commercial printing firm in Cicero, Illinois that the company owned between 1966 and 1984. Calumet Container was a barrel and pail reclamation and recycling facility. In the 1970’s, E&D paid to have approximately 2,500 drums and 20,000 ink pails cleaned and recycled at this facility. U.S. EPA sued the PRP group, which consists of approximately 150 companies and other entities, for $1.4 million for a special clean-up project at the site. On November 10, 2005, the Company executed a “Cashout Agreement” with U.S. EPA, by which the Company agreed to pay $12,684 in exchange for a release from demands for remediation costs from U.S. EPA. The U.S. EPA conducted the removal and remediation of 20,000 cubic yards of contaminated soils from the site in 2005 and 2006.

Retained Liabilities from Sale of NorthStar Print Group, Norway, Wisconsin and Green Bay, Wisconsin

On January 25, 2005, Multi-Color Corporation and certain affiliates (collectively “MCC”) entered into an Asset Purchase Agreement with NorthStar Print Group, Inc. n/k/a Journal Holdings, Inc. (“JHI”) and Journal Communications, Inc. (“JCI”). Pursuant to the Asset Purchase Agreement (“APA”), the NorthStar Print Group, Inc. facility in Norway, Michigan, was conveyed to MCC and the NorthStar Print Group, Inc. facility in Green Bay, Wisconsin was leased to MCC. MCC agreed to purchase the Green Bay facility upon approval by WDNR of site closure. As part of the APA, JHI and JCI jointly and severally agreed to retain certain environmental liabilities involving soil and groundwater contamination at the Norway facility for the purpose of achieving site closure under Michigan law and at the Green Bay facility for the purpose of achieving site closure under Wisconsin law.

NORWAY SITE

At the Norway site, the contaminant of concern is toluene which is a hazardous substance. Toluene had been stored in former underground storage tanks which have since been removed. A remedial system, consisting of soil vapor extraction and enhanced bio-remediation, was initially installed by JHI’s consultant in September of 2004, expanded in October of 2007 and continues to operate. According to JHI’s consultant, Sigma, this expanded remedial system has effectively established subsurface conditions conducive to enhanced biodegradation of toluene. Decreasing toluene concentration trends in groundwater have been established in the original release area, the former underground storage tank source area, and in certain areas adjacent to this original release area. However, Sigma reports that decreasing toluene concentration trends in groundwater established during the earlier phase of the remediation program (2004-2006), located around and downgradient of the mix room, appear to have reversed and now show increasing trends based on data collected in 2008 and 2009. Sigma has concluded after lengthy investigation that additional releases of toluene since 2005 are likely responsible for the current and persistent high concentrations of toluene in the groundwater in the area of and downgradient of the mix room. The groundwater contamination appears to be confined to the Norway facility property.

Moreover, Sigma also has concluded that the current remedial system cannot effectively address the original release of toluene from the former underground storage tanks given the additional releases of toluene from more recent MCC site operations. Although MCC completed repairs to the mixing room floor in 2007, this work does not appear to have mitigated the recent releases of toluene. Sigma indicates that if the existing MCC operations continue without additional mitigation measures to prevent future releases, the current remediation system likely will not be able to effectively remediate the groundwater plume and site closure will be delayed.

By letter dated May 28, 2008, the Michigan Department of Environment Quality (MDEQ) sent a letter to MCC incorrectly stating that corrective actions appeared to have been stopped and requesting a status update within thirty days of the letter. By letter dated June 6, 2008, MCC informed MDEQ that JHI was responsible for remediation of the Norway site. By letters dated July 2, 2008 and July 3, 2008, to MDEQ, RMT and JHI corrected MDEQ’s misunderstanding, described JHI’s continuing remediation activities and reaffirmed JHI’s commitment to address the toluene impacts. JHI submits periodic reports to MDEQ and has informed MDEQ of Sigma’s findings and conclusions regarding recent additional releases of toluene at the Norway site.

USEPA issued a Finding of Violation and Notice of Violation dated January 24, 2007 to JCI. This USEPA Finding of Violation and Notice of Violation asserts violations on the part of NorthStar Print Group, Inc. of the Norway Title V air permit and USEPA’s air pollution control regulations.

Effective July 22, 2008, JHI entered into a Consent Agreement and Final Order with USEPA which resolved the NOV issued by USEPA on January 24, 2007. This was an administrative action commenced and concluded by USEPA under Section 13(d) of the Clean Air Act, 42 U.S.C. §7413(d). The Consent Agreement and Final Order states that USEPA determined an appropriate civil penalty in the amount of $200,000. JHI paid the $200,000 civil penalty in August, 2008 pursuant to this Consent Agreement and Final Order.

JHI and MCC have submitted claims against each other, under the procedures set forth in the APA, in connection with the allocation of responsibility for the costs of investigating and remediating the recent high concentrations of toluene in the groundwater at the Norway site. In addition, JHI has submitted a claim against MCC under the APA, which claim MCC is contesting, in connection with the NOV issued by USEPA to JHI and the Consent Agreement and Final Order between USEPA and JHI.

In the first half of 2011, JHI and MCC engaged in discussions regarding the source of the current and persistent high concentrations of toluene in the groundwater in the area of and down gradient of the mix room. These discussions are continuing.

The week of May 23, 2011, subsurface conditions beneath a portion of the former Norway NorthStar facility at or near the mixing room (both inside and outside the plant) were evaluated. The evaluation was conducted using ground penetrating radar (GPR). The evaluation was performed to determine the presence of utilities, cavities/voids, old foundations and/or underground storage tanks.

We received the results of the GPR study which indicated several anomalies. The first is a pipe that likely was the connection to the building from the underground storage tank (UST) that previously was removed. The second is a possible UST adjacent to where another UST was removed with the indication being the anomaly represents the fill material used to replace the removed UST.

In December 2011, Sigma and JCI representatives, along with several contractors, worked on a number of projects over two days at the MCC Norway facility. A dye tracer was introduced at several entry points and a video survey was performed with the purpose of both being to evaluate the structural integrity of the sanitary sewer. The testing results for both projects were negative with no structural breaks identified. Finally, several anomalies identified in the GPR study were excavated. The areas excavated did not produce any underground storage tanks. All materials excavated were taken to an approved landfill for disposal.

It is now agreed there are no underground storage tanks in the areas assessed with the GPR and there are no structural breaks in the sanitary sewer evaluated. The next step is to implement an enhanced bio-injection project.

The most recent testing results reveal groundwater toluene concentrations decreased at all monitoring/remediation well locations at the site with the exception of two locations immediately outside the mixing room. Moderate to high toluene concentrations continue to persist at the xxxxx outside the mixing room. It appears the toluene containment systems installed by MCC in 2010 beneath the dispenser systems are likely having positive results.

An enhancement was made in April 2012 to the bio-remediation system with the addition of bacterial amendments to the groundwater under and around the mixing room to expediate the remediation of persistently high impacts. The bio-remediation system is impacting the Toluene plume with overall size of the plume shrinking. The Toluene mass is reducing at all locations with the exception of SVE-5 and SVE-6. We anticipate when the bacterial population becomes acclimatized to the subsurface environment enhanced bio-remediation will occur at SVE-5 and SVE-6.

GREEN BAY SITE

At the Green Bay site, the contaminants of concern are primarily PCE and its breakdown products, all of which are considered to be hazardous substances. A PCE release was identified at the Green Bay facility in 2004 in the area of a small storage shed. In November of 2005, JHI’s consultant, RMT, excavated approximately 350 cubic yards of contaminated soil for offsite disposal. In April of 2007, RMT injected lactate in the excavated area to expedite decomposition of PCE and its breakdown products found in the groundwater. In March of 2009, RMT injected EHC to enhance the cleanup of the groundwater in the area of the former storage shed. Groundwater contamination may be present on a small area of adjacent property owned by the American Legion near the property line shared with JHI. In addition, there is some potential for soil and groundwater contamination which may have migrated into the Village of Belleview right-of-way known as Xxx Street. Both the American Legion and the Village of Belleview have been provided with the appropriate notifications required under WDNR rules. By letter dated July 21, 2010, the Village of Bellevue notified JHI that, for purposes of future utility work performed by the Village in the Xxx Street right-of-way, the Village expects the property owner (currently JHI) to pay any fees associated with the investigating and handling of any contaminated soils remaining in the Xxx Street right-of-way.

The Company received final closure from the WDNR on January 13, 2011. In addition, due to a dispute over the Company’s right to “put” the property to MCC, the upcoming end of the lease term on January 31, 2011 and the timing of the receipt of final site closure, the Company and MCC negotiated a settlement agreement which was executed as of January 25, 2011. As part of the earlier agreement in principle to settle, MCC dropped its prior objections to final site closure. In the settlement agreement, MCC agrees that the January 13, 2011 final site closure letter satisfies all of the requirements for closure under the APA and in the Green Bay lease and that neither JCI nor JHI have any further liability to MCC in connection with achieving WDNR site closure at the Green Bay site. In accordance with the settlement agreement, MCC purchased the Green Bay property on January 30, 2011 for $825,000.

EHS Audits, Connecticut, Ohio, Vermont and Wisconsin sites.

Journal Community Publishing Group, Inc., (“JCPG”) conducted Environmental Health and Safety Compliance Audits (“EHS Audits”) at its printing facilities in Connecticut, Ohio, Vermont and Wisconsin. The results of these EHS Audits identified potential violations of the Emergency Planning and Community Right to Know Act (“EPCRA”). On January 19, 2006, JCPG disclosed the potential violations to the United States Environmental Protection Agency (“U.S. EPA”) under the Incentives for Self-Policing: Discovery, Disclosure, Correction and Prevention of Violations (“U.S. EPA Audit Policy”), 65 Fed. Reg. 19617 (April 11, 2000). JCPG also disclosed potential violations of Connecticut General Statutes § 22a-600 et. seq., under the Connecticut Department of Environmental Protection (“CTDEP”) Policy on Incentives for Self-Policing (October 23, 1996) (“CTDEP Audit Policy”) on January 25, 2007. JCPG worked with an environmental consultant to identify and resolve violations at its Trumbull, Connecticut, and Waupaca, Wisconsin, facilities, and provided an update to that effect to U.S. EPA on March 19, 2007, and to CTDEP on May 1, 2007. JCPG also completed and submitted an Audit Policy Checklist to U.S. EPA per the agency’s request. At this time, JCPG has completed all requirements under both the U.S. EPA and CTDEP Audit Policies, and we cannot estimate what penalty amount, if any, U.S. EPA and CTDEP may assess against JCPG for the violations.

Investigation and Remediation at Former Trumbull Printing Property, Trumbull, Connecticut.

Under the terms of an asset sale agreement, JCPG agreed to conduct an environmental investigation and, if necessary, remediation at the former Trumbull Printing facility in Trumbull, Connecticut, pursuant to the terms of the Connecticut Transfer Act. JCPG notified the Connecticut Department of Environmental Protection (“CTDEP”) of environmental impacts at the property at the time of the property transfer in August, and has since received authorization from the CTDEP to work with a Licensed Environmental Professional (“LEP”) on the environmental investigation and any remediation at the property. JCPG is working with a LEP on the investigation of environmental impacts at the site, and the current total estimated remaining cost for conducting environmental investigation and potential remediation at the site to bring it into compliance with Connecticut regulations is approximately $20,000 to $50,000. CTDEP randomly selects approximately 30% of annual closure filings to be audited; at this time we do not know if the Trumbull Printing site will be selected to be audited, nor what, if any, costs may be associated with defending or responding to such an audit.

Investigation and Remediation at Dolphin Drive Property, Waukesha, Wisconsin.

Journal purchased a facility at 0000 Xxxxxxx Xxxxx in Waukesha, Wisconsin, in 2007. Due diligence performed prior to the transaction identified that historic fill at the property had resulted in some environmental impacts at the site. Under the terms of the transaction, Seller placed $100,000 in escrow to cover environmental investigation and remediation costs, and Journal was responsible for conducting an environmental investigation and remediation at the site. Journal received a conditional closure letter from Wisconsin Department of Natural Resources dated January 26, 2010, and received final case closure on June 16, 2010. All of the Company’s costs of addressing this issue were paid from the escrow account.

10.

Soil and Groundwater Impacts and Asbestos Abatement at Capitol Drive Property, Milwaukee, Wisconsin.

In connection with the potential acquisition of a portion of the Company’s property on Capitol Drive in Milwaukee, an investigation revealed soil and groundwater impacts to the Company’s property. The impacts are likely associated with historic operations on adjacent properties. The Company has notified the Wisconsin Department of Natural Resources (“WDNR”) of the identified contamination. At this time, we are not aware whether the Company has received a response from the WDNR; it is not possible at this time to determine whether the Company will be required to perform any remediation activities, or the cost of any such activities.

In addition, asbestos was recently found in some ceiling insulation in connection with the upgrade of a fire alarm system at Capitol Drive. Abatement work is currently in process and expected to cost approximately $75,000.

11.

Rhinelander, Wisconsin Property.

In connection with the potential sale of the Company’s property located at 00 Xxxxx Xxxxxx in Rhinelander, Wisconsin, the Company is currently negotiating an Asset Purchase Agreement. The Company has offered in negotiations to perform, post-Closing, a Phase II investigation and any remediation required by law, to address three Recognized Environmental Conditions identified by the Buyer: (1) historical vehicle service and fueling operations on the property and the historical use of hazardous substances near the eastern property boundary on an adjoining site; (2) a potential heating oil UST near the north side of the building on the property; and (3) historic printing and photographic development activities on the property.

12.

Former Underground Former Underground Diesel Fuel Storage Tank, Tower Road-Cojada Mountain, Stone Bluff, Oklahoma.

Journal purchased radio station KHTT, including a lease for the station’s main transmission site in Stone Bluff, Oklahoma, in 2012. In the asset purchase agreement, the Seller disclosed that a 1,000 gallon underground storage tank that held diesel fuel was housed on the site and that this tank was removed and closed by Seller on November 28, 1997. The Fuel Storage Department of the Oklahoma Corporation Commission subsequently reviewed soil testing reports for the site and, on January 14, 1998, determined that the facility does not exceed the action levels established by the Oklahoma Corporation Commission and declared the facility to be closed within the standards prescribed by the Oklahoma Corporation Commission.

13.

Impacted Soil at Sand Springs Tower Site, Sand Springs, Oklahoma.

Journal purchased radio station KBEZ and its auxiliary tower site in Sand Springs, Oklahoma in 2012. Due diligence performed prior to the transaction identified that samples of soil at the site contained elevated concentrations of petroleum hydrocarbons. Journal arranged for the removal and disposal of the impacted soil at the site prior to closing of the transaction. In lieu of indemnification from the Seller, Journal received a purchase price credit in the amount of $10,000 at the closing.

14.

Purchase of NewsChannel 5 Network, LLC.1

Journal has entered into a purchase agreement to acquire NewsChannel 5 Network, LLC (“NC5”), the owner and operator of television station WTVF. In the purchase agreement, the Seller made the following disclosures:

(a) A Phase I Environmental Site Assessment dated September 23, 1991, performed on behalf of the Landmark Communications, Inc., the former indirect parent of NC5, by ATEC Environmental Consultants, a division of ATEC Associates, Inc. (the “Phase I Report”), revealed that NC5 used Freon in connection with a water cooler located at the 000 Xxxxx Xxxxxxxxx Xxxxxxx site. Although the water cooler is no longer being used by NC5, parts of the cooler, some of which may contain Freon, remain stored at the 000 Xxxxx Xxxxxxxxx Xxxxxxx site.

(b). The Station’s building on Xxxxx Xxxxxxxxx Parkway still contains certain asbestos-containing materials described in the Phase I Report such as the pipe insulation and in flooring. Abatement would be required in connection with certain types of renovations.

(c) The Station’s transmitter site includes a diesel fuel tank which was used for an old generator (which tank has been removed by Seller prior to Closing.). It is believed that during the use of the old generator, there may have been some diesel spilled on the ground or on a concrete pad; this spillage may have occurred in the course of filling the tank or from a supply line.

(d) During an inspection of the transmitter site on August 27, 2012, NC5 discovered several barrels containing unknown substances in the xxxxx.

Disclosure of the foregoing items is not intended to imply a standard of materiality and some of the foregoing items may be immaterial.

1 NewsChannel 5 Network, LLC will become a party to the Credit Agreement on or about December 7, 2012.

SCHEDULE 6.12

SUBSIDIARIES

Name		Jurisdiction of Organization
Journal Holdings, Inc.		Wisconsin
Journal Sentinel Inc.		Wisconsin
Journal Broadcast Corporation		Nevada
Journal Community Publishing Group, Inc.		Wisconsin
Journal Broadcast Group of Kansas, Inc.		Kansas
Journal Broadcast Group, Inc.		Wisconsin
Journal Broadcast Group of Tennessee, Inc.		Tennessee
NewsChannel 5 Network, LLC2		Tennessee

2 NewsChannel 5 Network, LLC will become a party to the Credit Agreement on or about December 7, 2012.

SCHEDULE 6.17

STATION LICENSES 3

Television Stations

Call Sign	Facility ID	Community of License	License Expiration
KGUN-TV	00000	XXXXXX, XX	10/01/2014
XXXX-TV	59255	NAMPA, ID	10/01/2014
KMIR-TV	00000	XXXX XXXXXXX, XX	12/01/2014
KMTV-TV	00000	XXXXX, XX	06/01/2014
KNIN-TV	00000	XXXXXXXX, XX	10/01/2014
KTNV-TV	00000	XXX XXXXX, XX	10/01/2014
KWBA-TV	00000	XXXXXX XXXXX, XX	10/01/2014
WACY-TV	000	XXXXXXXX, XX	12/01/20054
WFTX-TV	00000	XXXX XXXXX, XX	02/01/2013
WGBA-TV	0000	XXXXX XXX, XX	12/01/2013
WSYM-TV	00000	XXXXXXX, XX	10/01/2013
WTMJ-TV	00000	XXXXXXXXX, XX	12/01/20055
WTVF(TV)	00000	XXXXXXXXX, XX	08/01/2013

FM Radio Stations

Call Sign	Facility ID	Community of License	License Expiration
KBEZ(FM)	55707	TULSA, OK	06/01/2013
KEZO-FM	00000	XXXXX, XX	06/01/2013
KFDI-FM	00000	XXXXXXX, XX	06/01/2013
KFTI-FM	00000	XXXXXX, XX	06/01/2013
KFXJ(FM)	00000	XXXXXXX, XX	06/01/2013
KHTT(FM)	55704	MUSKOGEE, OK	06/01/2013
KICT-FM	00000	XXXXXXX, XX	06/01/2013
KJOT(FM)	0000	XXXXX, XX	10/01/2013
KKCD(FM)	00000	XXXXX, XX	06/01/2013
KMXZ-FM	0000	XXXXXX, XX	10/01/2013
KQCH(FM)	00000	XXXXX, XX	06/01/2013

1 This Schedule 6.17 includes only those broadcast Stations licensed to Borrower or its Subsidiaries and associated broadcast construction permits. Wireless authorizations and earth station licensed to Borrower or its Subsidiaries are not included. All licenses and construction permits are held by Journal Broadcast Corporation, except for the licenses of stations WTVF(TV)and WTVF(LD), which are licensed to NewsChannel 5 Network, LLC. Journal Broadcast Corporation is the sole shareholder of Journal Broadcast Group, Inc., which is the sole member of NewsChannel 5 Network, LLC. NewsChannel 5 Network, LLC will become a party to the Credit Agreement on or about December 7, 2012.

2 WACY-TV license renewal application filed July 29, 2005 remains pending.

3 WTMJ-TV license renewal application filed July 29, 2005 remains pending.

KQTH(FM)	00000	XXXXXX, XX	10/01/2013
KQXR(FM)	00000	XXXXXXX, XX	10/01/2013
KRVB(FM)	17397	NAMPA, ID	10/01/2013
KRVI(FM)	55165	MOUNT XXXXXX, MO	02/01/2013
KSGF-FM	0000	XXX XXXXX, XX	02/01/2013
KSPW(FM)	00000	XXXXXX, XX	02/01/2013
KSRZ(FM)	00000	XXXXX, XX	06/01/2013
KTGV(FM)	00000	XXXXXX, XX	10/01/2013
KTHI(FM)	00000	XXXXXXXX, XX	10/01/2013
KTTS-FM	00000	XXXXXXXXXXX, XX	02/01/2013
KVOO-FM	68330	TULSA, OK	06/01/2013
KXBL(FM)	00000	XXXXXXXXX, XX	06/01/2013
KYQQ(FM)	00000	XXXXXXXX XXXX, XX	06/01/2013
WCYQ(FM)	29741	XXXXX, TN	08/01/2020
WKHT(FM)	40854	KNOXVILLE, TN	08/01/2020
WLWK-FM	00000	XXXXXXXXX, XX	12/01/2012
WWST(FM)	00000	XXXXXXXXXXX, XX	08/01/2020

AM Radio Stations

Call Sign	Facility ID	Community of License	License Expiration
KFAQ(AM)	68329	TULSA, OK	06/01/2013
KFFN(AM)	0000	XXXXXX, XX	10/01/2013
KLIO(AM)	00000	XXXXXXX, XX	06/01/2013
KSGF(AM)	00000	XXXXXXXXXXX, XX	02/01/2013
KXSP(AM)	00000	XXXXX, XX	06/01/2013
WKTI(AM)	00000	XXXXXX, XX	08/01/2020
WTMJ(AM)	00000	XXXXXXXXX, XX	12/01/2012

Class A Television Stations

Call Sign	Facility ID	Community of License	License Expiration
K27DX	59257	McCALL, ID	10/01/2014
W22BW	0000	XXXXXXXX XXX, XX	12/01/2013

Low Power Television Stations

Call Sign	Facility ID	Community of License	License Expiration
K16EO	36915	ORO VALLEY/TUCSON, AZ	10/01/2014
K29KF-D	000000	XXXX XXXXXXX, XX	09/22/2014 (Construction Permit)
K42AA-D	48802	PAHRUMP, NV	10/01/2014
K44JR-D	52252	LAUGHLIN, NV	10/01/2014
KPSE-LP	00000	XXXX XXXXXXX, XX	12/01/2014
KSAW-LD	00000	XXXX XXXXX, XX	10/01/2014
WTVF(LD)	00000	XXXXXXXXX, XX	10/01/2013

FM Translator and Booster Stations

Call Sign	Facility ID	Community of License	License Expiration
K285DL	00000	XXXXXX, XX	10/01/2013
XXXX-XX0	000000	XXXXXX, XX	10/01/2013

SCHEDULE 8.1

PERMITTED INDEBTEDNESS6

[Attached.]

Disclosure of the foregoing items is not intended to imply a standard of materiality and some of the foregoing items may be immaterial.

1 NewsChannel 5 Network, LLC will become a party to the Credit Agreement on or about December 7, 2012.

SCHEDULE 8.2

PERMITTED LIENS

DEBTOR	JURISDICTION	SECURED PARTY	FILE NUMBER	FILING DATE	COLLATERAL DESCRIPTION	ADDITIONAL FILINGS
Journal Communications, Inc.	WI, Department of Financial Institutions	Dell Financial Services L.P.	080001954019	2/7/2008	Certain leased computer equipment and peripherals.
Journal Communications, Inc.	WI, Department of Financial Institutions	Dell Financial Services L.P.	080002013511	2/8/2008	Certain leased computer equipment and peripherals.
Journal Communications, Inc.	WI, Department of Financial Institutions	Dell Financial Services L.L.C.	080011504516	8/14/2008	Certain leased computer equipment and peripherals.
Journal Communications, Inc.	WI, Department of Financial Institutions	IKON Financial Svcs	090001442112	2/3/2009	Certain leased equipment.	#090008157122 Amendment filed on 7/2/2009 adding Collateral
Journal Communications, Inc.	WI, Department of Financial Institutions	AT&T Capital Services, Inc.	100008478936	7/12/2010	Certain leased telecommunications and data equipment and peripherals.
Journal Sentinel Inc.	WI, Department of Financial Institutions	U.S. Bank National Association, as successor in interest by merger with Firstar Bank Wisconsin	0000000	10/3/1996	All accounts, contract rights, instruments, chattel paper, which specifically pertain to proceeds granted by an Assignment of PECFA Proceeds.	#02072630 Continuation filed on 6/11/2001 #060005954528 Continuation filed on 4/20/2006 #110004393625 Continuation filed on 4/12/2011

Journal Sentinel Incorporated	WI, Department of Financial Institutions	Xxxxxx Investment Company LLC and Associated Bank, N.A.	040015420214	10/1/2004	Certain equipment.	#090005624219 Continuation Filed on 5/5/2009 #120013615723 Amendment Filed on 10/19/2012
Journal Sentinel Inc.	WI, Department of Financial Institutions	GFC Leasing	080014823422	10/24/2008	Certain copier equipment.
Journal Sentinel Inc.	WI, Department of Financial Institutions	GFC Leasing	080016679938	12/8/2008	Certain copier equipment.
Journal Community Publishing Group, Inc.	WI, Department of Financial Institutions	Verizon Credit Inc.	080007853124	6/3/2008	Certain equipment.
Journal Broadcast Group, Inc.	WI, Department of Financial Institutions	US Bancorp	080000089825	1/2/2008	Certain equipment.
Journal Broadcast Group, Inc.	WI, Department of Financial Institutions	GreatAmerica Leasing Corporation	090008783329	7/17/2009	Certain equipment.
IPC Print Services, Inc.	Michigan Department of State	FujiFilm	2010057572-1	4/28/2010	Certain equipment.

Disclosure of the foregoing items is not intended to imply a standard of materiality and some of the foregoing items may be immaterial.

SCHEDULE 8.7

TRANSACTIONS WITH AFFILIATES

On August 13, 2012, Journal repurchased all 3,264,000 outstanding shares of its class C common stock, all of which were held by Matex Inc., members of the family of our former chairman Xxxxx X. Xxxxx, trusts for the benefit of members of the family, and Proteus Fund, Inc., a non-profit organization. Pursuant to the terms of the agreement, Journal paid $6,246 in cash and issued 15 unsecured subordinated promissory notes with an aggregate principal amount of $25,599. The notes bear interest at a rate of 7.25% per annum and interest is payable quarterly. One of the unsecured subordinated promissory notes, with a principal amount of $7,617, was issued to the Xxxxxx Xxxxx Xxxxxxxx Marital Trust, a beneficial owner of more than 5% of the issued and outstanding shares of the Company’s class B common stock. Xxxxx X. Xxxxxxxx, a member of the Company’s Board of Directors, is a beneficiary and trustee of this trust. An additional three of the unsecured subordinated promissory notes, with an aggregate principal amount of $752, were issued to trusts for the benefit of Xx. Xxxxxxxx’x children in which Xx. Xxxxxxxx serves as trustee. All four of these notes are payable in six equal annual installments on September 30 of each of 2013, 2014, 2015, 2016, 2017 and 2018. The cash for the repurchase by Journal to the Xxxxxx Xxxxx Xxxxxxxx Marital Trust and the trusts for the benefit of Xx. Xxxxxxxx’x children in which Xx. Xxxxxxxx serves as trustee was $2,042.

Disclosure of the foregoing items is not intended to imply a standard of materiality and some of the foregoing items may be immaterial.

SCHEDULE 11.2

SCHEDULE OF LENDERS

Lender	Address for Notices
U.S. Bank National Association	U.S. Bank National Association
	000 Xxxx Xxxxxxxxx Xxxxxx
	Xxxxxxxxx, Xxxxxxxxx 00000
	Attn: Xxxx Xxxxxx
	Phone: 000-000-0000
	Fax: 000-000-0000

SunTrust Bank	SunTrust Bank
	000 Xxxxxxxxx Xxxx, XX
	Mail Code GA-Atlanta-2020
	Xxxxxxx, Xxxxxxx 00000
	Attn: Xxxxxxx Xxxxxx
	Phone: 000-000-0000
	Fax: 000-000-0000

Bank of America, N.A.	Bank of America, N.A.
	000 Xxxxx XxXxxxx Xxxxxx
	Mail Code: IL4-135-07-60
	Xxxxxxx, XX 00000
	Attn: Xxxxxx X. Xxxxxxx
	Phone: 000-000-0000
	Fax: 000-000-0000

Fifth Third Bank	Fifth Third Bank
	000 X. Xxxxxxxxx Xx.
	Xxxxxxx, XX 00000
	Attn: Xxx Xxxxxxx
	Phone: 000-000-0000
	Fax: 000-000-0000

The Northern Trust Company	The Northern Trust Company
	00 Xxxxx Xx Xxxxx Xxxxxx
	Xxxxxxx, XX 00000
	Attn: Xxxxxxx Xxxxx
	Phone: 000-000-0000
	Fax: 000-000-0000


Associated Bank, N.A.	Associated Bank, N.A.
	000 Xxxx Xxxxxxxx Xxxxxx
	Xxxxxxxxx, XX 00000
	Attn: Xxxxx Xxxx
	Phone. 000-000-0000
	Fax: 000-000-0000

BMO Xxxxxx Bank, N.A.	BMO Xxxxxx Bank, N.A.
	000 X. Xxxxx Xx.-XX0
	Xxxxxxxxx, XX 00000
	Attn: Xxxxxx X. Xxxxx
	Phone. 000-000-0000
	Fax: 000-000-0000

Bank Mutual	Bank Mutual
	0000 X. Xxxxxxx Xx.
	Xxxxxxxxx, XX 00000
	Attn: Xxx Xxxxxxx
	Phone: 000-000-0000
	Fax: 000-000-0000

EXHIBIT 1.1

SECURITY AGREEMENT

[Attached].

EXHIBIT 2.1(b)(i)

FORM OF NOTICE OF BORROWING

Date

U.S. Bank National Association,

as Agent under the Credit

Agreement referred to below

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

Fax (000) 000-0000

Attention: Agency Services Group

Gentlemen:

Pursuant to Section 2.1(b) of the Second Amended and Restated Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of December 5, 2012, among JOURNAL COMMUNICATIONS, INC., certain of its Subsidiaries as guarantors, the banks and other financial institutions from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as administrative agent for the Lenders, the Borrower hereby requests that the following [Revolving][Term] Loans be made on [date]1 as follows (the “Proposed Borrowing”):

(1)	Total Amount of Loans2	$
(2)	Amount of (1) to be allocated to Eurodollar Loans	$
(3)	Amount of (1) to be allocated to Prime Rate Loans	$
	Amount of (1) to be allocated to Swing Line	$
	Ending Balance - Swing Line	$
(4)	Interest Periods and amounts to be allocated thereto in respect of Eurodollar Loan tranches (amounts must total (2)):
	(ii) one month	$
	(iii) two months	$
	(iv) three months	$
	(v) six months (if available to all Lenders)	$
	(vi) nine months (if available to all Lenders)	$
	(vii) twelve months (if available to all Lenders)	$
	(viii) [other Interest Period] (if available to all Lenders)	$
	Total Eurodollar Loans	$

1 To be delivered 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).

2 In the case of Term Loans, to be equal to the aggregate of the Term Loan Commitments.

NOTE: LOAN BORROWINGS MUST BE: (1) IF A PRIME RATE LOAN, IN A MINIMUM AGGREGATE AMOUNT OF $250,000 AND INTEGRAL MULTIPLES OF $100,000 IN EXCESS THEREOF; AND (2) IF A EURODOLLAR LOAN, IN A MINIMUM AGGREGATE AMOUNT OF $2,500,000 AND INTEGRAL MULTIPLES OF $500,000 IN EXCESS THEREOF

Terms defined in the Credit Agreement shall have the same meanings when used herein.

The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed Borrowing:

[(A) except as modified pursuant to Section 6.16, the representations and warranties contained in the Credit Agreement (other than, subsequent to the Closing Date, the representations and warranties contained in Section 6.6 and the penultimate sentence of Section 6.1 therein) made by the Borrower and the other Credit Parties therein or which are contained in any certificate furnished at any time under or in connection therewith (as such representations and warranties may be amended from time to time pursuant to the Credit Agreement and the other Credit Documents) are and will be true and correct in all material respects, both before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, with the same effect as though such representations and warranties had been made on and as of the date of such Proposed Borrowing (it being understood that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); and

(B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof.]3

[(A) the conditions set forth in Section 5.3 of the Credit Agreement shall have been satisfied as of the date of the Proposed Borrowing;

(B) the NewsChannel 5 Network Acquisition shall be consummated on the date of the Proposed Borrowing or shall be consummated on the next Business Day after the date of the Proposed Borrowing; and

3 To be included in each Notice of Borrowing for Revolving Loans.

(C) immediately before and after giving effect to the NewsChannel 5 Network Acquisition, the representations and warranties set forth in Sections 6.3(a), 6.4 (other than the second sentence), 6.5 (only with respect to violations of Requirements of Law with all Material Adverse Effect qualifiers in such Section referencing “Material Adverse Effect” as defined in the Approved NewsChannel 5 Network Purchase Agreement, and for the avoidance of doubt, excluding (i) the statement that no Default or Event of Default has occurred and is continuing, (ii) violations of or defaults under or with respect to Contractual Obligations and (iii) the statement relating to Liens on the Borrower’s and its Subsidiaries’ properties or revenues), 6.7, 6.8, 6.11, 6.14, and 6.20 of the Credit Agreement, and Section 3.1 of the Security Agreement, are true and correct in all material respects on and as of the date the Proposed Borrowing, as if made on and as of such date (or, in the case of any representation or warranty that refers to an earlier date, as of such earlier date).]4

	Very truly yours,

	JOURNAL COMMUNICATIONS, INC.

	By:
	Title :

4 To be included in the Notice of Borrowing for Term Loans.

EXHIBIT 2.1(e)-1

FORM OF REVOLVING NOTE

REVOLVING NOTE

$____________________		Milwaukee, Wisconsin

		December [_], 2012

FOR VALUE RECEIVED, the undersigned, JOURNAL COMMUNICATIONS, INC., a Wisconsin corporation (the “Borrower”), hereby unconditionally promises to pay, on the Revolving Termination Date (as defined in the Credit Agreement referred to below), to the order of _______________ (the “Lender”) at the office of U.S. Bank National Association, located at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) ______________________ DOLLARS ($____________), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof until payment in full of the principal amount at the rates and on the dates set forth in the Credit Agreement.

The holder of this Note is authorized to endorse the date and amount of each Revolving Loan pursuant to Section 2.1 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as a Eurodollar Loan or a Prime Rate Loan on Schedule I annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed; provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

This Note is one of the Revolving Notes referred to in the Second Amended and Restated Credit Agreement dated as of December 5, 2012 among the Borrower, certain of its Subsidiaries as guarantors, the Lender, the other banks and financial institutions from time to time parties thereto and U.S. Bank National Association, as administrative agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), to which reference is hereby made for a statement of the terms and conditions on which Revolving Loans in part evidenced hereby were or may be made, and for a description of the conditions upon which this Note may be prepaid, in whole or in part, or its maturity accelerated. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind, other than as set forth in the Credit Agreement.

Terms defined in the Credit Agreement are used herein with their defined meanings unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Wisconsin.

	JOURNAL COMMUNICATIONS, INC.

	By:
	Title :

Revolving Note

(Journal Communications)

SCHEDULE I

EXHIBIT 2.1(e)-2

FORM OF TERM NOTE

TERM NOTE

$____________________		Milwaukee, Wisconsin

		December [_], 2012

FOR VALUE RECEIVED, the undersigned, JOURNAL COMMUNICATIONS, INC., a Wisconsin corporation (the “Borrower”), hereby unconditionally promises to pay, on the Term Loan Termination Date (as defined in the Credit Agreement referred to below), to the order of _______________ (the “Lender”) at the office of U.S. Bank National Association, located at 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, in lawful money of the United States of America and in immediately available funds, the principal amount of (a) ______________________ DOLLARS ($____________), or, if less, (b) the aggregate unpaid principal amount of all Term Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below, together with scheduled principal payments on the dates set forth in the Credit Agreement. The undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof until payment in full of the principal amount at the rates and on the dates set forth in the Credit Agreement.

The holder of this Note is authorized to endorse the date and amount of each Term Loan pursuant to Section 2.1 of the Credit Agreement and each payment of principal and interest with respect thereto and its character as a Eurodollar Loan or a Prime Rate Loan on Schedule I annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of the information endorsed; provided, however, that the failure to make any such endorsement shall not affect the obligations of the undersigned under this Note.

This Note is one of the Term Loan Notes referred to in the Second Amended and Restated Credit Agreement dated as of December 5, 2012 among the Borrower, certain of its Subsidiaries as guarantors, the Lender, the other banks and financial institutions from time to time parties thereto and U.S. Bank National Association, as administrative agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), to which reference is hereby made for a statement of the terms and conditions on which Term Loans in part evidenced hereby were or may be made, and for a description of the conditions upon which this Note may be prepaid, in whole or in part, or its maturity accelerated. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.

	JOURNAL COMMUNICATIONS, INC.

	By:
	Title :

Term Note

(Journal Communications)

SCHEDULE I

EXHIBIT 3.2

FORM OF NOTICE OF EXTENSION/CONVERSION

[Date]

U.S. Bank National Association,

as Agent under the Credit

Agreement referred to below

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

Fax (000) 000-0000

Attention: Agency Services Group

Gentlemen:

Pursuant to Section 3.2 of the Second Amended and Restated Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of December 5, 2012 among JOURNAL COMMUNICATIONS, INC. (the “Borrower”), certain of its Subsidiaries as guarantors (the “Guarantors”), the banks and other financial institutions from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as administrative agent for the Lenders, the Borrower hereby requests conversion or extension of the following Loans be made on [date]5 as follows (the “Proposed Extension/Conversion”).

Applicable Loan
(1)	Total Amount of Loans to be extended	$
	(i) Amount of (1) constituting Eurodollar Loans	$
	(A)one month	$	maturity date _________
	(B)two months	$	maturity date _________
	(C)three months	$	maturity date _________
	(D)six months (if available to all Lenders)	$	maturity date _________

5 To be delivered to the Agent prior to 10:30 A.M. (Milwaukee, Wisconsin time) on the Business Day of (in the case of 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.

Eurodollar Loans may only be converted into Prime Rate Loans on the last day of the Interest Period applicable thereto.

	(E)nine months (if available to all Lenders)	$	maturity date _________
	(F) twelve months (if available to all Lenders)	$	maturity date _________
	(G) [other Interest Period] (if available to all Lenders)	$	maturity date _________
	(ii) Amount of (1) constituting Prime Rate Loans	$
(2)	Total Amount of Loans to be converted	$
	(i) Amount of (2) constituting Eurodollar Loans to be converted into Prime Rate Loans	$
	Interest Periods and amounts of Loans to be converted
	(A)one month	$
	(B)two months	$
	(C)three months	$
	(D)six months	$
	(E)nine months	$
	(F) twelve months	$
	(G) [other Interest Period]	$
	(ii) Amount of (2) constituting Prime Rate Loans to be converted into Eurodollar Loans	$
	Interest Periods and amounts into which such Prime Rate Loans will be converted
	(A)one month	$	maturity date _________
	(B)two months	$	maturity date _________
	(C)three months	$	maturity date _________

(D)six months (if available to all Lenders)	$	maturity date _________
(E)nine months (if available to all Lenders)	$	maturity date _________
(F) twelve months (if available to all Lenders)	$	maturity date _________
(G) [other Interest Period] (if available to all Lenders)	$	maturity date _________

NOTE: LOANS EXTENDED AS, OR CONVERTED INTO, EURODOLLAR LOANS MUST BE IN A MINIMUM AGGREGATE AMOUNT OF $2,500,000 AND INTEGRAL MULTIPLES OF $500,000 IN EXCESS THEREOF.

Terms defined in the Credit Agreement shall have the same meanings when used herein

The undersigned hereby certifies that the following statements are true on the date hereof and will be true on the date of the Proposed Extension/Conversion:

(A) except as modified pursuant to Section 6.16, the representations and warranties contained in the Credit Agreement (other than, subsequent to the Closing Date, the representations and warranties contained in Section 6.6 and the penultimate sentence of Section 6.1 therein) made by the Borrower and the other Credit Parties therein or which are contained in any other certificate furnished at any time under or in connection therewith (as such representations and warranties may be amended from time to time pursuant to the Credit Agreement and the other Credit Documents) are and will be true and correct in all material respects, both before and after giving effect to the Proposed Extension/Conversion and to the application of the proceeds thereof, with the same effect as though such representations and warranties had been made on and as of the date of such Proposed Extension/Conversion (it being understood that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date); and

(B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Extension/Conversion or from the application of the proceeds thereof.

	Very truly yours,

	JOURNAL COMMUNICATIONS, INC.

	By:
	Title :

EXHIBIT 5.1(b)

LIST OF CLOSING DOCUMENTS

[Attached].

EXHIBIT 5.1(c)

FORM OF CERTIFICATE OF FINANCIAL CONDITION

December [__], 2012

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1.	I am the President and Chief Financial Officer of JOURNAL COMMUNICATIONS, INC., a Wisconsin corporation (the “Borrower”).

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of December 5, 2012 (as amended, supplemented, or modified from time to time in accordance with the terms thereof, the “Credit Agreement”), among the Borrower, certain of its Subsidiaries as guarantors, the banks and other financial institutions from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as agent for the Lenders (in such capacity, the “Agent”). Capitalized definitional terms used but not defined herein have the meanings given such terms in the Credit Agreement.

I have reviewed the terms of the Credit Agreement together with each of the material documents related to the NewsChannel 5 Network Acquisition, and I am familiar with the affairs and records of the Borrower and its Subsidiaries as they relate to the matters dealt with in this Certificate. In connection with the conclusions set forth in the paragraph below, I have made such investigation and inquiry as I have deemed necessary and prudent and specifically relied on historical information and other data supplied by the personnel of the Borrower and its Subsidiaries who are directly responsible for the various operations involved.

Based upon my review described in paragraph 3 above, I certify to the Lenders and the Agent that as of the date hereof, and after giving effect to the NewsChannel 5 Network Acquisition and the incurrence of all Indebtedness and Guarantee Obligations being incurred in connection therewith, the Borrower, individually, is, and the Borrower and its Subsidiaries, collectively, are, Solvent.

I understand that the Lenders are relying on the truth and accuracy of the foregoing in connection with their entering into the Credit Agreement and making Loans thereunder.

[Signature page to follow]

IN WITNESS WHEREOF, the undersigned has duly executed this Solvency Certificate as of the date first written above.


		Name :
		Title :

EXHIBIT 5.1(f)

FORM OF CERTIFICATE OF SECRETARY OF THE BORROWER

December [_], 2012

Pursuant to Section 5.1(f) of the Second Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of December 5, 2012, among JOURNAL COMMUNICATIONS, INC. (the “Borrower”), certain of its Subsidiaries as guarantors, the banks and other financial institutions from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as administrative agent for the Lenders (in such capacity, the “Agent”), the undersigned Secretary of Borrower hereby certifies to the Lenders and the Agent as follows.

1 Attached hereto as Annex I is a true and complete copy of resolutions duly adopted by the Board of Directors of Borrower and such resolutions have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in full force and effect; and such resolutions are the only corporate resolutions of Borrower now in force relating to or affecting the matters referred to therein.

2. Attached hereto as Annex II is a true and complete copy of the Bylaws of Borrower as in effect on the date hereof.

3. Attached hereto as Annex III is a true and complete copy of the Articles of Incorporation of Borrower and all amendments thereto as in effect on the date hereof.

4. The following persons are now duly elected and qualified officers of Borrower, holding the offices indicated next to their names below, and such officers have held such offices with Borrower at all relevant times to and including the date hereof, and the signatures appearing opposite their names below are their true and genuine signatures, and such officers are duly authorized to execute and deliver on behalf of Borrower the Credit Agreement, the Notes and the other Credit Documents (all as defined in the Credit Agreement) and to act as authorized officers on behalf of Borrower under the Credit Agreement:

Name	Office	Signature

IN WITNESS WHEREOF, the undersigned has hereunto set his/her name and affixed the corporate seal of Borrower.

	By:
	Title :	Secretary

I, ___________________, _______________________ of Borrower, hereby certify that ______________, whose genuine signature appears above, is, and has been at all relevant times to and including the date hereof, the duly elected, qualified and acting Secretary of Borrower.

	By:

	Title :

EXHIBIT 5.1(i)

FORM OF CLOSING CERTIFICATE

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of December 5, 2012 (the “Credit Agreement”), by and among JOURNAL COMMUNICATIONS, INC. (the “Borrower”), certain of its Subsidiaries as guarantors, the banks and other financial institutions from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as administrative agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned, being the duly elected, qualified and acting ______________________ of the Borrower HEREBY CERTIFIES to the Agent as follows:

1. Each of the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Credit Documents are true and correct on and as of the date hereof;

2 Immediately prior to, and after giving effect to, the making of the initial Loans by the Lenders to the Borrower, no Default or Event of Default will exist; and

3. Since December 25, 2011, which is the date of the most recent audited financial statements described in Section 6.1 of the Credit Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the ____ of December, 2012.

	JOURNAL COMMUNICATIONS, INC.

	By:
		Name :
		Title :

EXHIBIT 5.1(p)

FORM OF AUTHORIZATION LETTER

[Company Letterhead]

NOTICE OF AUTHORIZED BORROWERS

U S. Bank National Association,

as Agent under the Credit

Agreement referred to below

000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

Fax (000) 000-0000

Attention: Agency Services Group

Please be advised that the following people are authorized to request advances, principal reductions or fixed rate contracts (e.g. Eurodollar Loans) under the credit facility referenced in the Second Amended and Restated Credit Agreement, dated as of December 5, 2012, among JOURNAL COMMUNICATIONS, INC., certain of its Subsidiaries as guarantors, the banks and other financial institutions from time to time parties thereto as Lenders, and U.S. Bank National Association, as administrative agent for the Lenders:

	Name	Title
1.
2.
3.
4.
5.

DATED:			JOURNAL COMMUNICATIONS, INC.

			By:

			Title :

EXHIBIT 7.10

FORM OF JOINDER AGREEMENT

THIS JOINDER AGREEMENT (the “Agreement”), dated as of ____________, is by and between ___________________, a ___________________ (the “Subsidiary”), and U.S. Bank National Association, in its capacity as administrative agent under that certain Second Amended and Restated Credit Agreement (as it may be amended, modified, extended or restated from time to time, the “Credit Agreement”), dated as of December 5, 2012, by and among Journal Communications, Inc., a Wisconsin corporation (the “Borrower”), other Credit Parties party thereto, the Lenders party thereto and U.S. Bank National Association, as administrative agent (the “Agent”). All of the defined terms in the Credit Agreement are incorporated herein by reference.

The Subsidiary meets the Threshold Requirement, and, consequently, the Borrower and the other Credit Parties are required by Section 7.10 of the Credit Agreement to cause the Subsidiary to become a “Guarantor”.

Accordingly, the Subsidiary hereby agrees as follows with the Agent, for the benefit of the Lenders:

1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Credit Agreement, a “Guarantor” for all purposes of the Credit Agreement and the other Credit Documents and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement and the other Credit Documents. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Documents, including without limitation (i) all of the representations and warranties of the Credit Parties set forth in Section 6 of the Credit Agreement, (ii) all of the affirmative and negative covenants set forth in Sections 7 and 8 of the Credit Agreement, and (iii) all of the undertakings and waivers set forth in Section 4 of the Credit Agreement. Without limiting the generality of the foregoing terms of this Paragraph 1, the Subsidiary hereby (i) jointly and severally, together with the other Guarantors, guarantees to each Lender and the Agent, as provided in Section 4 of the Credit Agreement, the prompt payment and performance of the Credit Party Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof and (ii) agrees that if any of the Credit Party Obligations are not paid or performed in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise), the Subsidiary will, jointly and severally, together with the other Guarantors, promptly pay and perform the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Credit Party Obligations, the same will be promptly paid in full when due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise) in accordance with the terms of such extension or renewal and (iii) agrees to execute such amendments to the Credit Agreement and the other Credit Documents, as the Agent shall reasonably determine are necessary to effect the intent and purposes of this Agreement.

2. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract.

IN WITNESS WHEREOF, the Subsidiary has caused this Agreement to be duly executed by its authorized officers, and the Agent, for the benefit of the Lenders, has caused the same to be accepted by its authorized officer, as of the day and year first above written

	[SUBSIDIARY]

	By:
	Title :

	Acknowledged and accepted:

	U.S. Bank National Association, as Administrative Agent

	By:
	Title :

EXHIBIT 11.6(c)

FORM OF COMMITMENT TRANSFER SUPPLEMENT

Reference is made to the Amended and Restated Credit Agreement, dated as of December 5, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among JOURNAL COMMUNICATIONS, INC. (the “Borrower”), certain of its Subsidiaries as guarantors, the banks and financial institutions from time to time parties thereto and U.S. Bank National Association, as administrative agent for the Lenders (in such capacity, the “Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

__________________________ (the “Transferor Lender”) and __________________ (the “Purchasing Lender”) agree as follows.

1 The Transferor Lender hereby irrevocably sells and assigns to the Purchasing Lender without recourse to the Transferor Lender, and the Purchasing Lender hereby irrevocably purchases and assumes from the Transferor Lender without recourse to the Transferor Lender, as of the Transfer Effective Date (as defined below), a ___% interest (the “Assigned Interest”) in and to the Transferor Lender’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on such Schedule 1.

2 The Transferor Lender (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto, other than that the Transferor Lender has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Notes held by it evidencing the Assigned Facilities and (i) requests that the Agent exchange the attached Note for a new Note payable to the Purchasing Lender and (ii) if the Transferor Lender has retained any interest in the Assigned Facility, requests that the Agent exchange the attached Note for a new Note payable to the Transferor Lender, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Transfer Effective Date).

3 The Purchasing Lender (a) represents and warrants that it is legally authorized to enter into this Commitment Transfer Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 6.1 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement; (c) agrees that it will, independently and without reliance upon the Transferor Lender, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to Section 3.9 of the Credit Agreement.

4. The effective date of this Commitment Transfer Supplement shall be _____________ (the “Transfer Effective Date”). Following the execution of this Commitment Transfer Supplement, it will be delivered to the Agent for acceptance by it and recording by the Agent pursuant to the Credit Agreement, effective as of the Transfer Effective Date (which shall not, unless otherwise agreed to by the Agent, be earlier than five Business Days after the date of such acceptance and recording by the Agent).

5. Upon such acceptance and recording, from and after the Transfer Effective Date, the Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, Fees and other amounts) to the Purchasing Lender whether such amounts have accrued prior to the Transfer Effective Date or accrue subsequent to the Transfer Effective Date. The Transferor Lender and the Purchasing Lender shall make all appropriate adjustments in payments by the Agent for periods prior to the Transfer Effective Date or, with respect to the making of this assignment, directly between themselves.

6. From and after the Transfer Effective Date, (a) the Purchasing Lender shall be a party to the Credit Agreement and, to the extent provided in this Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Transferor Lender shall, to the extent provided in this Commitment Transfer Supplement, relinquish its rights and be released from its obligations under the Credit Agreement.

7. This Commitment Transfer supplement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin.

IN WITNESS WHEREOF, the parties hereto have caused this Commitment Transfer Supplement to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

SCHEDULE 1

TO COMMITMENT TRANSFER SUPPLEMENT

RELATING TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT,

DATED AS OF DECEMBER 5, 2012,

AMONG

JOURNAL COMMUNICATIONS, INC.

THE LENDERS NAMED THEREIN

AND

U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT FOR THE

LENDERS (IN SUCH CAPACITY, THE “AGENT”)

Name of Transferor Lender:

Name of Purchasing Lender:

Transfer Effective Date of Assignment:

Credit Facility Assigned	Principal Amount Assigned6	Commitment Assigned7

	$ _______________	____.______________%

[NAME OF PURCHASING LENDER]			[NAME OF TRANSFEROR LENDER]
By:			By:
Name			Name :
Title :			Title:
Accepted:			Consented to:

[NAME OF PURCHASING LENDER]			[NAME OF TRANSFEROR LENDER]
By:			By:
Name			Name :
Title :			Title:
Accepted:			Consented to:

6 Subsequent to funding, the Term Loans shall not be assigned.

7 Calculate the Commitment that is assigned to at least 15 decimal places and show as a percentage of the aggregate commitments of all Lenders.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 5, 2012 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....

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