Current assets

Exhibit 10.1

AMENDMENT NO. 2 TO CREDIT AGREEMENT

     This Amendment No. 2 to Credit Agreement (this “Agreement”) dated as of September 30, 2003 is made by and among BLOCK COMMUNICATIONS, INC., an Ohio corporation (“Block” or the “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”), each of the Lenders (as defined in the Credit Agreement, defined below) signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

     W I T N E S S E T H:

     WHEREAS, the Borrower, the Administrative Agent and each of the Lenders have entered into that certain Credit Agreement dated as of May 15, 2002, as amended by that certain Amendment No. 1 to Credit Agreement dated as of September 12, 2002 (as so amended, as hereby amended, and as from time to time hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”; capitalized terms as used in this Agreement not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Borrower a revolving credit facility (including a letter of credit facility and a swing line facility) and two term loan facilities; and

     WHEREAS, each of the Guarantors has entered into a Guaranty pursuant to which it has guaranteed certain or all of the obligations of the Borrower under the Credit Agreement and the other Loan Documents; and

     WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to amend certain provisions of the Credit Agreement, including without limitation the pricing and amortization with respect to the Term Loan B Facility, and to convert the Outstanding Amount of the Term Loan A as of the date hereof into Outstanding Amounts under the Term Loan B, and the Administrative Agent and the Lenders have agreed so to amend the Credit Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1.     Amendments to Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows:

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     2.     Conversion of Term Loan A. As of the date of this Agreement and prior to giving effect to the terms hereof, the Outstanding Amount of the Term Loan A is $10,000,000 (the “Current TLA Outstanding Amount”) and the Outstanding Amount of the Term Loan B (after giving effect to the prepayment to be made pursuant to Section 2.09(d) of the Credit Agreement on September 30, 2003) is $70,491,500. Upon the effectiveness of this Agreement, (a) the Current TLA Outstanding Amount shall automatically be deemed to have been converted into an equal Outstanding Amount of the Term Loan B, such that the Outstanding Amount of the Term Loan B shall be increased by the Current TLA Outstanding Amount, and (b) each Term Loan A Lender holding a portion of the Current TLA Outstanding Amount shall (if it is not already also a Term Loan B Lender) automatically become a Term Loan B Lender, and (c) the Pro Rata Term B Share of the Term Loan B of each Term Loan B Lender shall be equal to the percentage computed (in each case after giving effect to the conversions described in subsections (a) and (b) above) as (x) such Term Loan B Lender’s Outstanding Amount of the Term Loan B divided by (y) the Outstanding Amount of the Term Loan B. After giving effect to this Section 2, the Outstanding Amount of the Term Loan A shall be $0, and the Outstanding Amount of the Term Loan B shall be $80,491,500. Nothing in this Section 2 or otherwise in this Agreement shall (i) affect the ability of the Borrower to request Loans under the Term Loan A Facility, up to the Aggregate Term Loan A Commitments to the Term Loan A Advance Expiration Date in accordance with Section 2.01(a) of the Credit Agreement, (ii) alter the status of any Term Loan A Lender (determined prior to giving effect to this Agreement) as a Term Loan A Lender with

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respect to that portion of its Term Loan A Commitment still in effect on the date of this Agreement (after giving effect thereto), (iii) affect the amount of the Aggregate Term Loan A Commitments or the Term Loan A Commitment of any Term Loan A Lender in effect prior to the date of this Agreement, (iv) increase the Outstanding Amount of the Term Loan B of any Term Loan B Lender that is not also a Term Loan A Lender, (v) be interpreted to mean that the Term Loan A Maturity Date has occurred under part (b) of the definition thereof as a result of the conversion provided for in this Section 2, or (vi) affect the obligation of the Borrower to make the mandatory repayment of a portion of the Term Loan B pursuant to Section 2.09(d) on September 30, 2003.

     3.     Conditions Precedent. The effectiveness of this Agreement, the amendments to the Credit Agreement and the conversions of the Outstanding Amount of the Term Loan A herein provided, are subject to the satisfaction of the following conditions precedent:

     4.     Consent of the Guarantors. Each of the Guarantors has joined in the execution of this Agreement for the purposes of consenting hereto and for the further purpose of confirming its guaranty of the Obligations of the Borrower pursuant to the Guaranty to which such Guarantor is party. Each Guarantor hereby consents, acknowledges and agrees to the amendments of the Credit Agreement set forth herein and hereby confirms and ratifies in all respects the Guaranty and the other Loan Documents to which such Guarantor is a party and the enforceability of such Guaranty and other Loan Documents against such Guarantor in accordance with its terms.

     5.     Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Agreement, the Borrower and the Guarantors, as applicable, represent and warrant to the Administrative Agent and the Lenders as follows:

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     6.     Entire Agreement. This Agreement, together with all the Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relative to such subject matter. No promise, condition, representation or warranty, express or implied, not herein set forth shall bind any party hereto, and not one of them has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Agreement may be changed, modified, waived or canceled orally or otherwise, except as permitted pursuant to Section 10.01 of the Credit Agreement.

     7.     Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects by each party hereto and shall be and remain in full force and effect according to their respective terms.

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     8.     Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

     9.     Governing Law. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the state of New York.

     10.     Enforceability. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

     11.     References. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.

     12.     Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each of the Guarantors and Lenders, and their respective successors, assigns and legal representatives; provided, however, that neither the Borrower nor any Guarantor, without the prior consent of the Required Lenders, may assign any rights, powers, duties or obligations hereunder.

     13.     Expenses. The Borrower agrees to pay to the Administrative Agent all reasonable out-of-pocket expenses incurred or arising in connection with the negotiation and preparation of this Agreement.

[Signature pages follow.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Credit Agreement to be made, executed and delivered by their duly authorized officers as of the day and year first above written.

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Annex I
(to Amendment No. 2 to Credit Agreement)

Schedule 1.01(a)
(to Credit Agreement)

COMMITMENTS
AND PRO RATA SHARES

[Additional columns below]

[Continued from above table, first column(s) repeated]

Annex I to amendment No. 2