S-4

As filed with the Securities and Exchange Commission on December 20, 2004

Registration 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FISHER COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Washington	4833	91-0222175
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

100 4^th Avenue N., Suite 510

Seattle, Washington 98109

(206) 404-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William W. Krippaehne, Jr.

President and Chief Executive Officer

Fisher Communications, Inc.

100 4^th Avenue N., Suite 510

Seattle, Washington 98109

(206) 404-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

SEE TABLE OF ADDITIONAL REGISTRANTS

Copies to:

David F. McShea

S. Paul Sassalos

Perkins Coie LLP

1201 Third Avenue, Suite 4800

Seattle, Washington 98101-3099

(206) 359-8000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit (1)(2)		Proposed Maximum Aggregate Offering Price (1)(2)	Amount Of Registration Fee
8 5/8% Senior Notes due 2014 (3)	$150,000,000	100	%	$150,000,000	$	17,655
Guarantees of the 8 5/8% Senior Notes due 2014 (4)	$150,000,000	N/A		N/A		N/A

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933.

(2) Equals the aggregate principal amount of the securities being registered.

(3) The 8 ⁵/8% Senior Notes Due 2014 will be the obligations of Fisher Communications, Inc.

(4) The registrants listed on the Table of Additional Registrants will guarantee the obligations of Fisher Communications, Inc. under the 8 ⁵/8% Senior Notes Due 2014. The guarantees are not traded separately. Pursuant to Rule 457(n) under the Securities Act of 1933, no additional registration fee is due with respect to the guarantees.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (EIN)	Primary Standard Industrial Classification Code Number (SIC)	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office
Fisher Broadcasting Company	Washington	91-0222050	5510	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Media Services Company	Washington	91-2122779	5310	140 4th Avenue N. Seattle, Washington 98109 (206) 404-8000
Fisher Mills Inc.	Washington	91-0870669	3110	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Pathways, Inc.	Washington	91-1160919	5135	140 4th Avenue N. Seattle, Washington 98109 (206) 404-4013
Fisher Properties, Inc.	Washington	91-0870215	5310	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Radio Regional Group Inc.	Washington	91-1671233	5131	1212 N. Washington, Suite 307 Spokane, Washington 99201 (509) 343-9500
Sam Wylde Flour Company, Inc.	Washington	91-0713378	3100	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Broadcasting – Seattle TV, L.L.C.	Delaware	91-2136495	5131	140 4th Avenue N. Seattle, Washington 98109 (206) 404-4000
Fisher Broadcasting – Portland Radio, L.L.C.	Delaware	91-2136496	5131	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Broadcasting – Seattle Radio, L.L.C.	Delaware	91-2136489	5131	140 4th Avenue N. Seattle, Washington 98109 (206) 404-4000
Fisher Broadcasting – Portland TV, L.L.C.	Delaware	91-2136493	5131	2153 N.E. Sandy Boulevard Portland, Oregon 97232 (503) 231-4222
Fisher Broadcasting – Oregon TV, L.L.C.	Delaware	91-2136490	5131	4575 Blanton Road Eugene, Oregon 97405 (541) 342-4961
Fisher Broadcasting – Washington TV, L.L.C.	Delaware	91-2136487	5131	2801 Terrace Heights Drive Yakima, Washington 98901 (509) 575-0029
Fisher Broadcasting – Idaho TV, L.L.C.	Delaware	91-2136488	5131	140 N. 16th Street Boise, Idaho 83702 (208) 472-2222

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (EIN)	Primary Standard Industrial Classification Code Number (SIC)	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office
Fisher Broadcasting – S.E. Idaho TV, L.L.C.	Delaware	91-2136491	5131	1255 E. 17th Street Idaho Falls, Idaho 83404 (208) 522-5100
Fisher Broadcasting – Georgia, L.L.C.	Delaware	91-1955733	5131	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Entertainment, L.L.C.	Delaware	75-2974784	5132	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Civia, Inc.	Delaware	30-0019189	51339	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer and sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 20, 2004

PRELIMINARY PROSPECTUS

Fisher Communications, Inc.

OFFER TO EXCHANGE

8 ⁵/8% Senior Notes Due 2014

that have been registered under the Securities Act of 1933, as amended

for any and all of its outstanding

8 ⁵/8% Senior Notes Due 2014

that were issued and sold in a transaction exempt from registration

under the Securities Act of 1933, as amended

Fisher Communications, Inc., a Washington corporation, hereby offers to exchange, upon the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, up to $150 million in aggregate principal amount of its 8 ⁵/8% Senior Notes Due 2014, which we refer to as the “exchange notes,” for the same principal amount of its outstanding 8 ⁵/8% Senior Notes Due 2014, which we refer to as the “original notes.”

The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will generally be freely transferable and do not contain certain terms with respect to registration rights and liquidated damages. We will issue the exchange notes under the indenture governing the original notes. For a description of the principal terms of the exchange notes, see “Description of Notes.”

The exchange offer will expire at 5:00 p.m. New York City time, on                 , 2005, unless we extend the offer. At any time prior to 5:00 p.m. New York City time on the expiration date, you may withdraw your tender of any original notes; otherwise, such tender is irrevocable. We will receive no cash proceeds from the exchange offer.

The exchange notes constitute a new issue of securities for which there is no established trading market. Any original notes not tendered and accepted in the exchange offer will remain outstanding. To the extent original notes are tendered and accepted in the exchange offer, your ability to sell untendered, and tendered but unaccepted, original notes could be adversely affected. Following consummation of the exchange offer, the original notes will continue to be subject to their existing transfer restrictions and we will generally have no further obligations to provide for the registration of the original notes under the Securities Act of 1933, as amended, or the Securities Act. We cannot guarantee that an active trading market will develop or give assurances as to the liquidity of the trading market for either the original notes or the exchange notes. We do not intend to apply for listing of either the original notes or the exchange notes on any exchange or market.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of its exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for a period of 180 days following the consummation of the exchange offer in connection with resales of exchange notes received in exchange for notes where the original notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We and the guarantors have agreed that, for a period of 180 days following the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale of the exchange notes. See “Plan of Distribution.”

Investing in the exchange notes involves certain risks. Please read “ Risk Factors” beginning on page 7 of this prospectus.

This prospectus and the letter of transmittal are first being mailed to all holders of the original notes on or about                 , 2005.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                 , 2005.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Documents incorporated by reference are available from us without charge. Any person, including any beneficial owner, to whom this prospectus is delivered may obtain documents incorporated by reference in, but not delivered with, this prospectus by requesting them by telephone or in writing at the following address:

Fisher Communications, Inc

100 4th Avenue N., Suite 510

Seattle, Washington 98109

(206) 404-7000

Attn.: Investor Relations

To obtain timely delivery, you must request these documents no later than five business days before the expiration date of the exchange offer.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with information different from that contained in this prospectus. We are offering to exchange original notes for exchange notes only in jurisdictions where such offer is permitted. You should not assume that the information in the incorporated documents, this prospectus or any prospectus supplement is accurate as of any other date other than the date on the front of these documents.

PROSPECTUS SUMMARY

This summary may not contain all the information that may be important to you. You should read the entire prospectus, including the additional documents to which we refer you, before making an investment decision. See “Where You Can Find More Information” and “Incorporation by Reference.” In this prospectus, “we,” “our,” “us,” “our company,” “the Company” and “Fisher Communications,” refer to Fisher Communications, Inc., our subsidiaries and South West Oregon Television Broadcasting Corporation, in which we own a 50% interest, unless otherwise noted or the context otherwise indicates.

Fisher Communications, Inc.

Fisher Communications, Inc. is an integrated media company that has been in the broadcasting business since 1926. We own and operate nine network-affiliated television stations and 27 radio stations. We also own a 50% interest in a company that owns a tenth television station. We have long-standing network affiliations with ABC and CBS. Our television and radio stations are located in Washington, Oregon, Idaho and Montana. Seattle and Portland are our two largest markets for both television and radio. We own ABC network affiliates in Seattle and Portland, which are both within the top 25 Designated Market Area (“DMA”) television markets as determined by A.C. Nielsen Media Research (“Nielsen Media Research”). We also own three radio stations in Seattle, the 14^th largest radio market, as determined by BIA Financial Network, Inc. Our television stations reach 3.5 million households (approximately 3.25% of U.S. television households) according to Nielsen Media Research. Our stations produce quality local programming and have received numerous awards for broadcasting excellence.

We conduct our operations through two subsidiaries, Fisher Broadcasting Company and Fisher Media Services Company. Our broadcasting operations provided approximately 96% of our consolidated revenue from continuing operations in 2003, with television broadcasting accounting for approximately 64% and radio broadcasting accounting for approximately 32% of our 2003 revenue.

Fisher Media Services Company owns and operates Fisher Plaza, a facility located near downtown Seattle that is designed to enable companies to distribute analog and digital media content through numerous channels, including broadcast, satellite, cable, Internet and broadband, as well as wired and wireless communication systems. Fisher Plaza serves as the home of our corporate offices, including our Seattle television and radio stations, and also houses a variety of companies, including media and communications companies. Fisher Plaza was completed in the summer of 2003 and had a net book value of $119.4 million as of September 30, 2004.

We also own approximately 3.0 million shares of the common stock of Safeco Corporation, a publicly traded insurance and financial services corporation. We have been a stockholder of Safeco Corporation since 1923. The market value of our investment in Safeco Corporation common stock as of September 30, 2004 was approximately $137.1 million.

Fisher Communications, Inc. is a Washington corporation. Our headquarters and principal executive offices are located at 100 Fourth Avenue North, Suite 510, Seattle, Washington 98109 and our telephone number is (206) 404-7000.

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SUMMARY OF THE EXCHANGE OFFER

In September 2004, we completed a private offering of the original notes. We received aggregate proceeds, before expenses and commissions, of $150 million from the sale of the original notes.

In connection with the offering of original notes, we entered into a registration rights agreement with the initial purchaser of the original notes in which we agreed to use best efforts to file a registration statement with respect to the exchange offer for the original notes within 120 days after the issue date of the original notes, to cause that registration statement to become effective within 180 days after the issue date, and to consummate the exchange offer for the original notes within 210 days of issue date. In the exchange offer, you are entitled to exchange your original notes for exchange notes, with substantially similar terms as the original notes. The exchange notes will be accepted for clearance through The Depository Trust Company, or the DTC, and Clearstream Banking SA, or Clearstream, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Euroclear, with a new CUSIP and ISIN number and common code. You should read the discussions under the headings “The Exchange Offer,” “Book-Entry; Delivery and Form” and “Description of Notes,” respectively, for more information about the exchange offer and exchange notes. After the exchange offer is completed, you will no longer be entitled to any exchange or, with limited exceptions, registration rights for your original notes.

The Exchange Offer	We are offering to exchange up to $150 million principal amount of the exchange notes for up to $150 million principal amount of the original notes. Original notes may only be exchanged in $1,000 increments.
	The terms of the exchange notes are identical in all material respects to those of the original notes, except the exchange notes will not be subject to transfer restrictions and holders of the exchange notes will have no registration rights except in limited circumstances. Also, the exchange notes will not include provisions contained in the original notes that required payment of liquidated damages in the event we failed to satisfy our registration obligations with respect to the original notes.
	Original notes that are not tendered for exchange will continue to be subject to transfer restrictions and, with limited exceptions, will not have registration rights. Therefore, the market for secondary resales of original notes that are not tendered for exchange is likely to be minimal.
	We will issue registered exchange notes promptly after the expiration of the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m. New York City time, on                     , 2005, unless we decide to extend the expiration date. Please read “The Exchange Offer—Extensions, Delay in Acceptance, Termination or Amendment” for more information about extending the expiration date.
Withdrawal of Tenders	You may withdraw your tender of original notes at any time prior to 5:00 p.m. New York City time on the expiration date. We will return to you, without charge, promptly after the expiration or termination of the exchange offer any original notes that you tendered but that were not accepted for exchange.

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Conditions to the Exchange Offer We will not be required to accept original notes for exchange:

• if the exchange offer would be unlawful or would violate any interpretation of the SEC staff, or

• if any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer.

The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered. Please read “The Exchange Offer—Conditions to the Exchange Offer” for more information about the conditions to the exchange offer.

Procedures for Tendering Original Notes If your original notes are held through DTC and you wish to participate in the exchange offer, you may do so through DTC’s automated tender offer program. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any exchange notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes;

• you are not our “affiliate,” as defined in Rule 405 under the Securities Act;

• if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that you acquired as a result of market-making activities or other trading activities, you will deliver a prospectus in connection with any resale of such exchange notes.

Special Procedures for Beneficial Owner If you own a beneficial interest in original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the original notes in the exchange offer, please contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf and to comply with our instructions described in this prospectus.

Guaranteed Delivery Procedures You must tender your original notes according to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” if any of the following apply:

• you wish to tender your original notes but they are not immediately available;

• you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent prior to 5:00 p.m. New York City time on the expiration date; or

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	•      you cannot comply with the applicable procedures under DTC’s automated tender offer program prior to 5:00 p.m. New York City time on the expiration date.
Resales	Except as indicated in this prospectus, we believe that the exchange notes may be offered for resale, resold and otherwise transferred without compliance with the registration and prospectus delivery requirements of the Securities Act provided that: •      you are acquiring the exchange notes in the ordinary course of your business; •      you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes; •      you are not a broker-dealer who purchased the outstanding notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and •      you are not our affiliate.
	Our belief is based on existing interpretations of the Securities Act by the SEC staff set forth in several no-action letters to third parties. We do not intend to seek our own no-action letter, and there is no assurance that the SEC staff would make a similar determination with respect to the exchange notes. If this interpretation is inapplicable, and you transfer any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not assume, or indemnify holders against, such liability.
	Each broker-dealer that is issued exchange notes for its own account in exchange for original notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. To the extent described in “Plan of Distribution,” a broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes.
United States Federal Income Tax Considerations	The exchange of original notes for exchange notes will not be a taxable exchange for United States federal income tax purposes. Please see “United States Federal Income Tax Considerations.”
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. We will pay certain expenses incident to the exchange offer. See “The Exchange Offer—Fees and Expenses.”
Registration Rights	If we fail to complete the exchange offer as required by the registration rights agreement, we may be obligated to pay additional interest to holders of the original notes. Please see “Description of Notes—Registration Rights; Liquidated Damages” for more information regarding your rights as a holder of the original notes.

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THE EXCHANGE AGENT

We have appointed U.S. Bank National Association as exchange agent for the exchange offer. Please direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent. As described in more detail under the caption “The Exchange Offer—Procedures for Tendering,” if you are not tendering under DTC’s automated tender offer program, you should send the letter of transmittal and any other required documents to the exchange agent as follows:

U.S. Bank National Association

By Mail (Registered or Certified Mail Recommended), Overnight Courier or Hand:	By Facsimile Transmission (for Eligible Institutions Only):	Confirm Receipt of Tenders by Telephone:
U.S. Bank National Association	(651) 495-8158 (MN)	(800) 934-6802 (MN)
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Specialized Finance

THE EXCHANGE NOTES

The form and terms of the exchange notes to be issued in the exchange offer are substantially identical to the form and terms of the original notes, except that the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer, will not contain terms providing for liquidated damages if we fail to perform our registration obligations with respect to the original notes and, with limited exceptions, will not be entitled to registration rights under the Securities Act. The exchange notes will evidence the same debt as the original notes, and both the original notes and the exchange notes are governed by the same indenture.

Issuer	Fisher Communications, Inc.
Notes Offered	$150,000,000 aggregate principal amount of exchange notes.
Maturity Date	The exchange notes will mature on September 15, 2014.
Interest Rate and Payment Dates	The exchange notes will bear interest at the rate of 8  5/8% per annum. Interest will be payable semiannually in arrears on March 15 and September 15 of each year, commencing March 15, 2005.
Guarantees	The exchange notes will be guaranteed by our current and future material domestic restricted subsidiaries.
Ranking	The exchange notes will be our general unsecured obligations. The exchange notes will rank equally in right of payment with our existing and future unsubordinated debt, and senior in right of payment to our future subordinated debt. The exchange notes will be effectively subordinated to our existing and future secured debt up to the value of the assets securing such debt. The guarantees of the exchange notes will be the general unsecured obligations of the guarantors. The guarantees will rank equally in right of payment with the existing and future unsubordinated debt of the guarantors, and senior in right of payment to the future subordinated

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	debt of the guarantors. The exchange notes will be effectively subordinated to the guarantors’ secured debt up to the value of the assets securing such debt. As of September 30, 2004 we had $150.1 million of indebtedness outstanding, including the original notes, none of which was secured indebtedness, and the guarantors had $9,000 of indebtedness outstanding. See “Description of Certain Indebtedness.”
Optional Redemption	Before September 15, 2007, we may redeem up to 35% of the original aggregate principal amount of the exchange notes at a redemption price equal to 108.625% of the principal amount of the exchange notes being redeemed, plus accrued and unpaid interest and liquidated damages, if any, on such exchange notes with the proceeds from certain public equity offerings as described in this prospectus under the caption “Description of Notes—Optional Redemption.” In addition, we may redeem the exchange notes at our option at any time on or after September 15, 2009, in whole or from time to time in part, at the redemption prices described under “Description of Notes—Optional Redemption,” plus accrued and unpaid interest and liquidated damages, if any, to but excluding the date fixed for redemption.
Sinking Fund	The exchange notes will not be entitled to any sinking fund.
Change of Control	Upon the occurrence of a change of control (as described under “Description of Notes—Repurchase at the Option of Holders—Change of Control”), we must offer to repurchase the exchange notes at 101% of the principal amount of the exchange notes, plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. The terms of our senior credit facility would prohibit us from repurchasing the exchange notes under these circumstances.
Certain Covenants	The indenture under which the exchange notes will be issued contains covenants that will, among other things, limit our ability and the ability of our restricted subsidiaries to: •     incur additional indebtedness, except that we may incur additional indebtedness if we maintain compliance with certain financial covenants; •     make certain asset dispositions; •     make investments or other restricted payments; •     pay dividends or make other distributions on, redeem or repurchase, capital stock; •     issue capital stock of our restricted subsidiaries; •     enter into transactions with affiliates or related persons; •     incur certain liens on assets to secure debt; and •     enter into a merger, sale or consolidation. These covenants are subject to a number of important qualifications and exceptions as described in this prospectus under the caption “Description of Notes—Certain Covenants.”
Listing	The exchange notes will not be listed on any exchange or market.

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RISK FACTORS

You should carefully consider each of the following risks and uncertainties associated with us and the exchange offer, as well as all the other information set forth in and incorporated into this prospectus. Any of these risks and uncertainties could materially adversely affect our business, financial condition, operating results and prospects, which in turn could adversely affect the price of the notes and our ability to repay the notes.

Risks Relating to the Exchange Offer

Because there is no public market for the exchange notes, you may not be able to sell your exchange notes.

The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market. There can be no assurance as to:

• the liquidity of any trading market that may develop;

• the ability of holders to sell their exchange notes; or

• the price at which the holders would be able to sell their exchange notes.

The exchange notes will not be listed on any exchange or market. If a trading market were to develop, the exchange notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

Any market-making activity in the exchange notes will be subject to the limits imposed by the Securities Act and the Exchange Act. There can be no assurance that an active trading market will exist for the exchange notes or that any trading market that does develop will be liquid.

In addition, any original note holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Your original notes will not be accepted for exchange if you fail to follow the exchange offer procedures.

We will issue exchange notes pursuant to the exchange offer only after a timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we may not accept your original notes for exchange.

If you do not exchange your original notes, your original notes will continue to be subject to the existing transfer restrictions and you may be unable to sell your outstanding original notes.

We did not register the original notes and do not intend to do so following the exchange offer. Original notes that are not tendered will therefore continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under applicable securities laws. If you do not exchange your original notes, you will lose your right, except in limited circumstances, to have your original notes registered under the federal securities laws. As a result, if you hold original notes after the exchange offer, you may be unable to sell your original notes and the value of the original notes may decline. We have no obligation, except in limited circumstances, and do not currently intend, to file an additional registration statement to cover the resale of original notes that did not tender in the exchange offer or to re-offer to exchange the exchange notes for original notes following the expiration of the exchange offer.

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Risks Relating to the Notes

The following risk factors apply to both the original notes and the exchange notes.

Our indebtedness could materially and adversely affect our business and prevent us from fulfilling our obligations under the notes.

We currently have a substantial amount of debt. Our indebtedness could have a material adverse effect on our business. For example, it could:

• increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;

• reduce the availability of our cash flow to fund working capital, capital expenditures and other general business purposes;

• reduce the funds available to purchase the rights to television and radio programs;

• limit our flexibility in planning for, or reacting to, changes in our industries, making us more vulnerable to economic downturns; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

If our indebtedness affects our operations in these ways, our business, financial condition, cash flow and results of operations could suffer, making it more difficult for us to satisfy our obligations under the notes. Furthermore, the indenture governing the notes and our senior credit facility will permit us to incur substantial amounts of additional debt provided we meet certain financial and other covenants. See the sections entitled “Description of Notes” and “Description of Certain Indebtedness.” If we incur additional debt in the future, the related risks could intensify.

The covenants in our debt agreements impose restrictions that may limit our operating and financial flexibility.

Our credit facility and the indenture governing the notes contain covenants that may restrict our ability and the guarantors’ ability to:

• incur additional indebtedness;

• make specified restricted payments;

• make specified asset sales;

• incur liens;

• engage in transactions with affiliates;

• issue and sell capital stock of our subsidiaries to third persons; or

• engage in a merger, consolidation or sale of substantial assets.

Our senior credit facility includes other more restrictive covenants that require us to achieve certain financial and operating results and maintain compliance with a maximum senior secured leverage ratio. See the sections entitled “Description of Certain Indebtedness” and “Description of Notes.”

We cannot assure you that we will meet the covenants in the indenture, our senior credit facility or our other debt instruments, or that the holders of the notes, the lender under our senior credit facility and our other lenders will waive any failure to meet these covenants. A breach of any of these covenants would result in a default under these debt instruments and would in turn result in a default under future debt instruments. If an event of default occurs under our debt instruments and continues beyond any applicable cure period, the lender could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If our indebtedness were to be accelerated, we cannot assure you that we would be able to pay it.

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The senior notes are effectively subordinated to our existing and future secured indebtedness and to the indebtedness of any future non-guarantor subsidiaries.

The notes will not be secured by any of our or the guarantors’ assets. Any indebtedness outstanding under our senior credit facility is secured by substantially all of our and the guarantors’ assets, and the terms of the instruments governing our notes permit us and the guarantors to incur additional senior secured indebtedness without also securing the notes. See the sections entitled “Description of Notes—Certain Covenants—Incurrence of Indebtedness,” “Description of Notes—Certain Covenants—Liens” and the definition of “Permitted Liens” contained in the section entitled “Description of Notes.” As a result, the notes will be effectively subordinated to indebtedness outstanding under our senior credit facility and any additional secured debt that we or the guarantors may incur in the future to the extent of the value of the assets securing the debt.

Some or all of our future subsidiaries may not guarantee the notes. In the event any such non-guarantor subsidiary becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of its indebtedness and its trade creditors will generally be entitled to payment on their claims from the assets of such subsidiary before any of those assets are made available to us. Consequently, your claims in respect of the notes will be effectively subordinated to all of the liabilities (including trade credit) of any non-guarantor subsidiaries.

We depend on the cash flow of our subsidiaries to satisfy our obligations, including our obligations under the notes.

All of our operations are conducted through our subsidiaries, and we are dependent upon the cash flow of these subsidiaries to meet our obligations. Accordingly, our ability to make interest and principal payments when due to holders of the notes and our ability to purchase the notes upon a change of control is dependent upon the receipt of sufficient funds from our subsidiaries, which may be restricted by the terms of the indebtedness of our subsidiaries, including the terms of existing and future guarantees of our indebtedness given by our subsidiaries. We cannot assure you that the funds received from our subsidiaries will be adequate to allow us to make payments on the notes.

The guarantees may not be enforceable because of fraudulent conveyance laws and may be released in certain circumstances.

The incurrence of the guarantees by any of the guarantors may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of unpaid creditors of any one or more of the guarantors. Under these laws, if a court were to find that, at the time the guarantor incurred a guarantee of the notes, the guarantor:

• incurred the guarantee of the notes with the intent of hindering, delaying or defrauding current or future creditors; or

• received less than reasonably equivalent value or fair consideration for incurring the guarantee of the exchange notes;

and, if the guarantor:

• was insolvent or was rendered insolvent;

• was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes),

then the court could void the guarantee of the guarantor or subordinate the amounts owing under the guarantee to the guarantor’s presently existing or future debt or take other actions detrimental to you.

It may be asserted that the guarantors incurred their guarantees for our benefit and they incurred the obligations under the guarantees for less than reasonably equivalent value or fair consideration.

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The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee, either:

• the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they mature and become absolute.

If a guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any other reason, you will not have a claim against that guarantor and will only be a creditor of ours or any guarantor whose obligation was not set aside or found to be unenforceable. We have not separately obtained a solvency opinion in connection with this transaction.

Any guarantee of a guarantor may be released under certain circumstances, including (1) if we sell, exchange or transfer the stock of that guarantor or substantially all of its assets to a non-affiliate in compliance with the indenture, (2) if we designate a guarantor as an unrestricted subsidiary under the indenture or (3) we dissolve or wind-up a guarantor that is or becomes an immaterial subsidiary. See the section entitled “Description of Notes—Guarantees.”

We may not be able to finance a change of control offer required by the indenture.

If we were to experience a change of control, the indenture governing the notes requires us to offer to purchase all of the notes then outstanding at 101% of their principal amount, plus accrued interest to the date of purchase. If a change of control were to occur, we cannot assure you that we would have sufficient funds to purchase the notes. The purchase of the notes may require additional third-party financing, and we cannot assure you that we would be able to obtain that financing on favorable terms or at all.

In addition, our senior credit facility may under certain circumstances restrict our ability to purchase the notes, even when we are required to do so by the indenture in connection with a change of control. Furthermore, similar change of control events will result in an event of default under our senior credit facility and could cause the acceleration of our debt thereunder. The acceleration of the indebtedness under our senior credit facility, and the inability to purchase all of the tendered notes, in the event of a change of control, would each constitute an event of default under the indenture.

We may enter into transactions, including acquisitions, refinancings or recapitalizations, or highly leveraged transactions, that do not constitute a change of control under the indenture governing the notes. Any of these transactions may result in an increase in our debt or otherwise affect our capital structure, harm our credit ratings or have a material adverse effect on holders of the notes. The provisions relating to a change of control may increase the difficulty for a potential acquiror to obtain control of us.

Some of our significant assets are intangible and they may have little value upon a liquidation. We are permitted under the indenture to use proceeds from an asset sale to pay any expenditure in our business.

Our assets include significant intangible assets, including our affiliation agreements with television networks and our Federal Communications Commission (“FCC”) licenses, the value of which will depend significantly upon the success of our business, the success of such networks and the financial prospects of the television and radio broadcasting industries in general. If we default on our indebtedness, or if we are liquidated, the value of these assets may not be sufficient to satisfy our obligations to our creditors and debtholders, including the holders of the notes.

The indenture permits us to use the proceeds from an asset sale to pay any expenditure in our business, including the payment of operating expenses. See the section entitled “Description of Notes—Repurchase at the Option of the Holders—Asset Sales.”

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Risks Relating to Our Business

We depend on advertising revenues, which fluctuate as a result of a number of factors.

Our main source of revenue is sales of advertising. Our ability to sell advertising depends on:

• the health of the national economy, and particularly the economy of the Northwest region and Seattle, Washington and Portland, Oregon;

• the popularity of our programming;

• changes in the makeup of the population in the areas where our stations are located;

• pricing fluctuations in local and national advertising;

• the activities of our competitors, including increased competition from other forms of advertising-based mediums, particularly network, cable television, direct satellite television and radio, and the Internet;

• the use of new services and devices which allow viewers to minimize commercial advertisements, such as satellite radio and personal digital video recorders; and

• other factors that may be beyond our control.

A decrease in advertising revenue from an adverse change in any of the above factors could negatively affect our operating results and financial condition.

In addition, our results are subject to seasonal fluctuations, which typically result in second and fourth quarter broadcasting revenue being greater than first and third quarter broadcast revenue. This seasonality is primarily attributable to increased consumer advertising in the spring and then increased retail advertising in anticipation of holiday season spending. Furthermore, revenues from political advertising are typically higher in election years.

We have incurred losses in the past. We cannot assure you that we will be able to achieve profitability.

We incurred loss from continuing operations of $16.4 million for the nine months ended September 30, 2004. In the full fiscal year 2003, we had a loss from continuing operations of $14.8 million and in fiscal years 2002 and 2001 we incurred operating losses from continuing operations of $7.5 million and $1.4 million, respectively. Although we have committed resources to (1) streamline our broadcast operations and control expenses and (2) increase our revenue, we cannot assure you that we will be successful in this regard or that we will be able to achieve profitability in the future.

Our operating results are dependent on the success of programming aired by our television and radio stations.

Our advertising revenues are substantially dependent on the success of our network programming. We make significant commitments to acquire rights to television and radio programs under multi-year agreements. The success of such programs is dependent partly upon unpredictable factors such as audience preferences, competing programming, and the availability of other entertainment activities. If a particular program is not popular in relation to its costs, we may not be able to sell enough advertising to cover the costs of the program. In some instances, we may have to replace or cancel programs before their costs have been fully amortized, resulting in write-offs that increase operating costs. For example, our Seattle and Portland television stations, which account for approximately 75% of our television broadcasting revenue, are affiliated with the ABC Television Network, with the remainder of our television stations affiliated with CBS Television Network. Popularity of programming on ABC has declined significantly in the last few years and has lagged behind other networks. This has contributed to a decline in audience ratings, which negatively impacted revenues for our Seattle and Portland television stations. Continued weak performance by ABC, a decline in performance by CBS, or a change in performance by other networks or network program suppliers, could harm our business and results of operations.

In May 2002, we acquired the radio broadcast rights for the Seattle Mariners baseball team for a term of six years. The success of this programming is dependent on some factors beyond our control, such as the

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competitiveness of the Seattle Mariners and the successful marketing of the team by the team’s owners. If the Seattle Mariners fail to maintain their current fan base, the number of listeners to our radio broadcasts may decrease, which would harm our ability to generate anticipated advertising dollars. On October 20, 2004, Major League Baseball announced an agreement with XM Satellite Radio to broadcast every Major League Baseball team nationwide beginning with the 2005 regular season. Though we retain broadcast rights under the Rights Agreement, we are not yet able to assess the impact of the announcement on our business. We expect that any such broadcast will take the form of a simultaneous retransmission of our feed and will be available to XM Satellite Radio subscribers nationwide. Such a rebroadcast could result in decreased listenership for our stations, the loss of regional sales growth opportunities and the loss of local advertisers that may not want their advertisements broadcast on a national scale.

The non-renewal or modification of affiliation agreements with major television networks could harm our operating results.

Each of our television stations’ affiliation with one of the four major television networks has a significant impact on the composition of the stations’ programming, revenues, expenses and operations. Our two largest television stations, KOMO, which broadcasts in Seattle, Washington, and KATU, which broadcasts in Portland, Oregon, have affiliation agreements with ABC that were extended through December 31, 2004. For 2003, approximately 75% of our television broadcasting revenues (and approximately 50% of our total revenues) were derived from our ABC affiliated stations. We are currently pursuing renewal of our ABC affiliation agreements. In addition, all of our affiliation agreements with CBS will expire in February 2006. We cannot give any assurance that we will be able to renew our affiliation agreements with the networks at all, or on satisfactory terms. In recent years, the networks have been attempting to negotiate better terms for themselves, including the reduction or elimination of compensation that the networks pay to affiliates for carrying their programming.

If a network acquires a television station in a market in which we own a station affiliated with that network, the network will likely decline to renew the affiliation agreement for our station in that market. The non-renewal or modification of any of the network affiliation agreements could harm our operating results.

Our auditors identified a material weakness in our internal controls. If the material weakness recurs, or we fail to discover and address any other material weaknesses in our internal controls, we may not be able to report reliable financial information.

During 2003, our independent registered public accounting firm reported to our audit committee certain matters involving internal controls that our independent registered public accounting firm considered to be reportable conditions. These matters related to (1) the failure to recognize and record pension obligations and settlement losses in a timely manner and (2) the misclassification of certain proceeds from the sale of securities and collection on an installment note as cash flows from operating activities, which were subsequently reclassified as cash flows from investing activities. Also, with respect to 2003, our independent registered public accounting firm observed additional adjustments to our financial statements relating to (1) certain out-of-period adjustments made between quarters in the amounts, net of taxes, of $76,000, $73,000 and $143,000, (2) an adjustment relating to a property sale amounting to $74,000, and (3) a write-down of deferred financing costs in the amount of $2,204,000 ($1,404,000 net of income taxes) relating to the payment of our debt in the fourth quarter of 2003 that was identified by our independent registered public accounting firm prior to the issuance of our financial statements for fiscal 2003 but which had not been previously identified by us.

In connection with the audit of our financial statements for fiscal 2003, our independent registered public accounting firm informed management and our audit committee that, taken together, the number of adjustments that were identified indicate the lack of an effective monitoring and oversight function during fiscal 2003, and concluded that this was a significant deficiency in our internal control structure, which they considered to be a material weakness under the then current accounting standards. In light of these matters, we now believe that a material weakness existed as of the end of the third fiscal quarter of 2002, as of the end of the 2002 fiscal year, as of the end of the first, second and third fiscal quarters of 2003 and as of the end of the 2003 fiscal year.

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We have taken actions to correct this material weakness. In particular, we have, among other things: (1) increased our finance staff; (2) continued the process of evaluating compliance under Section 404 of the Sarbanes-Oxley Act of 2002 and related rules; (3) commenced the use of a new disclosure and control procedure checklist in connection with preparation of our financial statements and periodic reports; and (4) established a practice regarding review and evaluation of significant one-time transactions.

We cannot assure you that the actions we have taken to correct the material weakness identified by our independent registered public accounting firm will prevent the deficiency that resulted in the material weakness from recurring in the future, and the failure to do so could prevent us from reporting reliable financial information. In addition, our failure to discover and address, effectively and on a timely basis, any other material weakness in our internal controls could negatively impact our financial reporting and our business. The additional finance and accounting staff we hired will need to familiarize themselves with our company and the broadcasting industry. In addition, we may not be able to hire additional finance personnel or replace current personnel due to a variety of factors, including, but not limited to, a general shortage of workers who have the accounting background that meets our needs. We may also experience higher than anticipated operating expenses and outside auditor fees as a result of the implementation of these changes and thereafter.

In addition, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related Securities and Exchange Commission rules, we will be required to furnish a report of management’s assessment of the effectiveness of our internal controls as part of our Annual Report on Form 10-K for the fiscal year ending December 31, 2004. Our auditors will be required to attest to and report on, management’s assessment. To issue our report, our management must document both the design for our internal controls and the testing processes that support management’s evaluation and conclusion. Our management is working to complete the necessary processes and procedures for issuing its report on our internal controls. There can be no assurance, however, that we will be able to complete the work necessary for our management to issue its report in a timely manner or that management or our auditors will conclude that our internal controls are effective.

Because our cost of services are relatively fixed, a downturn in the economy would harm our operations, revenue, cash flow and earnings.

Our operations are concentrated in the Northwest. The Seattle, Washington and Portland, Oregon markets are particularly important for our financial well-being. Operating results during 2002 and 2003, as well as in 2004, were adversely impacted by a soft economy, and weak economic conditions in these markets would harm our operations and financial condition. Because our costs of services are relatively fixed, we may be unable to significantly reduce costs if our revenues decline. If our revenues do not increase or if they decline, we could continue to suffer net losses, or such net losses could increase. In addition, a downturn in the national economy has resulted and may continue to result in decreased national advertising sales. This could harm our results of operations because national advertising sales represent a significant portion of our television advertising net revenue.

Radio and television programming revenue may be negatively affected by the cancellation of syndication agreements.

Syndication agreements are licenses to broadcast programs that are produced by production companies. Such programming can form a significant component of a station’s programming schedule. Syndication agreements are subject to cancellation, and such cancellations may affect a station’s programming schedule. The syndicator for several of our talk radio programs has acquired radio stations in the Seattle market and competes with our Seattle radio stations. We cannot assure you that we will continue to be able to acquire rights to such programs once our current contracts for these programs expire. We may enter into syndication agreements for programs that prove unsuccessful, and our payment commitment may extend until or if the syndicator cancels the program.

A write-down of goodwill would harm our operating results.

Approximately $38 million, or 9% of our total assets as of September 30, 2004, consists of unamortized goodwill. On January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, “Goodwill and

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Other Intangible Assets” (“SFAS 142”). SFAS 142 changed the accounting for goodwill from an amortization method to an impairment-only approach. As a result of our adoption of SFAS 142, in 2002 we recorded a charge for impairment of goodwill amounting to $99 million before income tax benefit or $64 million after income taxes. Goodwill is to be tested at the reporting unit level annually or whenever events or circumstances occur indicating that goodwill might be impaired. If impairment is indicated as a result of future annual testing, we would record an impairment charge in accordance with SFAS 142.

Foreign hostilities and further terrorist attacks may affect our revenues and results of operations.

The September 11, 2001 terrorist attacks and the war in Iraq caused regularly scheduled programming to be pre-empted by commercial-free network news coverage of these events, which resulted in lost advertising revenues. In the future, we may again experience a loss of advertising revenue and incur additional broadcasting expenses in the event that there is a terrorist attack against the United States or if the United States engages in foreign hostilities. As a result, advertising may not be aired, and the revenue for the advertising on such days will be lost, adversely affecting our results of operations for the period in which this occurs. In addition, there can be no assurance that advertisers will agree to run such advertising in future time periods or that space will be available for such advertising. We cannot predict the duration of such pre-emption of local programming if it occurs. In addition, our broadcasting stations may incur additional expenses as a result of expanded local news coverage of the local impact of a war or terrorist attack. The loss of revenue and increased expenses could harm our results of operations.

Competition in the broadcasting industry and the rise of alternative entertainment and communications media may result in loss of audience share and advertising revenue by our stations.

Our television and radio stations face intense competition from:

• local network affiliates and independent stations;

• cable, direct broadcast satellite and alternative methods of broadcasting brought about by technological advances and innovations, such as pay-per-view and home video and entertainment systems; and

• other sources of news, information and entertainment, such as streaming video broadcasts over the Internet, newspapers, movie theaters and live sporting events.

In addition to competing with other media outlets for audience share, we also compete for advertising revenues that comprise our primary source of revenues. Our stations compete for such advertising revenues with other television and radio stations in their respective markets, as well as with other advertising media such as newspapers, the Internet, magazines, outdoor advertising, transit advertising, yellow page directory, direct mail and local cable systems.

The results of our operations will be dependent upon the ability of each station to compete successfully in its market, and there can be no assurance that any one of our stations will be able to maintain or increase its current audience share or revenue share. To the extent that certain of our competitors have, or may in the future obtain, greater resources, our ability to compete successfully in our broadcasting markets may be impeded.

Changes in FCC regulations regarding ownership have increased the uncertainty surrounding the competitive position of our stations in the markets we serve.

In June 2003, the FCC amended its multiple ownership rules, including, among other things its local television ownership limitations, its prohibition on common ownership of newspapers and broadcast stations in the same market, as well as its local radio ownership limitations. Under the amended rules, a single entity would be permitted to own more than one television station in markets with fewer independently owned stations, and the rules would allow consolidated newspaper and broadcast ownership and operation in several of our markets. The new radio multiple ownership rules could limit our ability to acquire additional radio stations in existing

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markets that we serve. The effectiveness of these new rules were stayed pending appeal. In June 2004, a federal court of appeals issued a decision which upheld portions of the FCC decision adopting the rules, but concluded that the order failed adequately to support numerous aspects of those rules, including the specific numeric ownership limits adopted by the FCC. The court remanded the matter to the FCC for revision or further justification of the rules, retaining jurisdiction over the matter. The court has partially maintained its stay of the effectiveness of those rules, particularly as they relate to television. The rules are now largely in effect as they relate to radio. Barring a successful appeal to the U.S. Supreme Court, the FCC will review the matter and issue a revised order, which will then be subject to further review on appeal. We cannot predict whether, how or when the new rules will be modified, ultimately implemented as modified, or repealed in their entirety.

Legislation went into effect in January 2004 that permits a single entity to own television stations serving up to 39% of U.S. television households, an increase over the previous 35% cap. Large broadcast groups may take advantage of this law to expand further their ownership interests on a national basis.

We expect that the consolidation of ownership of broadcasting and newspapers in the hands of a smaller number of competitors would intensify the competition in our markets.

The FCC’s extensive regulation of the broadcasting industry limits our ability to own and operate television and radio stations and other media outlets.

The broadcasting industry is subject to extensive regulation by the FCC under the Communications Act of 1934, as amended. Compliance with and the effects of existing and future regulations could have a material adverse impact on us. Issuance, renewal or transfer of broadcast station operating licenses requires FCC approval, and we cannot operate our stations without FCC licenses. Our FCC licenses expire in 2005, 2006 and 2007. Failure to observe FCC rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of short-term (i.e., less than the maximum eight years) license renewals or, for particularly egregious violations, the denial of a license renewal application or revocation of a license. While the majority of such licenses are renewed by the FCC, we cannot assure you that our licenses will be renewed at their expiration dates, or, if renewed, that the renewal terms will be for eight years. If the FCC decides to include conditions or qualifications in any of our licenses, we may be limited in the manner in which we may operate the affected stations.

The Communications Act and FCC rules impose specific limits on the number of stations and other media outlets an entity can own in a single market. The FCC attributes to an entity interests held by, among others, such entity’s officers, directors, certain stockholders, and in some circumstances, lenders, for purposes of applying these ownership limitations. The ownership rules may prevent us from acquiring additional stations in a particular market. We may also be prevented from engaging in a swap transaction if the swap would cause the other company to violate these rules. Federal legislation and FCC rules have changed significantly in recent years and can be expected to continue to change. These changes may limit our ability to conduct our business in ways that we believe would be advantageous and may thereby affect our operating results.

We may lose audience share and advertising revenue if we are unable to reach agreement with cable companies regarding the retransmission of signals of our television stations.

On October 1, 2002, each of our television stations sent notices to cable systems in their market electing must-carry or retransmission consent status for the period from January 1, 2003 through December 31, 2005. Stations electing must-carry may require carriage of their signal on certain channels on cable systems within its market, whereas cable companies are prohibited from carrying the signals of stations electing retransmission consent unless an agreement between the station and the cable provider has been negotiated. We elected retransmission consent status with respect to a number of key cable systems. We have executed retransmission consent agreements with all cable systems that we believe are material to the overall viewership of our stations. We cannot assure you that we will be able to reach such agreements for periods commencing after December 31, 2005. Failure to do so may harm our business.

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Dependence on key personnel may expose us to additional risks.

Our business is dependent on the performance of certain key employees, including our chief executive officer and other executive officers. We generally do not enter into employment agreements with our key executive officers. We also employ several on-air personalities who have significant loyal audiences in their respective markets. We cannot assure you that all such key personnel or on-air personalities will remain with us or that our on-air personalities will renew their contracts. The loss of any key personnel could harm our operations and financial results.

A reduction on the periodic dividend on the common stock of Safeco Corporation may adversely affect our other income, cash flow and earnings.

We own approximately 3.0 million shares of the common stock of Safeco Corporation, which, at September 30, 2004, represented 32% of our assets and provided $2.2 million and $1.7 million in dividend income for the year ended December 31, 2003 and the nine months ended September 30, 2004, respectively. If Safeco Corporation reduces its periodic dividends, it will negatively affect our cash flow and earnings. In February 2001, Safeco Corporation reduced its quarterly dividend from $0.37 to $0.185 per share. In October 2004, Safeco Corporation increased its quarterly dividend from $0.185 to $0.22 per share.

We may be required to make additional unanticipated investments in HDTV technology, which could harm our ability to fund other operations or repay debt.

Although our Seattle, Portland, Eugene and Boise television stations currently comply with FCC rules requiring stations to broadcast in high definition television (“HDTV”), our stations in certain smaller markets do not, because they are operating pursuant to special temporary authorizations issued by the FCC to utilize low power digital facilities. These special temporary authorizations must be renewed every six months, and there is no assurance that the FCC will continue to extend these authorizations. If the FCC does not extend the authorizations for Fisher’s smaller stations, then we may be required to make additional investments in digital broadcasting to maintain the licenses of our smaller market stations. This could result in less cash being available to fund other aspects of our business or repay debt. In August 2004, the FCC adopted a Report and Order establishing firm deadlines for digital stations to maximize power. Generally, stations affiliated with top-four networks in the top 100 markets must construct full power facilities by July 1, 2005, and all others by July 1, 2006, or they will lose interference protection on their digital channel. The FCC has also adopted, in September 2004, a multi-step channel election and repacking process through which broadcast licenses and permittees will select their ultimate DTV channel. The process will start in November 2004 with licensees filing certain pre-election certifications, and it is estimated that it will be completed by August 2006. We are unable to predict at this time which DTV channels we will be able to obtain through this process.

Failure in our information technology systems would disrupt our operations, which could reduce our customer base and result in lost revenues. Our computer systems are vulnerable to viruses, unauthorized tampering, system failures and potential obsolescence.

Our operations depend on the continued and uninterrupted performance of our information technology systems. Despite our implementation of network security measures, our servers and computer systems are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Our computer systems are also subject to potential system failures and obsolescence. Any of these events could cause system interruption, delays and loss of critical data that would adversely affect our reputation and result in a loss of customers. Our recovery planning may not be sufficient for all eventualities.

We may experience disruptions in our business if we acquire and integrate new television or radio stations.

As part of our business strategy, we plan to continue to evaluate opportunities to acquire television or radio stations. There can be no assurance that we will find attractive acquisition candidates or effectively manage the integration of acquired stations into our existing business. If the expected operating efficiencies from acquisitions

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do not materialize, if we fail to integrate new stations or recently acquired stations into our existing business, or if the costs of such integration exceed expectations, our operating results and financial condition could be adversely affected. If we make acquisitions in the future, we may need to incur more debt or issue more equity securities, and we may incur contingent liabilities and amortization and/or impairment expenses related to intangible assets. Any of these occurrences could adversely affect our operating results and financial condition.

Our ownership and operation of Fisher Plaza is subject to risks, including those relating to the economic climate, local real estate conditions, potential inability to provide adequate management, maintenance and insurance, potential collection problems, reliance on significant tenants, and regulatory risks.

Revenue and operating income from, and the value of, Fisher Plaza may be adversely affected by the general economic climate, the Seattle economic climate and real estate conditions, including prospective tenants’ perceptions of attractiveness of the property and the availability of space in other competing properties. In addition, the economic conditions in the telecommunications and high-tech sectors may significantly affect our ability to attract tenants to Fisher Plaza, since space at Fisher Plaza is marketed in significant part to organizations from these sectors. Other risks relating to the operation of Fisher Plaza include the potential inability to provide adequate management, maintenance and insurance, and the potential inability to collect rent, due to bankruptcy or insolvency of tenants or otherwise. Real estate income and values may also be adversely affected by such factors as applicable laws and regulations, including tax and environmental laws, interest rate levels and the availability of financing. We carry comprehensive liability, fire, extended coverage and rent loss insurance with respect to Fisher Plaza. There are, however, certain losses that may be either uninsurable, not economically insurable, or in excess of our current insurance coverage limits. If an uninsured loss occurs with respect to Fisher Plaza, it could harm our operating results.

Our operations may be adversely affected by earthquakes and other natural catastrophes in the Northwest.

Our corporate headquarters and all of our operations are located in the Northwest. The Northwest has from time to time experienced earthquakes and experienced a significant earthquake on February 28, 2001. We do not know the ultimate impact on our operations of being located near major earthquake faults, but an earthquake could harm our operating results. Our broadcasting towers may also be affected by other natural catastrophes, such as forest fires. Our insurance coverage may not be adequate to cover the losses and interruptions caused by earthquakes or other natural catastrophes.

FORWARD-LOOKING INFORMATION

This prospectus and the documents incorporated into this prospectus include forward-looking statements within the meaning of the federal securities laws. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative of these terms or other variations thereon, or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus or the documents incorporated into this prospectus, including those under the headings “Prospectus Summary,” “Risk Factors” and “Business” are forward-looking statements.

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus and the documents incorporated into this prospectus under the headings “Prospectus Summary,” “Risk Factors” and “Business” may cause our actual results, performance or achievements to materially differ from any future results, performance or achievements expressed or implied by these forward-looking statements. The key factors that could cause actual results to differ from our expectations are described in “Risk Factors” beginning on page 7.

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Given these risks and uncertainties, you are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements included or incorporated by reference into this prospectus are made only as of the date of this prospectus or the applicable incorporated document. We do not undertake and specifically decline any obligation to update any forward-looking statements or to publicly announce the results of any revisions to any statements to reflect new information or future events or developments.

PRIVATE PLACEMENT

We issued $150 million in principal amount of the original notes dated as of September 20, 2004 to the initial purchaser of those notes and received proceeds that after deducting expenses and commissions represented an aggregate of approximately $144.5 million in net proceeds. We issued the original notes to the initial purchaser in a transaction exempt from or not subject to registration under the Securities Act. The initial purchaser then offered and resold the original notes to qualified institutional buyers in compliance with Rule 144A or non-U.S. persons in compliance with Regulation S under the Securities Act.

USE OF PROCEEDS

We are making the exchange offer to satisfy our obligations under the original notes, the indenture and the registration rights agreement. We will not receive any cash proceeds from the exchange offer. In consideration of issuing the exchange notes in the exchange offer, we will receive an equal principal amount of original notes. Any original notes that are properly tendered and accepted in the exchange offer will be canceled.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated. Earnings represent net income (loss) from continuing operations before income taxes and before equity in operations of equity investee, plus fixed charges, plus estimated amortization of capitalized interest and distributed income from equity investee, less interest capitalized. Fixed charges consist of interest expense (including interest expense relating to discontinued operations and amortization of debt issuance costs) and capitalized interest and that portion of rental expense we believe is representative of interest.

	Fiscal Year Ended December 31,											Nine Months Ended September 30, 2004
	1999	2000	2001			2002			2003
	(dollars in thousands)
Ratio	3.4	3.5		NA	(1)		NA	(1)		NA	(1)		NA	(1)
Deficiency of earnings to cover fixed charges	NA	NA	$	(6,131	)	$	(16,093	)	$	(29,136	)	$	(25,020	)

(1) Due to our losses in the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2004, the ratio coverage was less than 1:1. We would have had to generate additional earnings of $6,131, $16,093, $29,136 and $25,020 respectively, to achieve a coverage ratio of 1:1.

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CAPITALIZATION

The following table presents our unaudited consolidated cash and cash equivalents and capitalization as of September 30, 2004.

	As of September 30, 2004
	(dollars in thousands)
Cash and cash equivalents	$	20,949
Total debt
Senior Notes		150,000
Senior Credit Facility (1)		—
Other senior debt		53
Total debt		150,053
Total stockholders’ equity		184,887
Total capitalization	$	334,940

(1) We have the ability to borrow up to $20 million under our senior credit facility.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following selected historical consolidated financial data as of and for the five years ended December 31, 2003 are derived from our audited consolidated financial statements. Our financial statements and notes for the fiscal years ended December 31, 2001, 2002 and 2003 were audited by PricewaterhouseCoopers LLP. Our audited Consolidated Financial Statements as of December 31, 2002 and December 31, 2003, and for each of the three fiscal years ended December 31, 2003, are included in our Current Reports on Form 8-K filed with the SEC on September 17, 2004, and incorporated by reference into this prospectus. The selected historical consolidated financial data as of and for the nine-month periods ended September 30, 2004 and September 30, 2003 are derived from our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, and incorporated by reference into this prospectus. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of our financial condition and the results of operations for these periods. The statement of operations data for all periods presented have been reclassified to give effect to discontinued operations relating to the sale and/or closure of certain businesses, in accordance with Statement of Financial Accounting Standard No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Operating results for the nine-month period ended September 30, 2004 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2004 or for any other future period. This financial information should be read in conjunction with the financial information included in the documents incorporated by reference into this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes included in our Current Reports on Form 8-K filed with the SEC on September 2, 2004 and September 17, 2004 and our Quarterly Report on Form 10-Q for the nine month periods ended September 30, 2004.

	Fiscal Year Ended December 31,															Nine Months Ended September 30,
	1999			2000			2001			2002			2003			2003			2004
	(dollars in thousands)
Statement of Operations Data:
Revenue	$	140,267		$	179,859		$	134,008		$	126,696		$	138,387		$	103,858		$	111,517
Costs and expenses:
Cost of services sold, exclusive of depreciation and amortization		57,013			64,140			63,393			58,476			69,183			54,108			53,449
Selling expenses		14,734			19,016			17,644			19,808			25,259			19,082			20,857
General and administrative expenses		34,228			36,454			33,942			36,916			39,829			30,666			26,093
Depreciation and amortization		8,286			14,713			17,518			15,640			16,180			11,787			12,255
		114,261			134,323			132,497			130,840			150,451			115,643			112,654
Income (loss) from operations		26,006			45,536			1,511			(4,144	)		(12,064	)		(11,785	)		(1,137	)
Net gain (loss) on derivative instruments		—			—			—			1,632			(6,911	)		460			(13,245	)
Loss from extinguishment of long-term debt		—			—			—			(3,264	)		(2,204	)		—			(5,034	)
Other income, net		4,838			20,369			2,957			3,025			6,427			5,746			2,247
Interest expense, net		(4,774	)		(11,076	)		(9,211	)		(11,318	)		(13,081	)		(9,023	)		(8,321	)
Income (loss) from continuing operations before income taxes		26,070			54,829			(4,743	)		(14,069	)		(27,833	)		(14,602	)		(25,490	)
Provision (benefit) for federal and state income taxes		8,955			18,406			(3,306	)		(6,523	)		(13,029	)		(5,829	)		(9,121	)

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	Fiscal Year Ended December 31,														Nine Months Ended September 30,
	1999		2000			2001			2002			2003			2003			2004
	(dollars in thousands except per-share amounts)
Income (loss) from continuing operations		17,115		36,423			(1,437	)		(7,546	)		(14,804	)		(8,773	)		(16,369	)
Income (loss) from discontinued operations, net of income taxes		978		(21,893	)		(6,826	)		5,173			23,032			(2,758	)		(132	)
Income (loss) before cumulative effect of change in accounting principle		18,093		14,530			(8,263	)		(2,373	)		8,228			(11,531	)		(16,501	)
Cumulative effect of change in accounting principle, net of income taxes		—		—			—			(64,373	)		—			—			—
Net income (loss)	$	18,093	$	14,530		$	(8,263	)	$	(66,746	)	$	8,228		$	(11,531	)	$	(16,501	)
Income (loss) per share:
From continuing operations	$	2.00	$	4.26		$	(0.16	)	$	(0.88	)	$	(1.72	)	$	(1.02	)	$	(1.90	)
From discontinued operations		0.12		(2.56	)		(0.80	)		0.61			2.68			(0.32	)		(0.01	)
Cumulative effect of change in accounting principle		—		—			—			(7.50	)		—			—			—
Net income (loss) per share	$	2.12	$	1.70		$	(0.96	)	$	(7.77	)	$	0.96		$	(1.34	)	$	(1.91	)
Income (loss) per share assuming dilution:
From continuing operations	$	2.00	$	4.24		$	(0.16	)	$	(0.88	)	$	(1.72	)	$	(1.02	)	$	(1.90	)
From discontinued operations		0.11		(2.55	)		(0.80	)		0.61			2.68			(0.32	)		(0.01	)
Cumulative effect of change in accounting principle		—		—			—			(7.50	)		—			—			—
Net income (loss) per share	$	2.11	$	1.69		$	(0.96	)	$	(7.77	)	$	0.96		$	(1.34	)	$	(1.91	)
Weighted average shares outstanding		8,548		8,556			8,575			8,593			8,599			8,595			8,617
Weighted average shares outstanding assuming dilution		8,575		8,593			8,575			8,593			8,599			8,595			8,617
Cash dividends declared (1)	$	1.04	$	1.04		$	0.78		$	0.52		$	—		$	—		$	—
Other Financial Data:
Purchase of property, plant and equipment	$	56,376	$	59,587		$	40,420		$	39,683		$	12,413		$	10,771		$	3,075
Dividends received		4,429		4,675			2,882			2,328			2,373			1,693			1,666
Ratio of earnings to fixed charges (2)		3.4		3.5			NA			NA			NA			NA			NA
Deficiency of earnings to cover fixed charges		NA		NA		$	(6,131	)	$	(16,093	)	$	(29,136	)				$	(25,020	)

	December 31,										September  30, 2004
	1999		2000		2001		2002		2003
	(dollars in thousands)
Balance Sheet and Other Data:
Cash and cash equivalents	$	3,609	$	218	$	3,568	$	23,515	$	12,996	$	20,949
Working capital		33,959		10,121		9,380		60,437		23,219		41,965
Total assets		678,512		646,804		623,117		545,991		396,685		427,413
Total debt (3)		338,174		283,055		286,949		292,607		128,857		150,053
Stockholders’ equity		241,676		262,402		237,155		172,735		187,804		184,887

(1) Amounts for 2000 and 1999 include $0.26 per share declared for payment in the subsequent year.

(2) See section entitled “Ratio of Earnings to Fixed Charges” for the calculation of earnings and fixed charges.

(3) Includes debt from discontinued operations, included in liabilities of businesses held for sale in our consolidated balance sheets.

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BUSINESS

Company Description

Fisher Communications, Inc. is an integrated media company that has been in the broadcasting business since 1926. We own and operate nine network-affiliated television stations and 27 radio stations. We also own a 50% interest in a company that owns a tenth television station. We have long-standing network affiliations with ABC and CBS. Our television and radio stations are located in Washington, Oregon, Idaho and Montana. Seattle and Portland are our two largest markets for both television and radio. We own ABC network affiliates in Seattle and Portland, which are both within the top 25 DMA television markets as determined by Nielsen Media Research. We also own three radio stations in Seattle, the 14^th largest radio market, as determined by BIA Financial Network, Inc. Our television stations reach 3.5 million households (approximately 3.25% of U.S. television households) according to Nielsen Media Research. Our stations produce quality local programming and have received numerous awards for broadcasting excellence.

We conduct our operations through two subsidiaries, Fisher Broadcasting Company and Fisher Media Services Company. Our broadcasting operations provided approximately 96% of consolidated revenue from continuing operations in 2003, with television broadcasting accounting for approximately 64% and radio broadcasting accounting for approximately 32% of our 2003 revenue.

Fisher Media Services Company owns and operates Fisher Plaza, a facility located near downtown Seattle that is designed to enable companies to distribute analog and digital media content through numerous distribution channels, including broadcast, satellite, cable, Internet and broadband, as well as wired and wireless communication systems. Fisher Plaza serves as the home of our corporate offices, including our Seattle television and radio stations, and also houses a variety of companies, including media and communications companies. Fisher Plaza was completed in the summer of 2003 and had a net book value of $119.4 million as of September 30, 2004.

We also own approximately 3.0 million shares of the common stock of Safeco Corporation, a publicly traded insurance and financial services corporation. We have been a stockholder of Safeco Corporation since 1923. The market value of our investment in Safeco Corporation common stock as of September 30, 2004 was approximately $137.1 million.

Business Strategy

Our goal is to further enhance our strong regional market presence by focusing on our core competencies in television and radio broadcasting. We intend to execute this strategy through the following:

Drive Revenue Growth Through Original Programming Content with Strong Local Identities. A key part of this strategy is to produce quality local programming that includes talent and features not available on competing stations and to develop formats that help create strong and enduring market positions. The production and broadcasting of local news and events programming can be an important link to the community and an aid to the station’s efforts to expand its viewership. We believe that strong local news generates high viewership and results in higher ratings both for programs preceding and following the news. For example, Northwest Afternoon, produced by our flagship Seattle television station, has been the top-rated local talk show in the Northwest region since its premiere in 1984. Furthermore, in May 2002 we signed a six-year agreement with the Baseball Club of Seattle for radio play-by-play broadcasts of Seattle Mariners baseball on KOMO AM, which we believe further develops the affinity of our local and regional radio and television stations with the fan base of Seattle Mariners baseball.

Increase Regional Sales Growth Opportunities. We are increasing our focus on regional sales growth opportunities within markets in which we own one or more television and radio stations and within the Northwest region. Due in part to our agreement with the Baseball Club of Seattle to broadcast Seattle Mariners baseball on KOMO AM and on more than 40 network affiliate radio stations in six states, we are developing relationships with advertisers that have a similar regional presence. Our goal is to better serve our advertising clients and increase the efficiency and effectiveness of our sales efforts. As part of this effort, in 2004, we created the position of Director of Fisher Northwest Sales who calls on potential advertisers in the markets we serve.

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Streamline Broadcast Operations and Control Expenses. We continue to focus on streamlining our operations and controlling expenses, principally by making the supporting processes and management of our broadcasting business as efficient as possible. For example, we have combined our Seattle radio and television news gathering and production operations at Fisher Plaza, which has enabled us to lower the operating expenses of these stations. We continue to evaluate additional opportunities to streamline our operations and control expenses.

Focus on Our Broadcast Operations. In 2001, we began the process of sharpening our focus on our core business and selling our non-strategic assets. Between 2001 and 2003, we divested our legacy flour milling business and commercial real estate assets (Fisher Properties) for cash proceeds totaling $173.4 million. In February 2003, we sold our common stock holdings of the Weyerhaeuser Company and Terabeam Corporation. As part of this strategic alignment, we lowered our total debt from $286.9 million in 2001 to $128.9 million in 2003. These strategic divestitures and realignments have allowed us to sharpen our focus on broadcast communications and media services operations. In the normal course of business, we continue to evaluate and enter into discussions with respect to strategic acquisitions and divestitures that we believe will enhance shareholder value.

Television Broadcasting

The following table sets forth selected information about our television stations:

Station	Market Area	DMA Rank (1)	Network Affiliation	Average Audience Share (2)		Number of Commercial Stations in DMA	Rank in Market (2)	Expiration Date of Affiliation Agreement
KOMO	Seattle-Tacoma, WA	12	ABC	10.3	%	14	2	September 1, 2004 (3)
KATU	Portland, OR	24	ABC	10.0	%	6	3	September 1, 2004 (3)
KVAL	Eugene, OR	120	CBS	17.8	%	5	1	February 28, 2006
KCBY	Coos Bay, OR	120	CBS	NA		2	NA	February 28, 2006
KPIC (4)	Roseburg, OR	120	CBS	NA		2	NA	February 28, 2006
KBCI	Boise, ID	123	CBS	10.3	%	6	2	February 28, 2006
KIMA (5)	Yakima, WA	127	CBS	12.3	%	5	1	February 28, 2006
KEPR (5)	Pasco/Richland/Kennewick, WA	127	CBS	12.3	%	5	1	February 28, 2006
KLEW (6)	Lewiston, ID	NA	CBS	NA		1	NA	February 28, 2006
KIDK	Idaho Falls-Pocatello, ID	164	CBS	13.3	%	5	2	February 28, 2006

(1) DMA represents an exclusive geographic area of counties in which the home market stations are estimated to have the largest quarter-hour audience share. DMA Rank represents the DMA ranking by size of the market area in which our station is located. DMA Rank is based on January 2004 estimates published by Nielsen Media Research. “NA” refers to Not Available.

(2) Except for the Eugene, Oregon market, average audience share and rank in market are based on Nielsen Media Research data for the February, May, July and November 2003 rating periods, Sunday to Saturday, 6 a.m. to 2 a.m. With respect to the Eugene, Oregon market, average audience share and rank in market are based on BIA Financial Network, Inc. data for the February, May, July and November 2003 rating periods, Sunday to Saturday, 9 a.m. to midnight.

(3) We expect the parties to continue to operate under the terms of the expired agreements until negotiations with respect to renewal of the affiliation agreements are completed or terminated.

(4) Fisher Broadcasting Company owns a 50% interest in South West Oregon Television Broadcasting Corporation, licensee of KPIC.

(5) Station ranking is for two-station group (KIMA and KEPR) designated as KIMA+ by Nielsen Media Research.

(6) Although included as part of the Spokane, Washington DMA, KLEW primarily serves the Lewiston, Idaho and Clarkston, Washington audience, which represent only a small portion of the Spokane DMA.

We have been affiliated with ABC since 1958 and with CBS since 1999.

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Television Markets and Stations

KOMO TV, Seattle-Tacoma, Washington

Market Overview. KOMO TV serves the Seattle-Tacoma market, which has approximately 1.7 million television households and a population of approximately 4.2 million. This station has been operating since 1953. In 2003, approximately 86% of the population in the Seattle-Tacoma DMA received local stations via cable and/or alternative delivery systems: 73% of the population subscribed to cable and 14% via alternative delivery systems like direct satellite (Nielsen Media Research). The 2003 television revenue for the Seattle-Tacoma DMA was estimated to be $287.7 million, as reported by Miller Kaplan. Major industries in the market include software, aerospace, manufacturing, biotechnology, forestry, telecommunications, transportation, retail and international trade. Major employers include Microsoft, Boeing, Safeco Corporation, Paccar, Nintendo, the University of Washington, Washington Mutual, Inc. and Weyerhaeuser. According to the Bureau of Economic Analysis, 2002 per capita income for the Seattle-Tacoma-Bellevue, Washington Metropolitan Statistical Area was $38,037, which represented a 0.5% increase over 2001 per capita income.

Station Performance. KOMO TV’s commitment to be the market leader in local news is manifested on multiple distribution platforms. KOMO TV produces 36.5 hours of live local television news per week on its analog and digital channels. KOMO TV produces Northwest Afternoon, a Monday-Friday, 60-minute talk program, which has been the top-rated local talk show in the Northwest region since its premiere in 1984. Northwest Afternoon has won 12 Emmy awards between 1984 and 2004. The Radio and Television News Directors Association (“RTNDA”) honored KOMO TV News with two Edward R. Murrow national awards—Best News Series and Best Feature in 2003. The National Association of Television Arts and Sciences awarded 12 Emmys to the station for program and individual excellence in 2003.

KATU, Portland, Oregon

Market Overview. KATU serves the Portland market, which has approximately 1.0 million television households and a population of approximately 2.7 million. Approximately 59% of Portland’s population subscribed to cable in 2003, while approximately 19% of households are listed as subscribers to alternative delivery systems (Nielsen Media Research). The 2003 television revenue for the Portland DMA was estimated to be $160 million, as reported by Miller Kaplan. The Portland metro area has a broad base of manufacturing, distribution, wholesale and retail trade, regional government and business services. Major employers in the Portland area include Intel, Nike, Hewlett Packard Development Company, U.S. Bank, Fred Meyer, Oregon Health Sciences University, Providence Health System, Legacy Health System and Kaiser Permanente. According to the Bureau of Economic Analysis, 2002 per capita income for the Portland-Vancouver-Beaverton, Oregon Metropolitan Statistical Area was $32,167, which represented a 0.5% decrease compared to 2001 per capita income.

Station Performance. KATU currently broadcasts 30 hours of live local news weekly. For over 25 years, KATU has provided local program production for the Portland market. Central to that commitment, the station produces and airs AM Northwest, one of the country’s longest running live Monday-Friday local talk/information programs. In 2003, KATU won the coveted Associated Press award for Best Overall News Organization in Oregon, the second consecutive year that the station was so honored. In addition, KATU received four other first place awards in 2003 from the Associated Press, two first place awards from the Society for Professional Journalism and the RTNDA Edward R. Murrow Award for Continuing News Coverage.

KVAL TV, KCBY TV, KPIC TV, Eugene, Coos Bay and Roseburg, Oregon

Market Overview. The KVAL TV broadcast studios are located in Eugene, Oregon. KCBY TV in Coos Bay and KPIC TV in Roseburg are KVAL’s satellite stations which generally retransmit all or part of KVAL’s programming. The population of the Eugene/Springfield, Roseburg and Coos Bay/North Bend area is approximately 564,300. The area’s economic base includes forest products, agriculture, high-tech manufacturing, regional hospital and medical services, packaging, tourism and fishing. Major employers include the state’s two

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major universities, the University of Oregon in Eugene and Oregon State University in Corvallis, as well as Hynix Semiconductor, Hewlett-Packard Development Company, Symantec Software, Sacred Heart Medical Center, McKenzie/Willamette Hospital and Roseburg Forest Products. According to the Bureau of Economic Analysis, 2002 per capita income was $26,416 for the Eugene-Springfield, Oregon Metropolitan Statistical Area, $23,937 for the Coos Bay, Oregon Metropolitan Statistical Area and $24,644 for the Roseburg, Oregon Metropolitan Statistical Area. These 2002 per capita income figures represented 1.7%, 4.6% and 4.7% increases, respectively, over 2001 per capita income.

Station Performance. In the local programming time period from 3 p.m. to 8 p.m., KVAL broadcasts some of the most popular nationally syndicated programs such as Dr. Phil, Oprah, Wheel of Fortune and Jeopardy, as well as the longest tenured local newscast in the market. KVAL broadcasts 17 hours of live local news per week and rebroadcasts its 6 p.m. newscast at 6:30 p.m. on cable Channel 12 on the Eugene/Springfield Comcast Cable System. KVAL TV produces a local news window on CNN Headline News every hour every day. This five-minute hourly slot promotes KVAL’s news brand by providing local news to viewers of CNN Headline News. KVAL, KCBY and KPIC are unique in the broadcast community in that they can broadcast news, information, weather and commercials regionally. In addition to broadcasting its signal throughout the DMA, KVAL has the ability to distribute local content to the Eugene, Roseburg, Coos Bay, Florence and Corvallis/Albany areas.

KIMA TV, KEPR TV, KLEW TV, Yakima and Tri-Cities, Washington and Lewiston, Idaho

Market Overview. KEPR TV and KLEW TV are KIMA TV’s satellite stations. KIMA TV serves the Yakima, Washington area and KEPR TV serves the Pasco-Richland-Kennewick (the “Tri-Cities”), Washington area. Yakima and the Tri-Cities areas comprise the Yakima DMA, which serves approximately 555,000 people in approximately 201,000 TV households and has a 55% cable penetration. KLEW TV is the exclusive local station in Lewiston, Idaho and is part of the Spokane, Washington DMA. Lewiston’s KLEW TV serves approximately 165,000 people in approximately 65,000 TV households with a 59% cable penetration.

The area covered by KIMA, KEPR and KLEW has an economic base that consists primarily of agriculture, nuclear technology, government, manufacturing and the wholesale/retail, service and tourism industries. Major employers include Del Monte, Boise Cascade, Fluor Hanford, Bechtel, Lockheed Martin and Siemens Power Corporation, among others. According to the Bureau of Economic Analysis, 2002 per capita income was $23,714 for the Yakima, Washington Metropolitan Statistical Area and $26,246 for the Lewiston, Idaho-Washington Metropolitan Statistical Area. These 2002 per capita income figures represented 3.4% and 2.6% increases, respectively, over 2001 per capita income.

Station Performance. Each of KIMA and KEPR broadcasts 9.5 hours per week of scheduled live local news programs. According to Nielsen Media Research, KIMA has 1.5 times the number of news households as the combined news households of the NBC affiliates and the ABC affiliates in the Yakima DMA. KLEW TV broadcasts 7.5 hours of scheduled live, local news per week.

KBCI TV, Boise, Idaho

Market Overview. KBCI serves the Boise, Idaho market, which has approximately 222,490 TV households and a population of approximately 432,300. In 2003, an estimated 40% of the television households in the Boise DMA subscribed to cable television with another 29% subscribing to an alternative delivery system (Nielsen Media Research). The Boise area ranked among the top seven fastest growing metropolitan areas in the United States from 1990 to 2000. Boise is the state capital and regional center for business, government, education, health care and the arts. Major employers include Micron Technology, Inc., Hewlett-Packard Development Company, Albertson’s, Saint Alphonsus Regional Medical Center, St. Luke’s Regional Medical Center, DirecTV, U.S. Bank, Idaho Power Company, Boise Cascade, Sears Boise Regional Credit Card Operations Center, Washington Group International (formerly Morrison Knudson), Mountain Home Air Force Base and the Idaho State government. According to the Bureau of Economic Analysis, 2002 per capita income for the Boise City-Nampa, Idaho Metropolitan Statistical Area was $28,878, which represented a 0.2% increase over 2001 per capita income.

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Station Performance. KBCI currently broadcasts 12 hours per week of live local news programs, as well as Boise State University men’s and women’s athletics. The station has won numerous awards for excellence in television broadcasting, including the 2003 Alfred I. DuPont Award for Investigative Journalism for “Shake Up at City Hall,” as well as “Best Newscast” in 1999, 2000 and 2002 from the Idaho State Broadcasters Association and the Idaho Press Club.

KIDK TV, Idaho Falls-Pocatello, Idaho

Market Overview. KIDK serves the Idaho Falls-Pocatello market, which has approximately 110,000 TV households and a population of approximately 304,000. In 2003, an estimated 43% of the television households subscribe to cable, with another 38% subscribing to an alternative delivery system (Nielsen Media Research). The Idaho Falls-Pocatello DMA consists of 14 counties located in Eastern Idaho and Western Wyoming. Idaho Falls and Pocatello, 50 miles apart, are the two largest cities in the DMA. Bechtel, Inc., the contractor operating the Idaho National Engineering & Environmental Laboratory, is the largest employer in the region. Other major employers include Melaluca, Inc., JR Simplot Company, FMC Corp., Idaho State University and BYU-Idaho. According to the Bureau of Economic Analysis, 2002 per capita income for the Idaho Falls, Idaho Metropolitan Statistical Area was $24,837, which represented a 2.7% increase over 2001 per capita income.

Station Performance. KIDK broadcasts 14 hours per week of live local news programs. KIDK operates from its main studio in Idaho Falls. It also shares a site in Pocatello with the local ABC affiliate that is used for sales and joint news gathering in the Pocatello area. KIDK receives relevant news and information content from KBCI. In 2003, KIDK received “Best Local Newscast” honors from the Idaho State Broadcasters Association.

Television Broadcasting Industry

Commercial television broadcasting began in the United States on a regular basis in the 1940s. The FCC grants licenses to build and operate broadcast television stations, and currently, a limited number of channels are available for television broadcasting in any one geographic area. Television stations that broadcast over the VHF band generally have some competitive advantage over those that broadcast over the UHF band (channels above 13) because VHF channels usually have better signal coverage and operate at a lower transmission cost. However, the improvement of UHF transmitters and receivers, the complete elimination from the marketplace of VHF-only television receivers and the expansion of cable and satellite television systems have reduced the competitive advantage of stations broadcasting over the VHF band.

There are approximately 108 million U.S. television households, of which approximately 74 million are wired cable households and a total of approximately 92 million receive television via cable or an alternative delivery service (alternative delivery services includes program delivery via satellite, satellite master antenna systems or multipoint distribution systems). Overall household television viewing has risen to 55 ¹/2 hours per week. The average home receives 100 channels and views 15 channels for 10 or more continuous minutes per week (Nielsen Media Research).

Television stations primarily receive revenues from the sale of local, regional and national advertising and, to a much lesser extent, from network compensation, tower rental and commercial production activities. Broadcast television stations’ relatively high fixed costs of operation and heavy reliance on advertising revenues render the stations vulnerable to cyclical changes in the economy. The size of advertisers’ budgets, which are sensitive to broad economic trends, affects the broadcast industry in general and, specifically, the revenues of individual broadcast television stations. We are dependent on advertising revenue, which can be influenced by events such as declines in the national, regional, or local economies, employment levels, network ratings, consumer confidence and the success of national time sales representatives. Political and advocacy advertising can constitute, and in the past has constituted, a significant revenue source in some years, particularly national election years. The amount of such revenue in election years depends on many factors, such as whether Washington and Oregon are contested states in a presidential election.

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Television Broadcasting Competition

Competition within the media/communications industry, including the markets in which our stations compete, is considerable. This competition takes place on several levels: competition for audience, competition for programming (including news), competition for advertisers and competition for local staff and management. Additional factors material to a television station’s competitive position include signal coverage and assigned frequency. The television broadcasting industry faces continuing technological change and innovation, the possible rise in popularity of competing entertainment and communications media, changing business practices such as television “duopolies” (owning and operating two stations in the same market), use of local marketing agreements (“LMAs”) and joint sales agreements (“JSAs”) and governmental restrictions or actions of federal regulatory bodies, including the FCC and the Federal Trade Commission. Any of these factors could materially harm the television broadcasting industry and our business in particular.

Audience. Stations compete for audience on the basis of program popularity, which has a direct effect on advertising rates. During periods of network programming, the stations are totally dependent on the performance of the network programs in attracting viewers. The competition between the networks is keen and the success of any network’s programming can vary significantly over time. During non-network time periods, each station competes on the basis of the performance of its local and syndicated programming using a combination of self-produced news, public affairs and other entertainment programming to attract viewers. The competition between stations in non-network time periods is intense, and here, too, success can vary over time.

Our television stations compete for television viewership share against local network-affiliated and independent stations, as well as against cable programming and alternate methods of television program distribution, such as direct broadcast satellite program services. These other transmission methods can increase competition for a station by bringing into its market distant broadcasting signals not otherwise available to the station’s audience, and also by serving as a distribution system for nonbroadcast programming originated on the cable system. To the extent cable operators and broadcasters increase the amount of local news programming, the heightened competition for local news audiences could have a material adverse effect on our advertising revenues.

Other sources of competition for our television stations include home entertainment systems (including video cassette recorder and playback systems, DVD players and television game devices), Internet websites, wireless cable and satellite master antenna television systems. Our stations also face competition from direct broadcast satellite services, which transmit programming directly to homes equipped with special receiving antennas or to cable television systems for transmission to their subscribers. We compete with these sources of competition on the basis of both product performance (quality, variety, information and entertainment value of content) and price (the cost to utilize these systems).

Programming. Competition for syndicated programming involves negotiating with national program distributors, or producers. Our stations compete against in-market broadcast stations for exclusive access to syndicated programming. Cable system operators generally do not compete with local stations for programming; however, various national cable networks acquire programs that might otherwise have been offered to local television stations.

Advertising. Advertising rates are based on the size of the market in which a station operates, a program’s popularity among the viewers an advertiser wishes to attract in that market, the number of advertisers competing for the available time, the demographic make-up of the market served by the station, the availability of alternative advertising media in the market area, the presence of aggressive and knowledgeable sales forces and the development of projects, features and programs that tie advertiser messages to programming. Our stations compete for advertising revenues with other television stations in their respective markets, as well as with other advertising media, such as newspapers, direct broadcast satellite services, radio, magazines, Internet websites, outdoor advertising, transit advertising, yellow page directories, direct mail and local cable systems. Competition for advertising dollars in the television broadcasting industry occurs primarily within individual markets on the basis of the above factors as well as on the basis of advertising rates charged by competitors. Generally, a television broadcasting station in one market area does not compete with stations in other market areas. Our television stations are located in highly competitive markets.

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Radio Markets and Stations

Seattle Radio

The following table sets forth certain information regarding our radio stations located in Seattle, Washington.

Market	Station	Dial Position	Power	National Market Rank (1)	Audience Listening			Format
					Rank in Market (2)	Station Share (2)
Seattle, WA				14
	KOMO AM	1000 kHz	50 kW		4	4.2	%	News
	KVI AM	570 kHz	5 kW		6	4.1	%	Talk
	KPLZ FM	101.5 MHz	100 kW		16	2.4	%	Hot Adult Contemporary

(1) National Market Rank for Seattle, WA is based on data published in BIA Financial Network Inc.’s Market Financial Report in June 2004. This market ranked by BIA Financial Network is comprised of the Seattle-Tacoma, WA region.

(2) Rank and station information in the above chart refers to average quarter-hour share of listenership among total persons, age 12+, Monday through Sunday, 6 a.m. to midnight, and is subject to the qualifications listed in each report. Source: Seattle, Washington: Arbitron Radio Market Report four-book average—Winter 2003 through Fall 2003.

Our Seattle radio stations broadcast to a six-county metropolitan population of approximately 3,150,000 with news and entertainment formats. The 2003 radio revenue for the Seattle-Tacoma DMA was estimated to be $196 million, as reported by Miller Kaplan. KOMO AM, KVI AM and KPLZ FM have each been in operation since 1926, 1926 and 1959, respectively. Since November 2002, KOMO AM, which utilizes an all news format, has been the flagship station for Seattle Mariners baseball serving more than 40 network affiliate radio stations in six states. KVI AM is the market’s leading talk radio station with a mix of local and national issue-oriented programming (Arbitron Co. four-book average-Winter-Fall 2003). KPLZ FM programs Adult Contemporary/Top 40 music with veteran morning personalities Kent Phillips and Alan Budwill. Fisher Radio Seattle stations have won several awards for news coverage from the RTNDA and the Associated Press.

Effective March 1, 2002, Fisher Broadcasting Seattle Radio LLC entered into a Joint Sales Agreement with classical music station 98.1, KING FM. Pursuant to the agreement, the licensee of the station, Classic Radio, Inc., retains all operating accountability, while we pay KING FM a flat fee, subject to annual adjustment, and a share of the net revenue generated by the sale of advertising time for the right to sell substantially all the commercial advertising on the station. This agreement runs through 2007 unless sooner terminated pursuant to its terms. KING FM is a commercial station licensed to Classic Radio, Inc.

Fisher Radio Regional Group

The following table sets forth general information for Fisher Radio Regional Group Inc.’s stations and the markets they serve.

					Audience Listening
Market	Station	Dial Position	Power		Rank in Market (1)	Station Share (1)		Format
Billings, MT
	KRKX	94.1 FM	100 kW		T6	6.0	%	Classic Rock
	KRZN	96.3 FM	100 kW		3	8.9	%	Active Rock
	KYYA	93.3 FM	100 kW		4	6.5	%	Hot Adult Contemporary
	KBLG (2)	910 FM	1 kW	(2)	12	3.0	%	News/Talk

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				Audience Listening
Market	Station	Dial Position	Power	Rank in Market (1)	Station Share (1)		Format
Missoula, MT
	KZOQ	100.1 FM	13.5 kW	4	6.4	%	Classic Rock
	KXDR	98.7 FM	100 kW	2	9.3	%	Hot Adult Contemporary
	KGGL	93.3 FM	43 kW	6	5.8	%	Country
	KYLT	1340 FM	1 kW	NR	NR		Oldies
	KGRZ	1450 FM	1 kW	10	2.1	%	Sports/Talk
	KBQQ	106.7 FM	13.5 kW	1	11.6	%	Oldies
Great Falls, MT
	KAAK	98.9 FM	100 kW	2	12.8	%	Hot Adult Contemporary
	KINX	107.3 FM	100 kW	T5	6.4	%	Active Rock
	KQDI (FM)	106.1 FM	100 kW	T8	5.3	%	Classic Rock
	KXGF	1400 FM	1 kW	12	1.1	%	Pop Standard
	KQDI (AM)	1450 FM	1 kW	T5	6.4	%	News/Talk
	KIKF	104.9 FM	100 kW	10	4.3	%	Country
Butte, MT
	KMBR	95.5 FM	50 kW	2	16.1	%	Classic Rock
	KAAR	92.5 FM	4.5 kW	5	4.6	%	Country
	KXTL	1370 FM	5 kW	6	1.6	%	Oldies/Talk
Wenatchee, WA
	KYSN	97.7 FM	9.3 kW	4	10.3	%	Country
	KWWW (3)	96.7 FM	0.4 kW	2	11.9	%	Hot Adult Contemporary
	KZPH	106.7 FM	6 kW	5	6.6	%	Classic Rock
	KAAP	99.5 FM	5.3 kW	7	4.6	%	Soft Adult Contemporary
	KWWX	1340 FM	1 kW	9	1.8	%	Spanish

(1) Rank and station share information in the above chart refers to average quarter-hour share of listenership among total persons, age 12+, Monday through Sunday, 6 a.m. to midnight, and is subject to the qualifications listed in each report. Sources: (a) Billings, Montana: Arbitron Radio Market Report, Spring 2003 Billings Target Listener Trends; (b) Missoula, Montana: Eastlan Resources, Fall 2003 Missoula/Hamilton Rank Report; (c) Great Falls, Montana: Arbitron Radio Market Report, Spring 2003 Great Falls Target Listener Trends; (d) Butte, Montana: Arbitron Radio Market Report, 2004 Montana County Coverage Report, Silver Bow County; and (e) Wenatchee, Washington: Eastlan Resources Audience Measurement, Spring 2003 Wenatchee Market Report. “NR” refers to Not Rated. “T” refers to tie.

(2) KBLG, Billings, operates with power of 1,000 watts during the day and 64 watts during the night.

(3) KWWW serves the city of Wenatchee via a translator, owned by an outside party. The translator broadcasts at 103.9 on the FM dial, with a licensed output power of 10 watts.

We own and operate 19 stations in four Montana markets (Billings, Missoula, Great Falls and Butte), and five stations in the Wenatchee, Washington area.

Billings is the largest city in Montana, with a metropolitan population of approximately 100,000. It serves as a retail hub for portions of three states and home to a regional medical center and three colleges. Primary industries include agriculture and oil refining.

Missoula is the second largest city in Montana. The Missoula market area is comprised of two counties, with a combined population of approximately 130,000. One of those counties, Ravalli, was the state’s fastest growing during the 1990s. Missoula is home to the University of Montana, with approximately 12,000 students.

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The region’s other primary industry is timber. Our six Missoula area stations include the three most-listened-to stations in the market (Eastlan Resources, Fall 2003, adults 25-54, Mon. – Sun., 6 a.m. to midnight, average quarter-hour listeners).

Great Falls is Montana’s third largest market, with a population of approximately 80,000. The largest single employer is Malmstrom Air Force Base. Agriculture is the other primary industry. Fisher operates six stations in Great Falls, including four FM stations and two AM stations.

Butte, Montana has a population of approximately 35,000. The city is home to one of the largest open-pit copper mines in the United States. Other large employers include ASiMI (a silicon manufacturer), a regional medical center and tourism. Butte is at the junction of the two Interstate highways that serve Montana, and is only about 150 miles from Yellowstone National Park. Fisher operates three of the five radio stations in Butte.

We operate five radio stations in an area including Wenatchee, Quincy and Moses Lake, Washington. These three cities in central Washington have a regional population of approximately 90,000. Agriculture is the primary industry, and Wenatchee is known as “the apple capital of America.” The region has no local television stations, so radio stations play an important role in the lives of these communities. Approximately one-quarter of the region’s population is Hispanic, and one of our stations is the heritage Spanish-language station.

Radio Broadcasting Industry

Commercial radio broadcasting began in the United States in the early 1920s. Only a limited number of frequencies are available for broadcasting in any one geographic area. The FCC grants the license to operate a radio station. Currently, two commercial radio broadcast bands provide free, over-the-air radio service, each of which employs different methods of delivering the radio signal to radio receivers. The AM band (amplitude modulation) consists of frequencies from 530 kHz to 1700 kHz. The FM (frequency modulation) band consists of frequencies from 88.1 MHz to 108 MHz.

Radio station revenues are generally affected by the same economic trends and factors as television station revenues, as described in the section entitled “—Television Broadcasting Industry” above.

Radio Broadcasting Competition

A small number of companies control a large number of radio stations within the United States. Some of these companies syndicate radio programs or own networks whose programming is aired by Fisher Broadcasting’s stations. Some of these companies also operate radio stations in markets in which Fisher Broadcasting operates, have greater overall financial resources available for their operations and may control large national networks of radio sales representatives.

Competition in the radio industry, including each of the markets in which Fisher Broadcasting’s radio stations compete, takes place on several levels: competition for audience, competition for advertisers, competition for programming and competition for staff and management. Additional significant factors affecting a radio station’s competitive position include assigned frequency and signal strength. The radio broadcasting industry is continually faced with technological change and innovation and the possible rise in popularity of competing entertainment and communications media, as well as governmental restrictions or actions of federal regulatory bodies, including the FCC and the Federal Trade Commission, any of which could have a material adverse effect on the broadcasting business.

The FCC has authorized Direct Audio Radio from Satellite (“DARS”) to broadcast over a separate frequency spectrum (the S-Band, between 2.31 and 2.36 GHz). Two companies, XM Satellite Radio, Inc. and Sirius Satellite Radio Inc., have commenced offering programming via S-Band satellite channels. Each company offers approximately 100 different programming channels on a monthly fee basis. Some of their program channels contain commercial announcements, but their systems do not presently have the capability of inserting

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local commercials. Radios capable of receiving these new digital signals are available as after-market equipment and in selected new vehicles. While DARS stations are not expected to compete for local advertising revenues, they will compete for listenership, and may dilute the overall radio audience. Recently, XM announced that they are providing traffic and weather reports into select local markets, including Seattle. On October 20, 2004, Major League Baseball announced an agreement with XM Satellite Radio to broadcast every Major League Baseball team nationwide beginning with the 2005 regular season. Though we retain broadcast rights under the Rights Agreement, we are not yet able to assess the impact of the announcement on our business. We expect that any such broadcast will take the form of a simultaneous retransmission of our feed and will be available to XM Satellite Radio subscribers nationwide. Such a rebroadcast could result in decreased listenership for our stations, the loss of regional sales growth opportunities and the loss of local advertisers that may not want their advertisements broadcast on a national scale.

Audience. Fisher Broadcasting’s radio stations compete for audience on the basis of programming popularity, which has a direct effect on advertising rates. As a program or station grows in audience, the station is capable of charging a higher rate for advertising. Formats, stations and music are often researched through large-scale perceptual studies, auditorium-style music tests and weekly call-outs. All are designed to evaluate the distinctions and unique tastes of formats and listeners. New formats and audience niches have created targeted advertising vehicles and programming that are focused to appeal to a narrow segment of the population. Tactical and strategic plans are utilized to attract larger audiences through marketing campaigns and promotions. Marketing campaigns using television, Internet, transit, outdoor, telemarketing or direct mail advertising are designed to improve a station’s cumulative audience (total number of people listening) while promotional tactics such as cash giveaways, trips and prizes are utilized by stations to extend the time spent listening, both of which work in correlation to establish a station’s share of audience. In the effort to increase audience, the format of a station may be changed. Format changes can result in increased costs and create disruptions that can harm the performance of the station. We have experienced this effect.

The proliferation of radio stations and other companies streaming their programming over the Internet has created additional competition for local radio stations. These Internet channels provide further choice for listeners, in addition to the existing over-the-air radio stations and the DARS stations. The number of entities streaming audio abated somewhat during 2001, as some traditional broadcasters and Internet broadcasters temporarily curtailed their streaming, due to uncertainty relating to music royalties. According to a July 2003 survey by the Arbitron Company and Edison Media Research, 45% of the U.S. population age 12 and over who have access to the Internet have either watched or listened to streaming media. In June 2002, the Librarian of Congress issued a decision setting the rates for the compulsory copyright license which covers the performance rights in the sound recordings used in Internet streaming audio transmissions by radio stations and other music providers. The rates adopted in June covered the sound recordings used in the period from October 1998 through December 31, 2002. The affected parties have reached a negotiated settlement of the rates for the use of sound recordings on the Internet for the period from January 1, 2003 through December 31, 2004; that settlement awaits approval by the Copyright Office. We cannot predict what effect the rates will have on streaming audio as a competitor to over-the-air radio.

Advertising. Advertising rates are based on the number and mix of media outlets, the audience size of the market in which a radio station operates, the total number of listeners the station attracts in a particular demographic group that an advertiser may be targeting, the number of advertisers competing for available time, the demographic make-up of the market served by the station, the availability of alternative advertising media in the market area, the presence of aggressive and knowledgeable sales forces and the development of projects, features and programs that tie advertisers’ messages to programming. Our radio stations compete for revenue primarily with other radio stations and, to a lesser degree, with other advertising media such as television, cable, newspapers, yellow page directories, direct mail, Internet and outdoor and transit advertising. Competition for advertising dollars in the radio broadcasting industry occurs primarily within the individual markets on the basis of the above factors, as well as on the basis of advertising rates charged by competitors. Generally, a radio station in one market area does not compete with stations in other market areas.

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Federal Regulation

The ownership, operation and sale of broadcast stations are subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). FCC rules cover allotment of TV channels to particular communities, approval of station operating parameters, issuance, renewal, revocation or modification of licenses, changes in the ownership or control of licensees, regulation of equipment, and the ownership, operation, and employment practices of stations. The FCC has the power to impose penalties, including fines or license revocations, for violations of its rules.

Programming and Operation. The Communications Act requires broadcasters to serve the “public interest.” Stations must periodically document their presentation of programming responsive to local community problems, needs and interests. Complaints concerning programming may be considered by the FCC at any time. Stations also must follow various laws and rules that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, the quantity of educational and informational programming directed to children, the amount of content of commercials in and adjacent to children’s programming, the advertising of cigarettes or smokeless tobacco, obscene and indecent broadcasts and technical operations.

New Licenses. TV and FM channels are allotted to particular communities. The FCC may change such allotments from time to time. The FCC periodically accepts applications for authority to construct new TV and FM stations on unused allotted channels. New AM stations are approved based upon a sophisticated engineering showing demonstrating compliance with the complex technical rules designed to limit interference with existing stations. Auctions are held by the FCC if more than one party files an application for the same unused FM or TV allotment and for any new AM facility. A petition to deny a winning application must be resolved through FCC consideration of the applicant’s qualifications and the application’s compliance with FCC rules.

Assignments and Transfers. Assignment of a license or transfer of control of a broadcast licensee requires prior FCC consent. An application seeking such consent must be filed with the FCC. Public notice of such filings is provided, and interested parties may petition to deny such applications. The FCC considers the qualifications of the purchaser, the compliance of the transaction with rules, and other factors in order to determine whether the public interest would be served by such change in ownership. An evidentiary hearing may be conducted if there are unresolved substantial and material questions of fact.

License Renewal. Broadcast licenses initially are issued for a period specified in the license. Broadcast licenses are normally renewed for an eight-year term (subject to short-term renewals in certain circumstances). Licensees seeking renewal must file an application containing certain required information. During the consideration of that application, interested parties may petition to deny the renewal application. The FCC will grant the renewal application and dismiss any petitions to deny if it determines that the licensee meets statutory renewal standards based on a review of the preceding license term. Competing applications for the frequency licensed to the renewal applicant may not be filed unless and until the FCC has determined that the incumbent is not qualified to hold the license.

Failure to observe FCC rules and policies, including, but not limited to, those discussed in this prospectus, can result in the imposition of various sanctions, including monetary forfeitures, the grant of short-term (i.e., less than the full eight years) license renewals or, for particularly egregious violations, the denial of a license renewal application or revocation of a license.

While the vast majority of such licenses are renewed by the FCC, there can be no assurance that our licenses will be renewed at their expiration dates, or, if renewed, that the renewal terms will be for eight years.

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The expiration dates for the licenses of our television stations are as follows:

Station	Market Area	Expiration Date
KOMO	Seattle-Tacoma, WA	February 1, 2007
KATU	Portland, OR	February 1, 2007
KVAL	Eugene, OR	February 1, 2007
KCBY	Eugene, OR	February 1, 2007
KPIC	Roseburg, OR	February 1, 2007
KIMA	Yakima, WA	February 1, 2007
KEPR	Pasco/Richland/Kennewick, WA	February 1, 2007
KLEW	Lewiston, ID	October 1, 2006
KBCI	Boise, ID	October 1, 2006
KIDK	Idaho Falls-Pocatello, ID	October 1, 2006

The license terms of our radio stations in Washington expire February 1, 2006. The license terms for all of our Montana radio stations expire on April 1, 2005. The non-renewal or revocation of one or more of our FCC licenses could harm our television or radio broadcasting operations.

Ownership Restrictions. Complex FCC regulations limit the “attributable interests” that may be held by a single party. In general, officers, directors, general partners and parties with the power to vote or control the vote of 5% or more of the outstanding voting power of a licensee are considered to hold an “attributable interest” in that entity, although certain passive investors must have a 20% or greater voting interest to be considered to have an “attributable interest.” Also, any party that holds a financial interest (whether equity or debt) in excess of 33% of a licensee’s total capital is “attributable” if such party is either a significant program supplier to the licensee or has another media interest in the same market. In addition, a licensee that provides more than 15% of the programming of another station in the local market is considered to have an attributable interest in that station.

National Television Ownership Limits

FCC rules prohibit a single entity from holding an attributable interest in TV stations that have an aggregate national audience reach exceeding 39% of television households (the “National Television Ownership Limits”). The FCC counts the television households in each Nielsen DMA in which a party has an attributable interest in a television station as a percentage of the total television households in the DMAs. Only 50% of the television households in a DMA are counted toward the 39% national restriction if the owned station is a UHF station.

Local Television Ownership Limits

Detailed FCC rules regulate the extent to which a party may have an attributable interest in more than one full-power TV station in the same area (the “Local Television Ownership Limits”). Common ownership of multiple TV stations is permitted where the stations are in different Nielsen DMAs, and common ownership of two TV stations in the same DMA is permitted where there is no Grade B contour overlap among the stations, where a specified number of separately-owned full-power TV stations will remain after the combination is created, or where certain waiver criteria are met. A party may have attributable interests in both TV and radio stations in the same local market. The specific number of such stations is governed by FCC rules, depending primarily on the number of independent media voices in the market.

Local Radio Ownership Limits

Similarly, FCC rules regulate the extent to which a party may have an attributable interest in more than one radio station in the same market, as defined by Arbritron, or, in the case of communities outside all rated markets, certain overlapping signal contours (the “Local Radio Ownership Limits”). Depending on the size of market, a single entity may have an attributable interest in from two to eight commercial radio stations.

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Cross-Ownership Restrictions

FCC rules also regulate the number of TV and radio stations in which a party may have an attributable interest in a single market (the “Television-Radio Cross-Ownership Rule”). Depending on the number of independent competitive media outlets in the market, a single entity may own attributable interests from as few as one TV and one radio station in the market to as many as two TV and six radio stations (or one TV and seven radio stations).

The currently effective FCC’s rules effectively prohibit a radio or television broadcast station to be licensed to an entity that, directly or indirectly, owns, operates or controls a daily English-language newspaper that is published in a community within certain defined signal strength contours of the broadcast station (the “Broadcast-Newspaper Cross-Ownership Rule”). FCC rules limit the ability of an entity to own an attributable interest in broadcast and daily English-language newspapers in the same market.

If an attributable stockholder of our company has or acquires an attributable interest in other television or radio stations, or in daily newspapers or cable systems, depending on the size and location of such stations, newspapers or cable systems, or if a proposed acquisition by us would cause a violation of the FCC’s multiple ownership rules or cross-ownership restrictions, we may be unable to obtain from the FCC one or more authorizations needed to conduct our business and may be unable to obtain FCC consents for certain future acquisitions.

Local Marketing Agreements. A number of television and radio stations have entered into local marketing agreements, or LMAs. Such agreements typically permit a third party to provide the programming and sell the advertising time during a substantial portion of the broadcast day of a station, subject to the requirement that the station’s programming content and operations remain at all times under the independent control of the station licensee. At present, FCC rules permit LMAs, but the licensee of a broadcast station brokering more than 15% of the time on another station in the same market is generally considered to have an attributable interest in the brokered station. Television LMAs entered into prior to November 5, 1996, have been grandfathered, conditioned on the FCC’s 2004 biennial review. During this initial grandfathering period and during the pendency of the 2004 review, these LMAs may continue in full force and effect, and may also be transferred and renewed by the parties, though the renewing parties and/or transferees take the LMAs subject to a status review of the LMA as part of the 2004 biennial review. At that time, the FCC will reevaluate these grandfathered television LMAs, on a case-by-case basis. The FCC’s rules also prohibit radio stations from simulcasting more than 25% of their programming on a commonly owned station or through a time brokerage or LMA arrangement where the stations are in the same service (AM-AM or FM-FM) and serve substantially the same area.

Joint Sales Agreements. Some television and radio stations have entered into cooperative arrangements commonly known as joint sales agreements, or JSAs. Typically these involve the assignment, for a fee, of the right to sell substantially all the commercial advertising on a station. The typical JSA is distinct from an LMA in that a JSA (unlike an LMA) normally does not involve programming. Currently, television stations for which a licensee sells time under a JSA are not deemed by the FCC to be attributable interests of that licensee. New radio JSAs are treated as giving the sales agent an attributable interest in the station subject to the arrangement; pre-existing JSAs are currently subject to a one year transition before becoming attributable.

Biennial Regulatory Reviews. The FCC concluded its Biennial Regulatory Review of Broadcast Ownership Rules in June, 2003, by adoption of a decision which modified a number of its media ownership limits. Those rules set forth a new radio market definition, based upon geographic areas, rather than contour overlaps. That decision significantly modified the multiple ownership rules related to television. It modified the National Television Ownership Limits to permit an entity to have a 45% national aggregate audience reach. The new rules modified the Local Television Ownership Rules to permit a single party to have an attributable interest in up to three television stations in certain very large DMAs; and reduced the number of separately-owned full-power TV stations that must exist in a DMA to justify a party holding an attributable interest in two TV stations in the same DMA. The FCC also eased the Television-Radio Cross-Ownership Rules relating to the ownership of interests in both radio and TV stations in the same market, and modified the Broadcast-Newspaper Cross-Ownership Rules

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to permit common ownership of television stations and newspapers in many markets. The FCC decision adopted rules relating to radio JSAs under which stations for which a licensee sells time would be deemed to be attributable interests of that licensee, and the FCC has undertaken a proceeding examining whether to establish a similar standard for television JSAs. Legislation adopted in January 2004, lowered the National Television Ownership Limits to a 39% national aggregate audience reach. In June 2004, the U.S. Court of Appeals issued a decision upholding portions of the FCC decision, but concluding that the decision failed adequately to support numerous aspects of those rules, including the specific numeric ownership limits adopted by the FCC. The court remanded the matter to the FCC for revision or further justification of the rules, retained jurisdiction over the matter, and maintained its existing stay of the effectiveness of those rules. It subsequently allowed those portions of the new rules relating to radio ownership to go into effect. Barring a successful appeal to the U.S. Supreme Court, the FCC will review the matter and issue a revised order, which will then be subject to further review on appeal. We cannot predict whether, how or when the new rules will be modified, ultimately implemented as modified or repealed in their entirety.

Omnibus Appropriations Act. In January 2004, the Fiscal Year 2004 Omnibus Appropriations Act became effective. That law overrides the existing FCC rules and the FCC’s June 2003 decision to modify the National Television Ownership Limits by creating a statutory 39% cap on the national aggregate audience reach by any television licensee.

Alien Ownership. The Communications Act generally prohibits foreign parties from having a 20% or greater interest in a licensee entity, or more than a 25% interest in the parent entity of a licensee. We believe that, as presently organized, we comply with the FCC’s foreign ownership restrictions.

Network Affiliate Issues. FCC rules affect the network-affiliate relationship. Among other things, these rules require network affiliation agreements to (i) prohibit networks from requiring affiliates to clear time previously scheduled for other use, (ii) permit an affiliate to preempt network programs it believes are unsuitable for its audience, or (iii) permit affiliates to substitute programs believed to be of greater local or national importance programming for network programming. An FCC proceeding to review certain of these rules remains outstanding.

Other Matters. The FCC has numerous other regulations and policies that affect its licensees, including rules requiring close-captioning to assist television viewing by the physically handicapped, and equal employment opportunities (“EEO”) rules requiring broadcast licensees to provide equal opportunity in employment to all qualified job applicants and prohibiting discrimination against any person by broadcast stations based on race, color, religion, national origin or gender. The EEO rules also require each station to (i) widely disseminate information concerning its full-time job vacancies, with limited exceptions, (ii) provide notice of each full-time job vacancy to certain recruitment organizations and (iii) periodically complete a certain number of recruitment initiatives. Licensees are also required to collect, submit to the FCC and/or maintain for public inspection extensive documentation regarding a number of aspects of its station operations, including its EEO performance. Other FCC rules prohibit the broadcast of indecent or profane material from 6 a.m. through 10 p.m., and the willful or repeated violation of these rules could result in substantial fines, renewal of a station license for less than the normal term, loss of a station’s license to operate, or even criminal penalties.

Cable and satellite carriage of broadcast television signals is also affected by FCC rules. An election is made by TV stations every third year specifying, on a system-by-system basis, whether cable systems “must-carry” their signal on a specific channel, subject to certain limitations set forth in the rules, or whether the system must contract for “retransmission consent” in order to carry their signal. Under the Satellite Home Improvement Act, satellite carriers are permitted to retransmit a local television station’s signal into its local market with the consent of the local television station. If a satellite carrier elects to carry one local station in a market, the satellite carrier must carry the signals of all local television stations that also request carriage.

Proposed Legislation and Regulation. Congress and the FCC may in the future adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation and

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ownership of our broadcast properties. Such matters include, for example, equal employment opportunities regulations, spectrum use fees, political advertising rates, standardized and enhanced public interest disclosure requirements and potential restrictions on the advertising of certain products. Other matters that could affect our broadcast properties include assignment by the FCC of channels for additional broadcast stations or wireless cable systems, as well as technological innovations and developments generally affecting competition in the mass communications industry.

Digital/High Definition Television

The Digital Television, or DTV standard, developed after years of research, and approved by the FCC in December 1996, was the breakthrough that made possible the transmission of vast amounts of information in the same size channel (6 MHz) as the current analog standard television system.

DTV brings with it four major changes to the way viewers experience television. First, DTV sets display pictures using a rectangular, wide-screen format, as opposed to the nearly square screens used by current analog TV sets. Because of this screen shape, watching programs on digital TV sets can be similar to watching a movie at the theater, giving more lifelike images and allowing the viewer to feel more involved in the action on screen. Second, DTV can deliver six channels of CD-quality, digital surround sound using the same Dolby Digital technology heard in many movie theaters. Third, DTV can deliver high definition pictures with crisp, photographic quality, and greatly enhanced detail. Fourth, DTV can provide multiple channels that can transmit data and/or “standard definition” pictures equivalent or better than the quality delivered by existing analog transmissions.

The FCC required all commercial television broadcasters to begin transmitting in DTV format by May 1, 2002. The following table sets forth the DTV capabilities for each of our television stations:

Station	Market Area	Digital Channel Allocation	Currently Broadcasting in Digital Format (1)
KOMO	Seattle-Tacoma, WA	38	Yes (HDTV)
KATU	Portland, OR	43	Yes (HDTV)
KVAL	Eugene, OR	25	Yes (HDTV)
KCBY	Coos Bay, OR	21	Yes
KPIC	Roseburg, OR	19	Yes
KBCI	Boise, ID	28	Yes (HDTV)
KIMA	Yakima, WA	33	Yes
KEPR	Pasco/Richland/Kennewick, WA	18	Yes
KLEW	Lewiston, ID	32	Yes
KIDK	Idaho Falls-Pocatello, ID	36	Yes

(1) The FCC set May 1, 2002 as the deadline for initial DTV operations by all commercial TV stations. We met that date with respect to each of our stations. We have constructed and commenced DTV operation of stations KOMO-DT, Seattle, KATU-DT, Portland, KVAL-DT and KBCI-DT, Boise with full power facilities pursuant to authorizations issued by the FCC. Each of the remaining stations operated by us has commenced DTV operations with reduced facilities pursuant to special temporary authority (“STA”) granted by the FCC. These STAs are subject to renewal each six months; there is no assurance that the FCC will continue to grant such STAs permission to operate with reduced facilities in the future. The FCC presently plans for the DTV transition period to end by 2006. Congress, however, has required the FCC to grant an extension of that deadline under specific circumstances. Questions regarding cable carriage of DTV signals are still largely unresolved. In August 2004, the FCC adopted a Report and Order establishing firm deadlines for digital stations to maximize power. Generally, stations affiliated with top-four networks in the top 100 markets must construct full power facilities by July 1, 2005, and all others by July 1, 2006, or they will lose interference protection on their digital channel.

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The FCC has acknowledged that DTV channel allotment may involve displacement of existing low-power TV stations and translators, particularly in major television markets. Accordingly, translators that rebroadcast our television station signals may be materially adversely affected.

In addition, it is not yet clear when and to what extent DTV will become available through the various media, whether and how TV broadcast stations will be able to avail themselves of or profit by the transition to DTV, the extent of any potential interference, whether viewing audiences will make choices among services upon the basis of such differences, whether and how quickly the viewing public will embrace the new digital TV sets, to what extent the DTV standard will be compatible with the digital standards adopted by cable and other multi-channel video programming services, and to what extent cable television systems will be required to carry the digital transmissions of a broadcast television station.

The foregoing does not purport to be a complete summary of all of the provisions of the Communications Act, or of the regulations and policies of the FCC thereunder. Proposals for additional or revised regulations and requirements are pending before, and are considered by, Congress and federal regulatory agencies from time to time. We are unable at this time to predict the outcome of any of the pending FCC rulemaking proceedings, the outcome of any reconsideration or appellate proceedings concerning any changes in FCC rules or policies, the possible outcome of any proposed or pending Congressional legislation, or the impact of any of those changes on our broadcast operations.

Media Services

Through Fisher Media Services Company, we own and manage Fisher Plaza, a facility located near downtown Seattle that serves as the home of our corporate offices, including our Seattle television and radio stations, and also houses a variety of companies, including communications and media companies. Fisher Plaza is designed to enable companies to distribute analog and digital media content through numerous channels, including broadcast, satellite, cable, Internet and broadband, as well as wired and wireless communication systems. Fisher Plaza also houses other companies with complementary needs for the mission critical infrastructure provided at the facility. Some of our major occupants include Verizon Communications, AT&T and Qwest Communications. Fisher Plaza was completed in the summer of 2003 and had a net book value of $119.4 million at September 30, 2004. We seek to produce a return on our total investment in Fisher Plaza by offering and leasing office and technology space to companies with technology requirements similar to ours.

Investment in Safeco Corporation

We also own approximately 3.0 million shares of the common stock of Safeco Corporation, an insurance and financial services corporation. We have been a stockholder of Safeco Corporation since 1923. The market value of our investment in Safeco Corporation common stock as of September 30, 2004 was approximately $137.1 million.

Legal Proceedings

We are parties to various claims, legal actions and complaints in the ordinary course of our business. In our opinion, all such matters are adequately covered by insurance, are without merit or are of such kind, or involve such amounts, that unfavorable disposition would not have a material adverse effect on our consolidated financial position or results of operations.

Employees

We employed 901 full-time employees as of September 30, 2004. Approximately 13% of our workforce, located primarily at our KOMO TV and KIMA TV operations, is subject to collective bargaining agreements. We believe we have good working relations with our employees.

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Properties

Television stations, other than KOMO TV, operate from offices and studios owned by Fisher Broadcasting Company. Television transmitting facilities and towers are also generally owned by Fisher Broadcasting, although some towers are sited on leased land. KATU Television in Portland, Oregon is a participant with three other broadcast companies in the Sylvan Tower Co. LLC formed to construct and operate a joint use tower and transmitting site for the broadcast of radio and digital television signals. The land on which this facility is sited is leased by Sylvan Tower Co. LLC from one of the participants under the terms of a 30-year lease with two options to extend the term for an additional five years. Radio studios, except for the Seattle stations, are generally located in leased space. Our corporate offices and the offices and studios of KOMO TV and the Seattle radio stations are located in Fisher Plaza, which is owned by Fisher Media Services Company. Radio transmitting facilities and towers are owned by Fisher Broadcasting, except for KPLZ FM and some of the stations operated by Fisher Radio Regional Group, where such facilities are situated on leased land.

Fisher Media Services Company owns and manages Fisher Plaza, a facility located near downtown Seattle that serves as the home of our corporate offices, including our Seattle television and radio stations, and also houses a variety of companies, including communications and media companies. See the section entitled “—Media Services” for a description of Fisher Plaza.

We believe that the properties owned or leased by our operating subsidiaries are generally in good condition and well maintained and are adequate for present operations.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

In connection with the sale of the original notes, we entered into a registration rights agreement with the initial purchaser of the original notes. In that agreement, we agreed to file a registration statement relating to an offer to exchange the original notes for the exchange notes. We also agreed to use our best efforts to have the SEC declare that registration statement effective by March 19, 2005 and to consummate the exchange offer by April 18, 2005. We are offering the exchange notes under this prospectus in an exchange offer for the original notes to satisfy our obligations under the registration rights agreement. We refer to our offer to exchange the exchange notes for the original notes as the “exchange offer.”

Resale of Exchange Notes

Based on interpretations of the SEC staff in no-action letters issued to third parties, we believe that each exchange note issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act if:

• you are not our affiliate within the meaning of Rule 405 under the Securities Act;

• you acquire such exchange notes in the ordinary course of your business;

• you do not intend to participate in the distribution of exchange notes; and

• you are not a broker-dealer that will receive exchange notes for your own account in exchange for original notes that you acquired as a result of market-making activities or other trading activities.

If you tender your original notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes, you:

• cannot rely on such interpretations of the SEC staff; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes.

Unless an exemption from registration is otherwise available, the resale by any security holder intending to distribute exchange notes should be covered by an effective registration statement under the Securities Act containing the selling security holder’s information required by Item 507 or Item 508, as applicable, of Regulation S-K under the Securities Act. This prospectus may be used for an offer to resell, a resale or other retransfer of exchange notes only as specifically described in this prospectus. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where that broker-dealer acquired such original notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. Please read “Plan of Distribution” for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any original notes properly tendered and not withdrawn prior to 5:00 p.m. New York City time on the expiration date of the exchange offer. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of original notes surrendered under the exchange offer and accepted by us. Original notes may be tendered only in integral multiples of $1,000.

The terms of the exchange notes are identical in all material respects to those of the original notes, except the exchange notes will not be subject to transfer restrictions and holders of the exchange notes and with limited exceptions, will have no registration rights. Also, the exchange notes will not include provisions contained in the

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original notes that required payment of liquidated damages in the event we failed to satisfy our registration obligations with respect to the original notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes.

The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange.

As of the date of this prospectus, $150 million principal amount of original notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of the original notes. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the SEC rules and regulations. Original notes that are not tendered for exchange in the exchange offer:

• will remain outstanding,

• will continue to accrue interest, and

• will be entitled to the rights and benefits that holders have under the indenture relating to the notes and, under limited circumstances, the registration rights agreement.

We will be deemed to have accepted for exchange properly tendered original notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. We will issue the exchange notes promptly after the expiration of the exchange offer.

If you tender original notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read “The Exchange Offer—Fees and Expenses” for more details about fees and expenses incurred in the exchange offer.

We will return any original notes that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Expiration Date

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2005, unless at our sole discretion we extend the offer.

Extensions, Delay in Acceptance, Termination or Amendment

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. We may delay acceptance for exchange of any original notes by giving oral or written notice of the extension to their holders. During any such extensions, all original notes you have previously tendered will remain subject to the exchange offer for that series, and we may accept them for exchange.

To extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We also will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

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If any of the conditions described below under “The Exchange Offer—Conditions to the Exchange Offer” have not been satisfied with respect to the exchange offer, we reserve the right, at our sole discretion:

• to extend the exchange offer,

• to delay accepting for exchange any original notes, or

• to terminate the exchange offer.

We will give oral or written notice of such extension, delay or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

Any such extension, delay in acceptance, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of the original notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement. We will distribute the supplement to the registered holders of the original notes. Depending on the significance of the amendment and the manner of disclosure to the registered holders, we may extend, pursuant to the terms of the registration rights agreement and the requirements of federal securities law, the exchange offer if the exchange offer would otherwise expire during such period.

Without limiting the manner in which we may choose to make public announcements of any extension, delay in acceptance, termination or amendment of the exchange offer, we have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Conditions to the Exchange Offer

Notwithstanding any other provision of the exchange offer and subject to the terms of the registration rights agreement, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes and may terminate or amend the exchange offer, if at any time before the expiration date of the exchange offer any of the following events occur:

• any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; or

• the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

In addition, we will not be obligated to accept for exchange the original notes of any holder that has not made to us:

• the representations described under “The Exchange Offer—Your Representations to Us” and “Plan of Distribution,” and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registering the exchange notes under the Securities Act.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any original notes not previously accepted for exchange in the exchange offer, upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, non-acceptance, termination or amendment to the holders of the original notes as promptly as practicable.

These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times at our sole discretion. Our failure at any time to exercise any of these rights will not mean that we have waived our rights. Each right will be deemed an ongoing right that we may assert at any time or at various times. If we waive a condition, we may be required in order to comply with applicable securities laws, to extend the expiration date of the exchange offer.

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In addition, we will not accept for exchange any original notes tendered, and will not issue exchange notes in exchange for any such original notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering

How to Tender Generally

Only a holder of the original notes may tender original notes in the exchange offer. To tender in the exchange offer, a holder must either (1) comply with the procedures for physical tender or (2) comply with the automated tender offer program procedures of DTC, described below.

To complete a physical tender, a holder must:

• complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal,

• have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires,

• mail or deliver the letter of transmittal or facsimile to the exchange agent prior to 5:00 p.m. New York City time on the expiration date, and

• deliver the original notes to the exchange agent prior to 5:00 p.m. New York City time on the expiration date or comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at its address provided above under “The Exchange Agent” prior to 5:00 p.m. New York City time on the expiration date.

To complete a tender through DTC’s automated tender offer program, the exchange agent must receive, prior to 5:00 p.m. New York City time on the expiration date, a timely confirmation of book-entry transfer of such original notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below or a properly transmitted agent’s message.

The tender by a holder that is not withdrawn prior to 5:00 p.m. New York City time on the expiration date and our acceptance of that tender will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

THE METHOD OF DELIVERY OF ORIGINAL NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. RATHER THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT SEND THE LETTER OF TRANSMITTAL OR ORIGINAL NOTES TO US. YOU MAY REQUEST YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE ABOVE TRANSACTIONS FOR YOU.

How to Tender if You Are a Beneficial Owner

If you beneficially own original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those notes, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf. If you are a beneficial owner and wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your original notes, either:

• make appropriate arrangements to register ownership of the original notes in your name, or

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• obtain a properly completed bond power from the registered holder of your original notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures and Signature Guarantees

You must have signatures on a letter of transmittal or a notice of withdrawal described below under “The Exchange Offer—Withdrawal of Tenders” guaranteed by an eligible institution unless the original notes are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

• for the account of an eligible institution.

An “eligible institution” is a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

When Endorsements or Bond Powers Are Needed

If a person other than the registered holder of any original notes signs the letter of transmittal, the original notes must be endorsed or accompanied by a properly completed bond power. The registered holder must sign the bond power as the registered holder’s name appears on the original notes. An eligible institution must guarantee that signature.

If the letter of transmittal or any original notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless we waive this requirement, they also must submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

Tendering Through DTC’s Automated Tender Offer Program

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s automated tender offer program to tender. Accordingly, participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the original notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent.

An agent’s message is a message transmitted by DTC to and received by the exchange agent and forming part of the book-entry confirmation, stating that:

• DTC has received an express acknowledgment from a participant in DTC’s automated tender offer program that is tendering original notes that are the subject of such book-entry confirmation;

• the participant has received and agrees to be bound by the terms of the letter of transmittal, or, in the case of an agent’s message relating to guaranteed delivery, the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and

• we may enforce the agreement against such participant.

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Determinations Under the Exchange Offer

We will determine at our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered original notes and withdrawal of tendered original notes. Our determination will be final and binding. We reserve the absolute right to reject any original notes not properly tendered or any original notes our acceptance of which, in the opinion of our counsel, might be unlawful. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we determine. Neither we, the exchange agent nor any other person will be under any duty to give notification of defects or irregularities with respect to tenders of original notes, nor will we or those persons incur any liability for failure to give such notification. Tenders of original notes will not be deemed made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

When We Will Issue Exchange Notes

In all cases, we will issue exchange notes for original notes that we have accepted for exchange in the exchange offer only after the exchange agent timely receives:

• original notes or a timely book-entry confirmation of transfer of such original notes into the exchange agent’s account at DTC, and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

Return of Original Notes Not Accepted or Exchanged

If we do not accept any tendered original notes for exchange for any reason described in the terms and conditions of the exchange offer or if original notes are submitted for a greater principal amount than the holder desires to exchange, we will return the unaccepted or non-exchanged original notes without expense to their tendering holder. In the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described below, such non-exchanged original notes will be credited to an account maintained with DTC. These actions will occur as promptly as practicable after the expiration or termination of the exchange offer.

Your Representations to Us

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any exchange notes you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person to participate in the distribution of the original notes or the exchange notes within the meaning of the Securities Act;

• you are not our affiliate, as defined in Rule 405 under the Securities Act;

• if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for original notes that you acquired as a result of market-making activities or other trading activities, you will deliver a prospectus in connection with any resale of such exchange notes.

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Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the original notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC’s system may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. If you are unable to deliver confirmation of the book-entry tender of your original notes into the exchange agent’s account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to 5:00 p.m. New York City time on the expiration date, you must tender your original notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If you wish to tender your original notes but they are not immediately available or if you cannot deliver your original notes, the letter of transmittal or any other required documents to the exchange agent, or comply with the applicable procedures under DTC’s automated tender offer program prior to 5:00 p.m. New York City time on the expiration date, you may tender if:

• the tender is made through a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution;

• prior to 5:00 p.m. New York City time on the expiration date, the exchange agent receives from such member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., commercial bank or trust company having an office or correspondent in the United States, or eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:

• stating your name and address, the registered number(s) of your original notes and the principal amount of original notes tendered,

• stating that the tender is being made thereby, and

• guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof or agent’s message in lieu thereof, together with the original notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal or facsimile or agent’s message, as well as all tendered original notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, the exchange agent will send a notice of guaranteed delivery to you if you wish to tender your original notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice of withdrawal at one of the addresses listed above under “The Exchange Agent,” or

• the withdrawing holder must comply with the appropriate procedures of DTC’s automated tender offer program.

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Any notice of withdrawal must:

• specify the name of the person who tendered the original notes to be withdrawn,

• identify the original notes to be withdrawn, including the registration number or numbers and the principal amount of such original notes,

• be signed by the person who tendered the original notes in the same manner as the original signature on the letter of transmittal used to deposit those original notes or be accompanied by documents of transfer sufficient to permit the trustee to register the transfer in the name of the person withdrawing the tender, and

• specify the name in which such original notes are to be registered, if different from that of the person who tendered the original notes.

If original notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn original notes and otherwise comply with the procedures of DTC.

We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal, and our determination shall be final and binding on all parties. We will deem any original notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

Any original notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of original notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, such original notes will be credited to an account maintained with DTC for the original notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn original notes by following one of the procedures described under “The Exchange Offer—Procedures for Tendering” at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Fees And Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitation by facsimile, email, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the original notes and in handling or forwarding tenders for exchange.

We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

• SEC registration fees for the exchange notes,

• fees and expenses of the exchange agent and the trustee,

• accounting and legal fees of the Company,

• printing costs, and

• related fees and expenses of the Company.

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Transfer Taxes

If you tender your original notes for exchange, you will not be required to pay any transfer taxes. The tendering holder will, however, be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing exchange notes or original notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the original notes tendered,

• tendered original notes are registered in the name of any person other than the person signing the letter of transmittal, or

• a transfer tax is imposed for any reason other than the exchange of original notes for exchange notes in the exchange offer.

If satisfactory evidence of payment of any transfer taxes payable by a tendering holder is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed directly to that tendering holder. The exchange agent will retain possession of exchange notes with a face amount equal to the amount of the transfer taxes due until it receives payment of the taxes.

Consequences of Failure to Exchange

If you do not exchange your original notes for exchange notes in the exchange offer, you will remain subject to the existing restrictions on transfer of the original notes. In general, you may not offer or sell the original notes unless either they are registered under the Securities Act or the offer or sale is exempt from or not subject to registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act. We have no obligation to re-offer to exchange the exchange notes for original notes following the expiration of the exchange offer.

The tender of original notes in the exchange offer will reduce the outstanding principal amount of the original notes. Due to the corresponding reduction in liquidity, this may have an adverse effect on, and increase the volatility of, the market price of any original notes that you continue to hold.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the cost associated with the exchange offer as debt issuance cost to be amortized over the term of the exchange notes.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your decision on what action to take. In the future, we may at our discretion seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered original notes, except as required by the registration rights agreement.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Credit Facility

At the closing of this offering of the original notes, we entered into a new six-year senior credit facility with Wachovia Bank, National Association for borrowings up to $20 million. The senior credit facility is secured by substantially all of our assets (excluding real property and our shares of Safeco Corporation common stock) and by all of the voting common stock of our direct and indirect subsidiaries. Such subsidiaries also guarantee the senior credit facility.

Interest on the senior credit facility is payable at rates per annum equal to, at our option: (1) a base rate (the “Base Rate”) equal to the higher of (a) the prime rate or (b) 0.50% plus the overnight federal funds rate, plus 1.75% or (2) the London Interbank Offered Rate (“LIBOR”) plus 3.00%. We may also access our senior credit facility through letters of credit. We pay certain customary fees in connection with maintenance of the senior credit facility.

Base Rate loans under the senior credit facility may be prepaid at any time without a premium or penalty. LIBOR loans may be prepaid prior to the end of the applicable interest period upon our reimbursement of breakage costs.

Our senior credit facility restricts our ability to:

• incur additional indebtedness;

• make investments including acquisitions;

• incur liens;

• amend or modify organizational or equity documents or amend, modify or terminate material contracts;

• make payments to stockholders in the form of dividends, loans, advances or redemptions of stock;

• make prepayments on the notes and make certain modifications to the terms of the other indebtedness;

• consolidate, merge or sell all or any substantial part of our assets;

• change our business;

• enter into sale leaseback transactions; and

• enter into transactions with affiliates.

We are also required to maintain a Senior Secured Debt to Operating Cash Flow Ratio of less than or equal to 1.75 to 1.0.

As of the date of this prospectus, we are in compliance with the covenants of our senior credit facility.

We are required to make prepayments under our senior credit facility in certain circumstances, including:

• if the aggregate principal amount outstanding plus our letter of credit obligations under our senior credit facility exceed $20.0 million;

• if we make any asset disposition and our debt to operating cash flow ratio is more than 7.0 to 1.0;

• if we issue debt or equity; or

• if we recover any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event.

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Our senior credit facility includes events of default caused by (1) a default in any payment of principal of or interest on, or the observance or performance of any agreement or condition relating to, any indebtedness in a principal amount outstanding of at least $2.0 million; (2) a default in the observance or performance of any secured hedging agreement or (3) a default in the payment when due, or in the performance or observance, of any obligation of a Material Contract (as defined in the senior credit facility) and the continuation of such default for 30 days, unless such default is being contested in good faith by us and adequate reserves in respect thereof have been established.

Events of default under our senior credit facility also include:

• certain violations by us under the Employee Retirement Income Security Act of 1974, as amended;

• a change of control of Fisher Communications, Inc.;

• the loss of a material FCC license;

• the interruption of network programs or broadcasting for a specified period of time; and

• other customary events of default.

An event of default under the senior credit facility permits the lenders to accelerate (or, in certain events, triggers an automatic acceleration of) the maturity of the indebtedness under the senior credit facility, may result in cross defaults under our other debt, including the notes, and may restrict our ability to meet our obligations under the notes. A default on the notes constitutes an event of default under the senior credit facility.

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DESCRIPTION OF NOTES

The exchange notes will be issued under the indenture dated September 20, 2004 among Fisher Communications, Inc., as issuer, the subsidiary guarantors and U.S. Bank National Association, as the Trustee. The terms of the exchange notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act.

You can find definitions of some of the terms as used for purposes in this description under the subheading “Certain Definitions.” Certain defined terms used in this description but not defined below under “—Certain Definitions” have the meanings assigned to them in the indenture. In this “Description of Notes,” the word “Fisher Communications” refers only to Fisher Communications, Inc. and not to any of its subsidiaries and the term “Notes” refers to both the original notes and the exchange notes.

The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, define your rights as holders of the exchange notes. We have previously filed a copy of the indenture as an exhibit to a filing with the SEC and the indenture is incorporated by reference into this prospectus. A copy of the indenture is available upon request from Fisher Communications as described on the inside cover page.

Overview of the Notes

The Notes:

• are general unsecured obligations of the Company;

• are effectively subordinated to any secured Indebtedness of the Company, including the Indebtedness of the Company under the Credit Agreement and any liabilities of the Company’s subsidiaries that are not Guarantors;

• are pari passu in right of payment with any unsecured, unsubordinated Indebtedness of the Company;

• are senior in right of payment to any subordinated Indebtedness of the Company; and

• are guaranteed by the Guarantors.

As of September 30, 2004 we and our subsidiaries, on a consolidated basis, have $150.1 million of indebtedness outstanding, including the original notes, none of which is secured indebtedness. Our senior credit facility provides for up to $20.0 million of borrowings that are be guaranteed by the Guarantors and secured by substantially all of our assets.

As of the date of the Indenture, all of our subsidiaries were “Restricted Subsidiaries.” However, under the circumstances described below under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”, we will be permitted to designate certain of our subsidiaries as “Unrestricted Subsidiaries.” Any Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the Indenture and will not guarantee the Notes.

Principal, Maturity and Interest

The Indenture provides for the issuance by the Company of Notes with an unlimited principal amount, of which $150 million was issued in the offering of original notes. The Company may issue additional notes (the “Additional Notes”) from time to time. Any offering of Additional Notes is subject to the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness.” The Notes and any Additional Notes subsequently issued under the Indenture would be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Company will issue Notes in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on September 15, 2014.

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Interest on the Notes will accrue at the rate of 8 ⁵/8% per annum and will be payable semi-annually in arrears on March 15 and September 15, commencing on March 15, 2005. The Company will make each interest payment to the Holders of record on the immediately preceding March 1 and September 1.

Interest on the Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a Holder has given wire transfer instructions to the Company, the Company will pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

Paying Agent and Registrar for the Notes

The Trustee will initially act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders, and the Company or any of its Subsidiaries may act as Paying Agent or Registrar.

Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indenture and the procedures described in “Notice to Investors.” The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed.

The registered Holder of a Note will be treated as the owner of it for all purposes. See “—Book-Entry, Delivery and Form” and “—Depository Procedures” for a more detailed explanation of your rights and limitations.

Note Guarantees

The Notes are guaranteed, jointly and severally, by all of the Domestic Subsidiaries of the Company. Each Note Guarantee:

• is a general unsecured obligation of the Guarantor;

• is effectively subordinated to any secured Indebtedness of the Guarantor, including the Guarantee of the Guarantor under the Credit Agreement;

• is pari passu in right of payment with any unsecured, unsubordinated Indebtedness of the Guarantor; and

• is senior in right of payment to any subordinated Indebtedness of the Guarantor.

The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—The guarantees may not be enforceable because of fraudulent conveyance laws and may be released in certain circumstances.” As of September 30, 2004, the Guarantors had $9,000 of indebtedness outstanding. Our senior credit facility provides for up to $20.0 million of borrowings that is guaranteed by the Guarantors and secured by substantially all of our assets.

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If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee.

Optional Redemption

Except as described below, the Notes will not be redeemable at the Company’s option prior to September 15, 2009. On or after September 15, 2009, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the applicable redemption date, if redeemed during the twelve-month period beginning on of the years indicated below:

Year	Percentage
2009	104.3125	%
2010	102.8750	%
2011	101.4375	%
2012 and thereafter	100.0000	%

If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of such principal national securities exchange; or

(2) if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

Notwithstanding the foregoing, at any time prior to September 15, 2007, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that:

(1) at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries); and

(2) the redemption must occur within 45 days of the date of the closing of such Public Equity Offering.

No Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Mandatory Redemption

The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

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Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the Change of Control Payment Date. Within ten days following any Change of Control, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act of 1934, as amended (the “Exchange Act”) and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the Indenture by virtue of such compliance.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Paying Agent will promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Credit Agreement prohibits the Company from purchasing any Notes, and will also provide that certain change of control events with respect to the Company would constitute a default under the Credit Agreement. Any future credit agreements or other similar agreements to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such other agreements.

The provisions described above that require the Company to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

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The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of “all or substantially all” of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of Notes to require the Company to repurchase such Notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) the Company’s Board of Directors’ determination of such Fair Market Value is set forth in an Officers’ Certificate delivered to the Trustee; and

(3) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of Cash Equivalents or Replacement Assets or a combination of both. For purposes of this provision, each of the following shall be deemed to be Cash Equivalents:

(a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets pursuant to a customary written novation agreement that releases the Company or such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion).

Notwithstanding clause (3) above of this covenant, the Company may, and may permit its Subsidiaries to sell or issue shares of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner without regard to such clause (3); provided, that after giving effect to such Asset Sale, (a) no Default or Event of Default shall have occurred or be continuing, and (b) the Net Proceeds of any such Asset Sale, if any, are applied in accordance with this covenant.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or its Restricted Subsidiary, as the case may be, may apply such Net Proceeds at its option:

(1) to permanently repay secured Indebtedness of the Company and the Guarantor and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or

(2) to purchase Replacement Assets or make expenditures in or that are used or useful in a Permitted Business; or

(3) to make an Investment in the Company or a Restricted Subsidiary or to make a Permitted Investment as described under clause (3) of the definition of “Permitted Investment.”

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Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the Indenture by virtue of such compliance.

The Credit Agreement may prohibit the Company under certain circumstances from purchasing any Notes, and will also provide that certain asset sale events with respect to the Company would constitute a default under the Credit Agreement. Any future credit agreements or other similar agreements to which the Company becomes a party may contain similar restrictions and provisions. In the event an Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company’s failure to purchase tendered Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under such other agreements.

Certain Covenants

Incurrence of Indebtedness

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt); provided, however, that the Company and a Guarantor may incur Indebtedness if in each case, the Debt to Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries at the time of the incurrence of such Indebtedness, after giving pro forma effect thereto, is 7:1 or less.

So long as no Default shall have occurred and be continuing or would be caused thereby, regardless of whether the Debt to Operating Cash Flow Ratio of the Company and its Restricted Subsidiaries as set forth in the first paragraph of this covenant is met, the following items of Indebtedness may be incurred (collectively, “Permitted Debt”):

(1) the incurrence by the Company of Indebtedness under Credit Facilities (and the incurrence by the Guarantors of Guarantees thereof) in an aggregate principal amount at any one time outstanding pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $20.0

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million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(2) the incurrence of Existing Indebtedness;

(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of the Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Indenture and the Registration Rights Agreement;

(4) the incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $5.0 million aggregate principal amount at any time outstanding;

(5) the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), or (9) of this paragraph;

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that

(a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor;

(b) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and

(c) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate (whether the interest rates are fixed or variable), commodity price or foreign currency exchange rate risk or to reverse or amend any such agreements previously made for such purposes, and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

(8) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; or

(9) the incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (9), not to exceed $20.0 million.

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For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (9) of the immediately preceding paragraph, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company will be permitted to classify at the time of its incurrence such item of Indebtedness in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued under the Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. In addition, any Indebtedness originally classified as incurred pursuant to clauses (2) through (9) of the immediately preceding paragraph may later be reclassified by the Company such that it will be deemed as having been incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification.

Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that may be incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

The Company will not incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes to the same extent. The Company will not permit any Guarantor to incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent.

Restricted Payments

(A) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any Restricted Subsidiary held by Persons other than the Company or any of its Restricted Subsidiaries;

(3) make any voluntary payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or any Note Guarantee; or

(4) make any Restricted Investment (all such payments and other actions described in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

(2) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Operating Cash Flow Ratio test set forth in the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness”; and

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(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3) and (5) of the next succeeding subparagraph (B)), is less than the sum, without duplication, of:

(a) an amount equal to the Company’s Cumulative Operating Cash Flow less 1.5 times the Company’s Cumulative Consolidated Interest Expense, plus

(b) to the extent such proceeds are not included in the calculation of Cumulative Operating Cash Flow, 100% of the aggregate net cash proceeds received by the Company since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company), plus

(c) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash (except, to the extent such payment or proceeds are included in the calculation of Cumulative Operative Cash Flow), the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment.

(B) So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Guarantor in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph (A) of this covenant;

(3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(4) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis;

(5) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange shall be excluded from clause (3)(b) of the preceding paragraph (A);

(6) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof;

(7) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by employees, provided, that the aggregate price paid for such repurchased, redeemed, acquired or retired Capital Stock may not exceed the sum of $250,000 in any calendar year;

(8) the payment of any dividend or distribution by a Subsidiary that is a Qualified Joint Venture to the holders of its Capital Stock on a pro rata basis; or

(9) Restricted Payments (not otherwise included in clauses (1) to (8) of this paragraph (B)) in an aggregate amount not to exceed $10.0 million.

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The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The Board of Directors’ determination of Fair Market Value must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $5.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any opinion or appraisal required by the Indenture.

Liens

The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective (1) any Lien of any kind upon Safeco Corporation Stock (other than a Lien pursuant to the forward sales transaction) now owned or hereafter acquired by the Company or any of its Restricted Subsidiaries (the “Safeco Shares”); and (2) any Lien of any kind upon any of their property or assets other than the Safeco Shares (other than Permitted Liens), now owned or hereafter acquired, unless in each case of (1) and (2), all payments due under the Indenture and the Notes, or, in the case of a Restricted Subsidiary, its Guarantee of the Notes, are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions:

(1) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the date of the Indenture and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, in the aggregate, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements as in effect on the date of the Indenture;

(2) set forth in the Indenture, the Notes and the Note Guarantees;

(3) existing under, by reason of or with respect to applicable law;

(4) with respect to any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, in the aggregate, than those in effect on the date of the acquisition;

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(5) in the case of clause (3) of the first paragraph of this covenant:

(A) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

(B) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary thereof not otherwise prohibited by the Indenture, or

(C) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary thereof in any manner material to the Company or any Restricted Subsidiary thereof;

(6) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;

(7) restrictions on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business; and

(8) existing under or by reason of or with respect to Indebtedness permitted to be incurred pursuant to clause (4) of the definition of Permitted Debt.

Merger, Consolidation or Sale of Assets

The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person or Persons, unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (i) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (ii) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

(2) immediately after giving effect to such transaction no Default or Event of Default exists;

(3) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, on the date of such transaction, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Operating Cash Flow Ratio test set forth in the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness”;

(4) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this covenant, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and the Indenture; and

(5) the Company delivers to the Trustee an Officers’ Certificate (attaching the arithmetic computation to demonstrate compliance with clause (3) above) and Opinion of Counsel, in each case stating that such transaction and such agreement comply with this covenant and that all conditions precedent provided for herein relating to such transaction have been complied with.

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Clause (3) of the first paragraph of this covenant will not apply to any merger, consolidation or sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries.

In the event of any transaction (other than a lease) in compliance with the conditions listed in the immediately preceding paragraphs in which the Company or a Guarantor is not the surviving Person and the surviving Person has assumed all the obligations of the Company or any such Guarantor under the Notes and the Indenture or, in the case of a Guarantor, its Guarantee, such surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and the Company or such Guarantor, as the case may be, would be discharged from its obligations under the Indenture, the Notes, or its Guarantee, as the case may be.

Transactions with Affiliates

The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and

(2) the Company delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and/or its Restricted Subsidiaries;

(2) payment of reasonable and customary fees and compensation to, and reasonable and customary indemnification and similar payments on behalf of, executive officers or directors of the Company or any Restricted Subsidiary in accordance with applicable law;

(3) loans and advances to executive officers or directors of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business in accordance with applicable law;

(4) Restricted Payments that are permitted by the provisions of the Indenture described above under the caption “—Restricted Payments”;

(5) any sale of Capital Stock (other than Disqualified Stock) of the Company;

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(6) services provided by the Company and/or its Restricted Subsidiaries to Affiliates on a direct cost basis not to exceed $300,000 in any calendar year; and

(7) transactions pursuant to agreements existing on the date of the indenture that are described in the section entitled “Certain Transactions” in the final offering memorandum dated September 15, 2004 relating to the offering of the original notes.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary, provided that:

(1) any Guarantee by the Company or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated will be deemed to be an incurrence of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness”;

(2) the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) will be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(3) such Subsidiary does not own any Equity Interests of, or hold any Liens on any property of, the Company or any Restricted Subsidiary thereof;

(4) the Subsidiary being so designated

(a) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(b) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(c) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and

(d) has at least one director on its Board of Directors that is not a director or officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of the Company or any of its Restricted Subsidiaries; and

(5) no Default or Event of Default would be in existence following such designation.

Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by the Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the requirements described in subclauses (a), (b) or (c) of clause (4) of the preceding paragraph, fail to meet the requirement described in subclause (d) of clause (4) of the preceding paragraph and such failure continues for a period of 30 days it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the

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Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be incurred or made by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred or made as of such date under the Indenture, the Company shall be in default under the Indenture.

The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that:

(1) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness,” calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable four-quarter reference period;

(2) all outstanding Investments owned by such Unrestricted Subsidiary will be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(3) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under the caption “—Certain Covenants—Liens”; and

(4) no Default or Event of Default would be in existence following such designation.

Sale and Leaseback Transactions

The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction, provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

(1) the Company or that Restricted Subsidiary, as applicable, could have incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Debt to Operating Cash Flow Ratio test in the first paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness”;

(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value (where the Board of Directors’ determination of Fair Market Value is set forth in an Officers’ Certificate delivered to the Trustee) of the property that is the subject of that sale and leaseback transaction; and

(3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Issuances and Sales of Equity Interests in Restricted Subsidiaries

The Company will not transfer, convey, sell, lease or otherwise dispose of, and will not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors’ qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except:

(1) if, immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been

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permitted to be made under the covenant described above under the caption “—Certain Covenants—Restricted Payments” if made on the date of such issuance or sale and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; or

(2) transfers, sales or issuances of Equity Interests of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; or

(3) transfers, sales or issuances of Equity Interests of Capital Stock in a Qualified Joint Venture to a Qualified Joint Venture Partner, provided that the Company or such Restricted Subsidiary complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Guarantees

If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the date of the Indenture, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee.

The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Restricted Subsidiary thereof unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness. The form of the Note Guarantee will be attached as an exhibit to the Indenture.

A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) either

(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

(b) such sale or other disposition or consolidation or merger complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

The Note Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale of all such Capital Stock of that Guarantor complies with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(2) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under the Indenture;

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(3) solely in the case of a Note Guarantee created pursuant to the second paragraph of this covenant, upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this covenant, except a discharge or release by or as a result of payment under such Guarantee;

(4) if there is a Legal Defeasance of the Notes as described under “Legal Defeasance and Covenant Defeasance”; or

(5) upon the dissolution or winding-up of a Guarantor, provided that the Company shall deliver an Officers’ Certificate to the trustee certifying that such Guarantor qualifies as an Immaterial Subsidiary.

Business Activities

The Company will not, and will not permit any Restricted Subsidiary thereof to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole.

Payments for Consent

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) below with the Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and, upon request, furnish such information to the Holders of the Notes and prospective investors:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual information required by this covenant shall include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company and a presentation in the footnotes to the financial statements, with substantially the same format and level of detail as is required by Rule 3-10 of Regulation S-X, promulgated pursuant to the Securities Act (as such Regulation may be amended), with respect to the Company and the Guarantors separate from the Company’s Subsidiaries that are not Guarantors.

In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes;

(2) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control”, “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Merger, Consolidation or Sale of Assets” or the provisions described in the third paragraph under the caption “—Certain Covenants—Guarantees”;

(4) failure by the Company or any of its Restricted Subsidiaries for 30 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in the Indenture;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

(a) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more;

(6) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

(7) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and

(8) certain events of bankruptcy or insolvency with respect to the Company, any Guarantor or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary).

In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Guarantor or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest.

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The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes. The Holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. A Holder may not pursue any remedy with respect to the Indenture or the Notes unless:

(1) the Holder gives the Trustee written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

However, such limitations do not apply to the right of any Holder of a Note to receive payment of the principal of, premium or Liquidated Damages, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the third paragraph of “—Optional Redemption” shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

The Company is required to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Note Guarantees (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such Notes when such payments are due from the trust referred to below;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute Events of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123^rd day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

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(6) the Company must have delivered to the Trustee an Opinion of Counsel to the effect that, (1) assuming no intervening bankruptcy of the Company or any Guarantor between the date of deposit and the date that is 123 days following the deposit and assuming that no Holder is an “insider” of the Company under applicable bankruptcy law, after the date that is 123 days following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, including Section 547 of the United States Bankruptcy Code and (2) the creation of the defeasance trust does not violate the Investment Company Act of 1940;

(7) the Company must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others;

(8) if the Notes are to be redeemed prior to their Stated Maturity, the Company must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

(9) the Company must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest, or premium or Liquidated Damages, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than U.S. dollars;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on, the Notes;

(7) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture;

(8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees;

(9) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the covenant described under the caption

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“Repurchase at the Option of Holders—Asset Sales” after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the covenant described under the caption “Repurchase at the Option of Holders—Change of Control” after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

(10) except as otherwise permitted under the covenants described under the captions “—Certain Covenants—Merger, Consolidation or Sale of Assets” and “—Certain Covenants—Guarantees”, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under the Indenture;

(11) amend or modify any of the provisions of the Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the holders of the Notes or any Note Guarantee; or

(12) make any change in the preceding amendment and waiver provisions.

Notwithstanding the preceding paragraph, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(6) to comply with the provisions described under “—Certain Covenants—Guarantees”;

(7) to evidence and provide for the acceptance of appointment by a successor Trustee; or

(8) to provide for the issuance of Additional Notes in accordance with the Indenture.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

(1) either:

(a) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;

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(2) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3) the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

(4) the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of the Company or any Guarantor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign. Certain of the Company’s subsidiaries have banking accounts with the Trustee.

The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Registration Rights; Liquidated Damages

Fisher Communications, the Guarantors and the initial purchaser entered into a registration rights agreement (the “Registration Rights Agreement”) on the issue date of the original notes (the “Issue Date”). Pursuant to the Registration Rights Agreement, the Company and the Guarantors agreed to file with the SEC a registration statement on an appropriate form (the “Exchange Offer Registration Statement”) with respect to a registered exchange offer to exchange, for the original notes the exchange notes, guaranteed by the Guarantors, which exchange notes will have terms substantially identical in all material respect to the original notes other than the issue date (except that the liquidated damages provisions and the transfer restrictions pertaining to the original notes will be modified or eliminated, as appropriate). Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors will offer to the holders of original notes who are able to make certain representations the opportunity to exchange their original notes for exchange notes.

If:

(1) the Company and the Guarantors are not permitted to file the Exchange Offer Registration Statement or to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy,

(2) for any other reason the exchange offer is not consummated within 210 days of the Issue Date, or

(3) any holder notifies the Company and the Guarantors on or prior to the 20th day following the consummation of the exchange offer that

(a) such holder is not eligible to participate in the exchange offer, due to applicable law or SEC policy,

(b) the exchange notes such holder would receive would not be freely tradable,

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(c) such holder is a broker-dealer electing to exchange notes acquired for its own account as a result of market-making activities or other trading activities for exchange notes that cannot publicly resell the exchange notes that it acquires in the exchange offer without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for resales following the completion of the exchange offer, or

(d) the holder is a broker-dealer and owns original notes it has not exchanged and that it acquired directly from the Company, one of its affiliates or the Guarantors, then

the Company and the Guarantors shall use their reasonable best efforts to prepare and file with the SEC within the timeframes specified in the Registration Rights Agreement a registration statement covering the resale of the notes (“the Shelf Registration Statement”).

The Registration Rights Agreement provides:

(1) The Company and the Guarantors shall use their commercially reasonable efforts to prepare and, not later than 120 days from the Issue Date, shall file with the SEC the Exchange Offer Registration Statement with respect to the exchange offer.

(2) The Company and the Guarantors shall use their reasonable best efforts (i) to cause the Exchange Offer Registration Statement to be declared effective by the Commission within 180 days from the Issue Date and (ii) to consummate the exchange offer within 210 days from the Issue Date.

If:

(1) the Company or the Guarantors fail to file any of the registration statements required by the Registration Rights Agreement on or before the date specified for such filing; or

(2) any of such registration statements is not declared effective by the SEC on or prior to the date specified in the Registration Rights Agreement for such effectiveness (the “Effectiveness Target Date”); or

(3) the Company and the Guarantors fail to consummate the exchange offer within 210 days from the Issue Date if the exchange offer is required to be consummated under the Registration Rights Agreement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of notes during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (1) through (4) above, a “Registration Default”),

then the Company and the Guarantors will pay liquidated damages to each holder of original notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to one-half of one percent (0.50%) per annum on the principal amount of original notes held by such holder.

The amount of the liquidated damages will increase by an additional one-half of one percent (0.50%) per annum on the principal amount of original notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Registration Defaults of 1.0% per annum.

All accrued liquidated damages will be paid by the Company and the Guarantors by depositing with the paying agent for the original notes, in trust, for the benefit of the holders of the original notes prior to 11 a.m. on the next interest payment date specified in the applicable indenture sums sufficient to pay the liquidated damages then due. The liquidated damages shall be payable on each interest payment date specified in the applicable indenture to the record holders entitled to receive the interest payment to be made on such date.

Following the cure of all Registration Defaults, the accrual of liquidated damages will cease.

Holders of original notes will be required to make certain representations to the Company (as described in the Registration Rights Agreement) in order to participate in the Exchange Offer and benefit from the provisions

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regarding liquidated damages set forth above, and will be required to deliver certain information to be used in connection with the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding liquidated damages set forth above. The Registration Rights Agreement requires a holder to indemnify the Company and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any Shelf Registration Statement. The Company may suspend use of the prospectus included in the Shelf Registration Statement under certain circumstances.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate” of any specified Person means (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any executive officer or director of such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any property or assets; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and not by the provisions described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and

(2) the issuance of Equity Interests by any of the Company’s Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary thereof of Equity Interests in any of its Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

Notwithstanding the preceding part of this definition, the following items shall be deemed not to be Asset Sales:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $2.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to another Restricted Subsidiary;

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(4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

(5) the lease of all or any part of Fisher Plaza in the ordinary course of business to the Company, the Company’s Restricted Subsidiaries or third parties, provided, that any lease to third parties shall be on arms-length terms;

(6) the sale or other disposition of Cash Equivalents;

(7) a Restricted Payment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(8) any sale or disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of the Company or its Restricted Subsidiaries; and

(9) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

(3) with respect to any other Person, the board or committee of such Person serving a similar function.

“Business Day” means any day other than a Legal Holiday.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within six months after the date of acquisition; and

(6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s or S&P and having maturities of not more than six months from the date of acquisition; and

(7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principals, becomes the ultimate Beneficial Owner, directly or indirectly, of 40% or more of the voting power of the Voting Stock of the Company;

(4) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company, together with any new directors whose election to such Board of Directors, or whose nomination for election by the stockholders of the Company, was approved by a vote of a majority of the directors then in office who were either directors at the beginning of such period or whose election or nomination for election was approved by a majority of the directors at the beginning of such period, cease for any reason to constitute a majority of such Board of Directors; or

(5) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Principals, becomes, directly or indirectly, the ultimate Beneficial Owner of 40% or more of the voting power of the Voting Stock of the surviving or transferee Person.

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“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

“Consolidated Interest Expense” means, with respect to any period, the sum of:

(1) the interest expense of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP consistently applied, including, without limitation, (a) amortization of debt discount, (b) the net payments, if any, under interest rate contracts (including amortization of discounts) and (c) accrued interest, plus

(2) the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company during such period, and all capitalized interest of the Company and its Subsidiaries, in each case as determined on a consolidated basis in accordance with GAAP consistently applied.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Company and its consolidated Restricted Subsidiaries for such period as determined in accordance with GAAP consistently applied, adjusted, to the extent included in calculating such net income (or loss), by excluding, without duplication,

(1) all extraordinary gains but not losses,

(2) all gains and losses arising from the Forward Transaction including, without limitation, as a result of termination or settlement thereof,

(3) the portion of net income (or loss) of the Company and its consolidated Restricted Subsidiaries allocable to interests in unconsolidated Persons or Unrestricted Subsidiaries, except to the extent of the amount of dividends or distributions actually paid to the Company or its consolidated Restricted Subsidiaries by such other Person during such period,

(4) net income (or loss) of any Person acquired during the specified period for any period prior to the date of acquisition,

(5) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan,

(6) net gains but not losses (less all fees and expenses relating thereto) in respect of dispositions of assets other than in the ordinary course of business,

(7) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its shareholders,

(8) the net income of any Qualified Joint Venture in excess of the dividends and distributions paid by such Qualified Joint Venture to the Company or a Guarantor,

(9) an amount of net loss of any Qualified Joint Venture that is equal to the total net loss of such Qualified Joint Venture multiplied by a percentage that reflects the pro rata share of the Qualified Joint Venture Partner’s Equity Interest in the Qualified Joint Venture, and

(10) net income attributable to the cumulative effect of a change in accounting principles.

“Credit Agreement” means that certain Credit Agreement, dated as of the date of the Indenture between the Company and Wachovia Bank, National Association providing for up to $20.0 million in revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending

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the maturity of, refinancing, replacing, increasing or otherwise restructuring all or any portion of the Indebtedness under such agreements with the same financial institutions, other commercial banks or insurance companies; provided, that such agreement shall be a credit agreement or an instrument executed in connection therewith.

“Credit Facilities” means, one or more debt facilities (including, without limitation, the Credit Agreement), letter of credit, commercial paper facilities or other borrowing or lending arrangements, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, whether by or with the same or any other agent, lenders or other institutions providing credit.

“Cumulative Consolidated Interest Expense” means, as of any date of determination, Consolidated Interest Expense from September 30, 2004 to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

“Cumulative Operating Cash Flow” means, as of any date of determination, Operating Cash Flow from September 30, 2004 to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

“Debt to Operating Cash Flow Ratio” means, as of any date of determination, the ratio of

(a) the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries as of such date on a consolidated basis plus the aggregate liquidation preference or redemption amount of all Disqualified Stock of the Company (excluding any such Disqualified Stock held by the Company or a Wholly Owned Restricted Subsidiary of the Company) to

(b) Operating Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis for the four most recent full fiscal quarters ending immediately prior to such date, determined on a pro forma basis and after giving pro forma effect to:

(1) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds there from, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period;

(2) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average of the balance of such Indebtedness at the end of each month for the twelve months within such four-quarter period);

(3) in the case of Acquired Debt, the related acquisition as if such acquisition had occurred at the beginning of such four-quarter period; and

(4) any acquisition or disposition by the Company and its Restricted Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition had been consummated on the first day of such four-quarter period.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to

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repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (1) a “controlled foreign corporation” under Section 957 of the Internal Revenue Code or (2) a Subsidiary of any such controlled foreign corporation.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Existing Indebtedness” means (1) the obligations of the Company, if any, in connection with the Forward Transaction, and (2) other Indebtedness of the Company and its Subsidiaries of up to $1.0 million in existence on the date of the Indenture after giving effect to the application of the proceeds of the Notes, until such amounts are repaid.

“Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination, unless otherwise specified, shall be conclusive if evidenced by a Board Resolution.

“Fisher Plaza” means the real property located at 100 4^th Avenue North in Seattle, Washington, and the personal property owned by the Company or any Subsidiary of the Company and used in connection with such real property.

“Fisher Plaza Liens” means Liens on Fisher Plaza, including without limitation the assignment for security purposes of leases or services agreements relating to Fisher Plaza.

“Forward Transaction” means the OTC variable forward sale transactions described and effected pursuant to the three Amended and Restated Confirmations dated April 5, 2002 between the Company and Merrill Lynch International (ML Ref. Nos. 0281606, 0281652 and 0281674), and the Confirmation dated June 3, 2002 between the Company and Merrill Lynch International (ML Ref. No. 0281695).

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the Indenture.

“Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

“Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

“Guarantors” means:

(1) each direct or indirect Domestic Subsidiary of the Company on the date of the Indenture; and

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(2) any other subsidiary that executes a Note Guarantee in accordance with the provisions of the Indenture;

and their respective successors and assigns until released from their obligations under their Note Guarantees and the Indenture in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk (whether such interest rates are fixed or variable);

(2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk;

(3) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk; and

(4) the Forward Transaction.

“Holder” means a Person in whose name a Note is registered.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose total assets, as of such date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000.

“incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Company will be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Consolidated Interest Expense and Indebtedness of the Company or its Restricted Subsidiary as accrued.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments;

(3) evidenced by letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in clauses (1) or (2) above or clauses (5), (6) or (8) below) entered into or otherwise arising in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement;

(4) in respect of banker’s acceptances;

(5) in respect of Capital Lease Obligations and Attributable Debt;

(6) in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

(7) representing Hedging Obligations; or

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(8) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends.

In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such fair market shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock.

The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

(1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness;

provided that Indebtedness shall not include:

(i) any liability for federal, state, local or other taxes,

(ii) obligations incurred in connection with worker’s compensation, unemployment insurance or other social security obligations, performance, surety or appeal bonds, in each case incurred or provided in the ordinary course of business,

(iii) any liability arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such liability is extinguished within five Business Days of its incurrence, or

(iv) agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition.

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees, but excluding advances and other extensions of credit to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, payroll, travel and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company that is a Guarantor such that, after giving

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effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company and a Guarantor, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.” The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“IP Rights” means trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights.

“Issue Date” means the date of original issuance of the Notes under the Indenture.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Liquidated Damages” means all liquated damages then owing pursuant to the Registration Rights Agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or is required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP and (5) appropriate amounts to be provided by the Company or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP.

“Note Guarantee” means a Guarantee of the Notes pursuant to the Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed on behalf of the Company by at least two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of the Indenture.

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“Operating Cash Flow” means, with respect to any period, the Consolidated Net Income for such period, plus:

(1) extraordinary net losses and net losses realized on any sale of assets during such period, to the extent such losses were deducted in computing Consolidated Net Income, plus

(2) provision during such period for taxes based on income or profits, to the extent such provision for taxes was included in computing such Consolidated Net Income, and any provision for taxes utilized in computing the net losses under clause (1) hereof, plus

(3) Consolidated Interest Expense of the Company and its Subsidiaries for such period, to the extent deducted in computing such Consolidated Net Income, plus

(4) depreciation, amortization and all other non-cash charges for such period, to the extent such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income (including amortization of goodwill and other intangibles including Program Contracts and write-downs of Program Contracts), but excluding any such charges which represent any accrual of, or a reverse for, cash charges for a future period, minus

(5) any cash payments contractually required to be made during such period with respect to Program Contracts (to the extent not previously included in computing such Consolidated Net Income), minus

(6) non-cash items increasing Consolidated Net Income for such period (to the extent included in computing such Consolidated Net Income).

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee (who may be counsel to or an employee of the Company) that meets the requirements of the Indenture.

“Permitted Business” means any media business conducted or proposed to be conducted (as described in the final offering memorandum dated September 15, 2004 relating to the offering of the original notes) by the Company and its Restricted Subsidiaries on the date of the Indenture and other businesses reasonably related thereto, including without limitation, the operation of Fisher Plaza; provided that such businesses are conducted by the Company or a Restricted Subsidiary.

“Permitted Investments” means:

(1) any Investment in the Company, a Restricted Subsidiary of the Company or any Qualified Joint Venture;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Wholly Owned Restricted Subsidiary of the Company and a Guarantor; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Restricted Subsidiary of the Company that is a Guarantor;

(4) Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;

(5) Hedging Obligations that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnifies and compensation payable thereunder;

(6) Investments received as a result of the bankruptcy or reorganization of any Person or taken in satisfaction of judgments or in settlement of or other resolution of claims or disputes;

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(7) Investments existing as of the Issue Date and Investments purchased or received in exchange for such Investments, provided that any additional consideration provided by the Company or any Restricted Subsidiary in such purchase or exchange shall not be permitted by this clause (7);

(8) Investments made by the Company or its Restricted Subsidiaries as a result of consideration not constituting Cash Equivalents permitted to be received in connection with an Asset Sale made in compliance with the covenant described under “—Repurchase at the Option of Holders—Asset Sales”;

(9) Guarantees of the Indebtedness under the Notes;

(10) Guarantees of Indebtedness otherwise permitted by the covenant described above under the covenant “—Incurrence of Indebtedness”; and

(11) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (11) since the date of the Indenture, not to exceed $10.0 million.

“Permitted Liens” means:

(1) Liens securing Indebtedness under the Credit Agreement;

(2) Liens securing Hedging Obligations that are otherwise permitted under the Indenture;

(3) Liens in favor of the Company or any Restricted Subsidiary that is a Guarantor;

(4) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary;

(5) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary;

(6) Liens existing on the date of the Indenture;

(7) Liens securing Indebtedness under the Notes;

(8) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $10.0 million at any one time outstanding;

(9) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness” provided that any such Lien (i) covers only the assets acquired, constructed or improved with such Indebtedness and (ii) is created within 180 days of such acquisition, construction or improvement;

(10) Liens on cash or Cash Equivalents securing Hedging Obligations of the Company or any of its Restricted Subsidiaries that do not constitute Indebtedness or securing letters of credit that support such Hedging Obligations;

(11) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations and leases, appeal bonds and other obligations of like nature incurred by the Company or its Restricted Subsidiary in the ordinary course of business;

(12) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

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(13) survey exceptions, encumbrances, easements or reservations of, or rights of other for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Indebtedness, and which in the aggregate do no materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Company or any of its Restricted Subsidiaries;

(14) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(15) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

(16) Liens on property or assets used to defease Indebtedness that was not incurred in violation of the Indenture;

(17) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Subsidiary thereof on deposit with or in possession of such bank;

(18) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense;

(19) Liens arising from precautionary UCC financing statements regarding operating leases or consignments;

(20) Liens of franchisors in the ordinary course of business not securing Indebtedness;

(21) Fisher Plaza Liens;

(22) Liens of carriers, warehousemen, mechanics suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made in respect thereof; and

(23) Liens for ad valorem, income or property taxes or assessments and similar charges that either are not delinquent or are being contested in good faith by appropriate proceedings for which the Company has set aside on its books reserves to the extent required by GAAP.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the

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Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and

(5) such Permitted Refinancing Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions upon liquidation.

“Principals” means (i) any of the lineal descendants (including adopted persons) of O.W. Fisher; (ii) the spouses of such lineal descendants; (iii) in the event of the incompetence or death of any of the Persons described in clauses (i) and (ii), such Person’s estate, executor, administrator or other personal representative, in each case who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Capital Stock of the Company; (iv) any trusts created for the benefit of the Persons described in clause (i), (ii) or (iii) or any trust for the benefit of any such trust; or (v) any Person controlled by any of the Persons described in clause (i), (ii), (iii) or (iv). For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or by contract or otherwise.

“Program Contracts” means contracts with suppliers that convey the right to broadcast whether by radio or television, specified films, videotape motion pictures, syndicated television programs or sports or other programming.

“Public Equity Offering” means an underwritten public offering of Capital Stock (other than Disqualified Stock) of the Company, pursuant to an effective registration statement filed under the Securities Act, the net proceeds of which to the Company (after deducting any underwriting discounts and commissions) exceed $25,000,000.

“Qualified Joint Venture” means a newly formed, majority owned Subsidiary where the Capital Stock of the Subsidiary is issued to a Qualified Joint Venture Partner in consideration of the contribution of assets used or useful in a Permitted Business.

“Qualified Joint Venture Partner” means a Person who is not an Affiliate of the Company.

“Registration Rights Agreement” means the Registration Rights Agreement, to be dated the date of the Indenture, among the Company, the Guarantors, and Wachovia Capital Markets LLC.

“Replacement Assets” means (1) assets that will be used or useful in a Permitted Business, including, without limitation, all or less than all of the assets of an existing television or radio business, franchise or station or (2) a majority of the Voting Stock of any Person engaged in a Permitted Business that will become on the date of acquisition thereof a Wholly Owned Restricted Subsidiary that is a Guarantor.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Rating Services.

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“Safeco Corporation Stock” means (1) shares of Common Stock of Safeco Corporation, and (2) any shares of another Person’s Capital Stock received by Safeco shareholders in connection with any sale, consolidation, merger, recapitalization or liquidation, the effect of which is a material change to the capital structure or ownership of Safeco Corporation.

“sale and leaseback transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act; provided, however, that for purposes of the Indenture and the Notes, 5% shall be substituted for 10% in each place that it appears in such definition.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

“Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the covenant described under the caption “—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries”, and any Subsidiary of such Subsidiary.

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

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

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BOOK-ENTRY; DELIVERY AND FORM

The Global Securities

The original notes are, and the exchange notes will be, issued in the form of one or more global certificates, known as “global securities.” The global securities will be deposited on the date of the acceptance for exchange of the original notes and the issuance of the exchange notes with, or on behalf of, DTC and registered in the name of Cede & Co., as DTC’s nominee.

Exchange notes that are issued as described below under “Exchange of Global Securities for Certificated Securities” will be issued in the form of registered definitive certificates, known as “certificated securities.” Upon the transfer of certificated securities, such certificated securities may, unless the global securities have previously been exchanged for certificated securities, be exchanged for an interest in the global securities representing the principal amount of exchange notes being transferred as described in the indenture.

Persons holding interests in the global securities may hold their interests directly through DTC or indirectly through organizations that are participants in DTC.

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we, the trustee, nor any exchange agent or registrar takes any responsibility for these operations or procedures, and holders of securities are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is (1) a limited purpose trust company organized under the laws of the State of New York, (2) a “banking organization” within the meaning of the New York Banking Law, (3) a member of the Federal Reserve System, (4) a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and (5) a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s participants include securities brokers and dealers, including the initial purchaser, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies, referred to as “indirect participants,” that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.

Ownership of the exchange notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC, with respect to the interests of participants, and the records of participants and the indirect participants, with respect to the interests of persons other than participants.

The laws of some jurisdictions may require that some types of purchasers of exchange notes take physical delivery of the securities in definitive form. Accordingly, the ability to transfer interests in exchange notes represented by a global security to these persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in securities represented by a global security to pledge or transfer the interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of the interest, may be affected by the lack of a physical definitive security in respect of the interest.

So long as DTC or its nominee is the registered owner of a global security, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by the global security for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global security will not be entitled to have securities represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of certificated securities, and will not be considered the owners or

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holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture. Accordingly, each holder owning a beneficial interest in a global security must rely on the procedures of DTC and, if the holder is not a participant or an indirect participant, on the procedures of the participant through which the holder owns its interest, to exercise any rights of a holder of exchange notes under the indenture or the global security.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the exchange notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of exchange notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the exchange notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between the participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised us that it will take any action permitted to be taken by a holder of exchange notes only at the direction of one or more participants to whose account DTC has credited the interests in the global securities and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the exchange notes, DTC reserves the right to exchange the global securities for exchange notes in certificated form, and to distribute such exchange notes to its participants.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global securities among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Securities for Certificated Securities

Global securities are exchangeable for definitive exchange notes in registered certificated form if:

(1) DTC (a) notifies us that it is unwilling or unable to continue as depositary for the global securities or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case we fail to appoint a successor depositary;

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(2) we, at our option, notify the trustee in writing that it elects to cause the issuance of the certificated securities; or

(3) there shall have occurred and be continuing a Default or Event of Default with respect to the exchange notes.

In addition, beneficial interests in a global securities may be exchanged for certificated securities upon prior written notice given to the trustee by or on behalf of DTC in accordance with the Indenture. In all cases, certificated securities delivered in exchange for any global securities or beneficial interests in global securities will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

We will make payments in respect of the exchange notes represented by the global securities (including principal, premium, if any, interest and liquidated damages, if any) by wire transfer of immediately available funds to the accounts specified by the holder of global securities. The Company will make all payments of principal, interest and premium and liquidated damages, if any, with respect to certificated securities by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder’s registered address. We expect that secondary trading in any certificated securities will also be settled in immediately available funds.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in global securities from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in global securities by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

General

The following summary describes the material United States federal income tax consequences relevant to the exchange of the original notes for exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all potential tax effects. The following discussion is based on the provisions of the Code and related United States Treasury regulations, administrative rulings and judicial decisions now in effect, changes to which subsequent to the date hereof may affect the tax consequences described herein.

This discussion does not describe all the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules under United States federal income tax law, such as (1) dealers in securities or currencies, (2) financial institutions, (3) investors in partnerships or other pass-through entities, (4) tax-exempt organizations or pension plans, (5) insurance companies, (6) persons holding exchange notes as a hedge or as part of a straddle, constructive sale, conversion transaction or other risk management transaction, (7) United States holders whose “functional currency” is not the U.S. dollar, and (8) certain former citizens or residents of the United States. Furthermore, this discussion does not address alternative minimum taxes or any state, local, foreign or other United States tax laws.

An exchange of original notes for exchange notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. Consequently, holders will not recognize any taxable gain or loss as a result of exchanging original notes for exchange notes pursuant to the exchange offer. The holding period of the exchange notes will include the holding period of the original notes, and the tax basis in the exchange notes will be the same as the tax basis in the original notes immediately before the exchange.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE

UNITED STATES FEDERAL INCOME AND OTHER TAX CONSEQUENCES OF THE

EXCHANGE OFFER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS

THE EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER UNITED STATES TAX

LAWS, OR ANY APPLICABLE TAX TREATY.

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PLAN OF DISTRIBUTION

Based on interpretations of the SEC staff in no-action letters issued to third parties, we believe that you may resell or otherwise transfer the exchange notes issued in the exchange offer for outstanding notes pursuant to this exchange offer without further compliance with the registration and prospectus delivery requirements of the Securities Act if:

(1)(a) you acquire exchange notes in the ordinary course of your business,

(b) you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of exchange notes; and.

if you are not:

(2)(a) our affiliate within the meaning of Rule 405 under the Securities Act,

(b) a broker-dealer who acquired original notes as a result of market-making or other trading activities, or

(c) a broker-dealer who acquired exchange notes directly from us.

The information described above concerning interpretations of and positions taken by the SEC staff is not intended to constitute legal advice. Broker-dealers and others should consult their own legal advisors with respect to these matters.

If you wish to exchange your original notes for exchange notes in the exchange offer, you will be required to make representations to us as described in “The Exchange Offer—Procedures for Tendering” and “—Your Representations to Us” of this prospectus and in the letter of transmittal. In addition, if a broker-dealer receives exchange notes for its own account in exchange for original notes that were acquired by it as a result of market-making activities or other trading activities, it will be required to acknowledge that it will deliver a prospectus in connection with any resale by it of such exchange notes. A broker-dealer may use this prospectus, as amended or supplemented, in connection with these resales, and all dealers effecting transactions in the exchange notes may be required to deliver a prospectus, as amended or supplemented for 180 days following consummation of the exchange offer. For the 180 days following the consummation of the exchange offer, Fisher Communications and the subsidiary guarantors will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Fisher Communications and the subsidiary guarantors have agreed to pay all expenses incident to the exchange offer (including certain expenses of counsel for the initial purchaser) other than dealers’ and brokers’ discounts, commissions and counsel fees and will indemnify the holders of the exchange notes (including any broker-dealer) against certain liabilities, including liabilities under the Act.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions:

• in the over-the-counter market,

• in negotiated transactions,

• through the writing of options on the exchange notes, or

• a combination of such methods of resale.

The prices at which these sales occur may be:

• at market prices prevailing at the time of resale,

• at prices related to such prevailing market prices, or

• at negotiated prices.

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Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that it received for its own account in the exchange offer and any broker or dealer that participates in a distribution of exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and special reports, as well as registration and proxy statements and other information, with the SEC. These reports, statements and other information may be inspected and copied at prescribed rates from the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. These materials may also be accessed electronically by means of commercial document retrieval services and the SEC’s website on the Internet at http://www.sec.gov.

INCORPORATION BY REFERENCE

On December 20, 2004, we filed with the SEC a registration statement on Form S-4 of which this prospectus is a part. This prospectus does not contain all the information in the registration statement. We have omitted parts of the registration statement, as permitted by the rules and regulations of the SEC. You may inspect and obtain a copy of the registration statement, including exhibits, at the SEC’s public reference facilities or its website as described above. Our statements in this prospectus about the contents of any contract or other document are not necessarily complete. You should refer to the copy of each contract or other document we have filed as an exhibit to the registration statement for complete information.

The SEC allows us to “incorporate by reference” into this prospectus the information that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is considered a part of this prospectus, except for any information superseded by information contained directly in this prospectus or in a later filed document incorporated by reference in this prospectus. Later information that we file with the SEC after the date of this prospectus will automatically update and supersede this information. In particular, you should be aware that the section entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations” and our financial statements included in our annual report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 12, 2004, have been superseded by the information filed with our current reports on Form 8-K, filed with the SEC on September 2, 2004 and September 17, 2004, respectively. We incorporate by reference the documents listed below, all filings filed by us pursuant to the Exchange Act after the date of the initial registration statement filed with the SEC and prior to effectiveness of the registration statement, and any future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until the later of the consummation of the exchange offer and the termination of the period during which broker-dealers may use this prospectus for resales:

• Our annual report on Form 10-K for the year ended December 31, 2003, filed with the SEC on March 12, 2004, as amended on Form 10-K/A filed with the SEC on August 26, 2004;

• Our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 19, 2004;

• Our quarterly reports on Form 10-Q for the quarters ended (i) March 31, 2004, filed with the SEC on May 10, 2004, (ii) June 30, 2004, filed with the SEC on August 9, 2004 and (iii) September 30, 2004, filed with the SEC on November 9, 2004; and

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• Our current reports on Form 8-K filed with the SEC on January 2, 2004, April 19, 2004, September 2, 2004, September 17, 2004, September 21, 2004 and November 5, 2004 (with respect to Item 1.02 disclosure only), respectively.

Copies of the documents listed above are also available free of charge through the investor relations page on our website (www.fsci.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. In addition, you can obtain the documents referenced above by contacting us as described on the inside cover page of this prospectus.

LEGAL MATTERS

The validity of the exchange notes being offered hereby will be passed upon for Fisher Communications, Inc. by Perkins Coie LLP, Seattle, Washington.

EXPERTS

The financial statements and financial statement schedule incorporated in this prospectus by reference to Fisher Communications, Inc.’s Current Report on Form 8-K dated September 17, 2004 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus in connection with the exchange offer, and, if given or made, such information or representations must not be relied upon as having been authorized by Fisher Communications, Inc. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer or a solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstance create an implication that there has been no change in the affairs of Fisher Communications, Inc. since the date hereof of this prospectus.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Fisher Communications, Inc.	1
Summary of the Exchange Offer	2
The Exchange Agent	5
The Exchange Notes	5
Risk Factors	7
Forward-Looking Information	17
Private Placement	18
Use of Proceeds	18
Ratio of Earnings to Fixed Charges	18
Capitalization	19
Selected Historical Consolidated Financial Data	20
Business	22
The Exchange Offer	39
Description of Certain Indebtedness	48
Description of Notes	50
Book-Entry; Delivery and Form	87
Certain United States Federal Income Tax Considerations	90
Plan of Distribution	91
Where You Can Find More Information	92
Incorporation by Reference	92
Legal Matters	93
Experts	93

FISHER COMMUNICATIONS, INC.

OFFER TO EXCHANGE ITS

8 ⁵/8% Senior Notes Due 2014

that have been registered under the

Securities Act of 1933, as amended

for any and all of its outstanding

8 ⁵/8% Senior Notes Due 2014

that were issued and sold in a transaction

exempt from registration

under the Securities Act of 1933, as amended

PROSPECTUS

                    , 2005

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (the WBCA) authorize a court to award, or a corporation’s board of directors to grant, indemnification to directors if the directors acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, or in the case of a criminal proceeding, if the directors had no reasonable cause to believe that their conduct was unlawful. Authority to indemnify under these provisions is sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933, as amended. Article IX of Fisher Communications’ bylaws provides for indemnification of its directors, officers and, in certain instances, employees to the maximum extent permitted by Washington law. The articles of incorporation of Fisher Media Services Company and Fisher Mills Incorporated, and the bylaws of Fisher Pathways Incorporated, Fisher Radio Regional Group Incorporated, Sam Wylde Flour Company, and Fisher Broadcasting Company, contain provisions permitting indemnification of directors to the maximum extent permitted by Washington law. The articles of incorporation of Fisher Properties Incorporated contain a provision permitting indemnification of directors to the maximum extent permitted by Washington law, as presently constituted.

Section 23B.08.320 of the WBCA authorizes a corporation to limit a director’s liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in circumstances where the director was involved in intentional misconduct, knowingly violated the law, made illegal corporate loans or distributions, or personally received a benefit in the form of money, property, or services to which the director was not legally entitled. The articles of incorporation of Fisher Communications, Fisher Broadcasting Company, Fisher Properties Incorporated, Fisher Media Services Company, Fisher Mills Incorporated, and Fisher Radio Regional Group Incorporated contain provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director’s liability to the corporation and its shareholders.

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted under standards set forth above, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine, that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL further provides that, to the extent a director or officer of a Delaware corporation has been successful in the defense of any action, suit or proceeding referred to in subsections 145(a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and

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reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such person or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) payments of unlawful dividends or unlawful stock repurchases or redemptions, or (iv) any transaction from which the director derived an improper personal benefit.

Section 10 of the bylaws of Civia, Inc. contains provisions indemnifying Civia’s directors to the full extent permitted by the DGCL. Article 12 of Civia’s certificate of incorporation provides, to the full extent permitted by the DGCL, for the limitation or elimination of liability of directors to the corporation and its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 18-108 of the Delaware Limited Liability Company Act (DLLCA) provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands. Article 8.2 of the limited liability company agreements of Fisher Broadcasting Seattle TV LLC, Fisher Broadcasting Portland Radio LLC, Fisher Broadcasting Seattle Radio LLC, Fisher Broadcasting Portland TV LLC, Fisher Broadcasting Oregon TV LLC, Fisher Broadcasting Washington TV LLC, Fisher Broadcasting Idaho TV LLC, Fisher Broadcasting S.E. Idaho TV LLC, Fisher Broadcasting Georgia LLC, and Fisher Entertainment LLC indemnifies and holds harmless the manager, officers, employees, and other agents of the company against claims related to the performance or nonperformance of any act concerning the business or activities of the company, except when the indemnitee is guilty of fraud, deceit, gross misconduct, or willful malfeasance.

Each registrant’s officers and directors are covered by insurance (with certain exceptions and limitations) that indemnifies them against losses for which such registrant grants them indemnification and for which they become legally obligated to pay on account of claims made against them for wrongful acts committed before or during the policy period.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Reference is made to the Exhibit Index on page E-1.

Item 22. Undertakings

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, or the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant

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has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it becomes effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER COMMUNICATIONS, INC.
By:	/S/    WILLIAM W. KRIPPAEHNE, JR.
Name:	William W. Krippaehne, Jr.
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr., and Robert C. Bateman, or any of them, as his or her attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his or her name and on his or her behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	President, Chief Executive Officer and Director (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)
/S/    DEBORAH L. BEVIER         Deborah L. Bevier	Director
/S/    JAMES W. CANNON         James W. Cannon	Director
/S/    PHELPS K. FISHER         Phelps K. Fisher	Director
/S/    CAROL H. FRATT         Carol H. Fratt	Director
/S/    DONALD G. GRAHAM, JR.         Donald G. Graham, Jr.	Director

Signature	Title
/S/    DONALD G. GRAHAM, III         Donald G. Graham, III	Director
/S/    RICHARD L. HAWLEY         Richard L. Hawley	Director
/S/    JERRY A. ST. DENNIS         Jerry A. St. Dennis	Director
/S/    GEORGE F. WARREN, JR.         George F. Warren, Jr.	Director
/S/    WILLIAM W. WARREN, JR.         William W. Warren, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING COMPANY
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippahene, Jr.	Director

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – SEATTLE TV, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – SEATTLE RADIO, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – PORTLAND TV, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – OREGON TV, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – WASHINGTON TV, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING–IDAHO TV, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – S.E. IDAHO TV, L.L.C.
By:	/S/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER RADIO REGIONAL GROUP, INC.
By:	/s/    LARRY P. ROBERTS
Name:	Larry P. Roberts
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    LARRY P. ROBERTS         Larry P. Roberts	President (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER MEDIA SERVICES COMPANY
By:	/s/    KIRK G. ANDERSON
Name:	Kirk G. Anderson
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes William W. Krippaehne, Jr. and Robert C. Bateman, or any of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    KIRK G. ANDERSON       Kirk G. Anderson	President and Director (Principal Executive Officer)
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER PATHWAYS INC.
By:	/s/    ROBERT C. BATEMAN
Name:	Robert C. Bateman
Title:	Vice President of Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER PROPERTIES, INC.
By:	/s/    ROBERT C. BATEMAN
Name:	Robert C. Bateman
Title:	Vice President of Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER MILLS INC.
By:	/s/    ROBERT C. BATEMAN
Name:	Robert C. Bateman
Title:	Vice President of Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

SAM WYLDE FLOUR COMPANY, INC.
By:	/s/    ROBERT C. BATEMAN
Name:	Robert C. Bateman
Title:	Vice President of Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

CIVIA, INC.
By:	/s/    ROBERT C. BATEMAN
Name:	Robert C. Bateman
Title:	Vice President of Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – PORTLAND RADIO L.L.C.
By:	/s/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman and William W. Krippaehne, Jr., and each of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER BROADCASTING – GEORGIA, L.L.C.
By:	/s/    BENJAMIN W. TUCKER
Name:	Benjamin W. Tucker
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman and William W. Krippaehne, Jr., and each of them, as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    BENJAMIN W. TUCKER         Benjamin W. Tucker	President (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Broadcasting Company, the registrant’s manager

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 17^th day of December, 2004.

FISHER ENTERTAINMENT, L.L.C.
By:	/s/    ROBERT C. BATEMAN
Name:	Robert C. Bateman
Title:	Vice President of Finance

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes, appoints and authorizes Robert C. Bateman as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Registration Statement on Form S-4 and any amendments thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-4 has been signed by the following persons in the capacities indicated below on December 17, 2004.

Signature	Title
/S/    ROBERT C. BATEMAN         Robert C. Bateman	Vice President of Finance (Principal Executive, Accounting and Financial Officer)
/S/    WILLIAM W. KRIPPAEHNE, JR.         William W. Krippaehne, Jr.	Director of Fisher Media Services Company, the registrant’s manager

EXHIBIT INDEX

Exhibit Number	Description
3.1*	Articles of Incorporation (filed as Exhibit 3.1 to the Registration Statement on Form 10).
3.2*	Articles of Amendment to the Amended and Restated Articles of Incorporation filed December 10, 1997 (filed as Exhibit 3.2 of the Company’s Annual Report to Form 10-K for the fiscal year ended December 31, 1997).
3.3*	Articles of Amendment to the Amended and Restated Articles of Incorporation filed March 8, 2001 (filed as Exhibit 3.3 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
3.4*	Bylaws amended as of September 10, 2003 (filed as Exhibit 3.4 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2003)
3.5	Restated Articles of Incorporation of Fisher Broadcasting Company, as amended
3.6	Amended and Restated Bylaws of Fisher Broadcasting Company
3.7	Articles of Incorporation of Fisher Media Services Company
3.8	Amended and Restated Bylaws of Fisher Media Services Company
3.9	Articles of Incorporation of Fisher Mills Inc., as amended
3.10	Bylaws of Fisher Mills Inc.
3.11	Articles of Incorporation of Fisher Pathways, Inc., as amended
3.12	Amended and Restated Bylaws of Fisher Pathways, Inc.
3.13	Articles of Incorporation of Fisher Properties, Inc., as amended
3.14	By-Laws of Fisher Properties, Inc.
3.15	Articles of Incorporation of Fisher Radio Regional Group Inc., as amended
3.16	Amended and Restated Bylaws of Fisher Radio Regional Group Inc.
3.17	Articles of Incorporation of Sam Wylde Flour Company, Inc.
3.18	Bylaws of Sam Wylde Flour Company, Inc.
3.19	Certificate of Incorporation of Civia, Inc.
3.20	Bylaws of Civia, Inc.
3.21	Limited Liability Company Agreement of Fisher Broadcasting – Seattle Radio, L.L.C., as amended
3.22	Limited Liability Company Agreement of Fisher Broadcasting – Seattle TV, L.L.C., as amended
3.23	Limited Liability Company Agreement of Fisher Broadcasting – Portland TV, L.L.C., as amended
3.24	Limited Liability Company Agreement of Fisher Broadcasting – Portland Radio, L.L.C., as amended
3.25	Limited Liability Company Agreement of Fisher Broadcasting – Oregon TV, L.L.C., as amended
3.26	Limited Liability Company Agreement of Fisher Broadcasting – Washington TV, L.L.C., as amended
3.27	Limited Liability Company Agreement of Fisher Broadcasting – Idaho TV, L.L.C., as amended
3.28	Limited Liability Company Agreement of Fisher Broadcasting – S.E. Idaho TV, L.L.C., as amended

E-1

Exhibit Number	Description
3.29	Limited Liability Company Agreement of Fisher Broadcasting – Georgia, L.L.C., as amended
3.30	Limited Liability Company Agreement of Fisher Entertainment, L.L.C.
4.1*	Indenture relating to Fisher Communications, Inc.’s 8 5/8% Senior Notes Due 2014, dated as of September 20, 2004 (filed as Exhibit 4.1 to the Current Report on Form 8-K dated September 20, 2004).
4.2*	Registration Rights Agreement among Fisher Communications, Inc., its domestic subsidiaries listed on Schedule 1 thereto and Wachovia Securities, Inc., dated September 20, 2004 (filed as Exhibit 4.2 to the Current Report on Form 8-K dated September 20, 2004)
4.3	Form of Fisher Communications, Inc.’s 8 5/8% Exchange Note due 2014
5.1	Form of Opinion of Perkins Coie LLP as to legality of the Exchange Notes issued by Fisher Communications, Inc.
8.1	Opinion of Perkins Coie LLP, special tax counsel, as to certain U.S. federal income tax matters
12.1	Computation of ratio of earnings to fixed charges
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Perkins Coie LLP contained in Exhibit 8.1 and form of consent contained in Exhibit 5.1
24.1	Power of Attorney (contained on signature pages)
25.1	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the indenture
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to DTC Participants
99.4	Form of Letter to Clients

* Incorporated by Reference

E-2

EX-3.5

Exhibit 3.5

OUTLINE OF THE

RESTATED ARTICLES OF INCORPORATION

OF FISHER BROADCASTING COMPANY

AS OF FEBRUARY 16, 2001

ARTICLE I	NAME	1
ARTICLE II	PURPOSES AND OBJECTS	1
ARTICLE III	CAPITAL STOCK	3
ARTICLE IV	TIME	7
ARTICLE V	DIRECTORS AND BYLAWS	7
ARTICLE VI	PRINCIPAL PLACE OF BUSINESS	8
ARTICLE VII	PERSONAL LIABILITY OF DIRECTORS	8

RESTATED ARTICLES OF INCORPORATION

OF

FISHER BROADCASTING COMPANY

ARTICLE I.

Name

The name of the corporation shall be FISHER BROADCASTING COMPANY

ARTICLE II.

Purposes and Objects

1. To construct, own, maintain and operate radio broadcasting stations, television broadcasting stations and facsimile broadcasting stations; to carry on the business of and deal in any part or parts of the world as the corporation may determine, wireless telegraph, wireless telephone, radio telegraph, radio broadcasting, television broadcasting and facsimile broadcasting in all their branches, and in any other form of wireless, electronic, radio and television communication, transmission and the like which may hereafter be developed, invented or improved; to construct, own and operate telephone and telegraph lines and plants; to engage in the business of buying, selling, exchanging, leasing, hiring, operating and otherwise dealing in radio, television, recording, photographic, electronic, electrical and mechanical instruments, equipment and apparatus of all kinds and of any other goods, wares and merchandise of whatsoever kind and nature; to manufacture, construct, remodel and repair radio, television, recording, photographic, electronic, electrical and mechanical instruments, equipment and apparatus of all kind and nature; to act as the agent of other persons, partnerships and/or corporations for the purchase, sale and exchange of such radio, television, recording, photographic, electronic, electrical and mechanical instruments, equipment and apparatus of all kinds and any other person, partnership and/or corporations to carry out any and/or all of the objects and purposes above mentioned; to conduct, engage in and carry on commercial, mercantile and manufacturing businesses of any and every kind; generally to engage in and carry on any lawful business or trade which may, in the judgment of the Board of Directors, at any time be necessary, useful or advantageous in connection with the accomplishment of the purposes and objects of this corporation, whether or not such business or trade is similar in nature to the purposes and objects heretofore set forth in Article II.

2. To acquire, own, mortgage, sell, lease and otherwise dispose of patents, and patent rights, for radio, telephone and telegraph businesses.

3. To purchase, own, sell, lease, rent and otherwise dispose of any, and all, kinds of property, real, personal or mixed.

4. To acquire the business, good-will, rights, property and plants of all kinds of any person, firm or corporation, on such terms as may be agreed upon, and to pay for the same in cash, stocks, bonds, debentures, or other securities of this corporation, or otherwise; and to carry on any business so acquired.

5. To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of indebtedness created by any other corporation, or corporations, of this or any other state, territory or country; and to exercise all the rights, powers and privileges of ownership, including the right to vote any stock owned by this corporation; to aid in any lawful manner such corporations; and to do all legal acts and things designed for the preservation, protection, improvement, development or enhancement of the value of the assets of any such corporation, or its stocks, bonds, securities, evidences of indebtedness, contracts, obligations or business.

6. To acquire by purchase, subscription or otherwise, and to hold as an investment, the stock in any other corporation, and any bonds, securities or evidences of indebtedness created or issued by any other corporation; and to allow any other corporation to subscribe for, own and vote shares of stock of this corporation. To purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any, and all, such stocks, bonds, securities, subscriptions, evidences of indebtedness, or any part thereof. To mortgage any and all of its property, real, personal or mixed; to purchase any kind of property, subject to any mortgage or pledge, and to obligate itself to pay the same.

7. To borrow money to any extent that it may deem advisable; to incur indebtedness in any manner, and to secure payment of the same in any lawful manner, including the issue and sale, or other disposition of its own stock, and of its bonds, warrants, debentures, obligations, negotiable and transferable instruments, and other evidences of indebtedness of all kinds, whether secured by mortgage, pledge, deed of trust, or otherwise; to engage in the business of manufacturing and merchandising and in the lending of money; to join or consolidate with, and to enter into any agreement not in contravention of law, with any firm, association or corporation, in and about the carrying on of any and all kinds of business which this corporation may desire to aid, assist or promote, and which it might by itself do; to engage in and carry on any kind of business carried on by any corporation in which this corporation may have any interest, and which the laws of the State of Washington permit a corporation with non-par-value stock to engage in or carry on; to do each and every thing whatsoever which may at any time be, or become, necessary, convenient or advisable for it to do in order to accomplish or carry out all, or any, of the objects or purposes, or exercise any, or all, of the powers hereinbefore mentioned, as well as each and every of the powers expressly or implied conferred in or by the laws of the State of Washington in relation to similar corporations, or corporations doing substantially similar business.

8. To advance or lend money with or without security and to aid endorsement, guaranty or otherwise, any corporation, association, firm, entity or individual.

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ARTICLE III.

Capital Stock

The total number of shares of stock authorized and which may be issued by the corporation is seventy thousand (70,000), of which thirty-five thousand (35,000) shares are Participating Preferred Stock of the par value of thirty dollars ($30.00) per share and thirty-five thousand (35,000) shares are Common Stock of thirty dollars ($30.00) par value. Description of said classes of stock and the relative rights, voting power, preferences and restrictions granted to or imposed upon the shares of each class are as follows:

1(a) The holders of the Participating Preferred Shares in preference to the holders of the Common Stock shall be entitled to receive as and when declared by the Board of Directors out of any funds of this corporation at the time legally available therefor, cash dividends at the rate of six dollars ($6.00) per share per year, payable quarterly on the 1st day of April, July, October and January, respectively, in each year, from the date on which such stock shall have been issued, before any dividends shall be declared or paid upon or set apart for the Common Stock; provided that with respect to the initial issue of such shares, the date of issue shall be deemed to be January 1, 1967. Such dividends shall be cumulative (whether or not in any quarterly dividend period there shall be funds of the corporation legally available for the payment of such dividends) from January 1, 1967, as to all shares initially issued (the first such dividend on such shares to be payable April 1, 1967) and otherwise from the quarterly dividend payment date next preceding the date of issue of such shares.

Such dividends shall be payable before any dividends shall be declared or paid upon or set apart for the Common Shares, and shall be cumulative, so that if in any quarter or quarters dividends upon the outstanding Participating Preferred Shares at the rate of six dollars ($6.00) per annum per share thereof shall not have been paid thereon or declared and set apart therefor, the amount of the deficiency shall be fully paid or declared and set apart for payment, but without interest, before any distribution, whether by way of dividends or otherwise shall be declared or paid upon, or set apart for, the Common Shares.

1(b) In addition to the Preferred Dividends provided for in 1(a) above, the holders of the Participating Preferred Stock shall be entitled to participate in the manner and only to the extent hereinafter set forth in the earnings of the corporation over and above the earnings required to meet the $6.00 per annum cumulative dividend requirement of the Participating Preferred Stock provided for in 1(a) above, as follows:

(i) The from-time-to-time net earnings of the “Portland Division” (hereinafter defined) of the corporation developed after January 1, 1967, if any, in excess of the $6.00 per share yearly amount required to cover the Preferred Dividends on the issued and outstanding Participating Preferred Stock shall be considered as attributable to the Participating Preferred Stock in the manner and to the extent hereinafter provided. Such net excess earnings shall be credited to a bookkeeping account designated as the “Portland Excess Earnings Account”, which

3

account shall also from time to time be debited with appropriate charges against it such as amounts required to pay the $6.00 per share Participating Preferred Dividends and any thereafter accruing net “Portland Division” operational losses.

(ii) The from-time-to-time excess, if any, in said “Portland Excess Earnings Account” at the beginning of each corporate tax year above a total amount of One Million Nine Hundred Thirty-Two Thousand Dollars ($1,932,000) shall also be credited to a bookkeeping account designated as the “Portland Earnings Available for Dividend Account.”

(iii) Commencing as of the time that there is first credited any amount to said “Portland Earnings Available for Dividend Account”, there shall also be established (for the purpose of computation of relative dividend payments on each class of stock) a bookkeeping account entitled “Overall Available for Dividends Account”, to which fund there shall from such time forward be credited the from time to time total earned and paid-in surplus of the corporation as of the beginning of each corporate tax year less, however, the amount of One Million Nine Hundred Thirty-Two Thousand Dollars ($1,932.000) or such lesser amount as then stands to the credit of the “Portland Excess Earnings Account.

(iv) With respect to any dividend declared when, as of the beginning of the corporate tax year during which the dividend was declared, any amount was then credited to the “Portland Earnings Available for Dividend Account,” such a dividend shall be declared ratably on both the Participating Preferred Stock and the Common Stock so that the total amount of the dividend paid on all shares of the issued and outstanding Participating Preferred Stock shall bear that ratio to the total amount of the dividend paid on the issued and outstanding shares of both classes of stock as the two funds, as of the beginning of the corporate tax year, bear to each other, that is, in the ratio that the then amount of the “Portland Earnings Available for Dividend Account” bears percentage wise to the then amount of the “Overall Available for Dividends Account”. The “Portland Earnings Available for Dividend Account” and the “Portland Excess Earnings Account” shall each be charged with the total amount of such dividends from time-to-time paid on the shares of the Participating Preferred Stock and the “Overall Available for Dividends Account” shall be charged with the total amount of the dividends from time to time paid on both classes of stock.

(v) For the purposes of the foregoing subparagraph (iv) above, there shall at all times from January 1, 1967 on be reflected upon the books of the corporation as a separate corporate accounting division the operations of the Portland Division (the former Fisher Broadcasting Company operation). Insofar as possible for accounting purposes, the books and records of such Division shall be maintained as if said Portland Division had continued operations after January 1, 1967, as a separate subsidiary corporation of this corporation with all allocations of income, expenses and taxes to be made accordingly in accordance with good accounting practices. Provided, however, that with respect to the amount of the accumulated carry-forward loss as of December 31, 1966, of Fisher Broadcasting for income tax purposes, the Portland Division operations shall have the benefit thereof, as eventually covered by its net earnings, to the fall extent that such loss is availed of by Fisher’s Blend or its parent, Fisher

4

Flouring Mills Company (as a result of consolidated returns, or otherwise) even though time limitations would have otherwise applied. Any allocation of general overhead expenses shall be made in as realistic a manner as possible as if the relationship between the Portland Division and the other operations of the corporation were at arm’s length. Any and all items involving an allocation of general overhead expenses may be reviewed by the KATU Executive Committee of the Board of Directors (such Committee to be provided for in the Bylaws of the corporation) and in the event that a majority of such Committee does not approve of the proposed allocation, the matter shall be presented by the Board of Directors to an independent firm of Certified Public Accountants acceptable to both the Executive Committee of the Portland Division and the Board of Directors whose determination with respect to such matter shall be determinative of such allocation. The cost and expenses of any such determination shall be attributable equally to the Portland Division and the balance of the corporate operation.

1(c) Except as provided with respect to dividends on the Participating Preferred Stock as in this section 1 hereinabove provided and except further that no dividend shall be declared that will result in reducing the earned and paid-in surplus of the corporation below the amount of $1,932,000 or such lesser amount as may then stand to the credit of the “Portland Excess Earnings Account,” the holders of the Common Stock shall be entitled to receive out of the surplus or net profits of the corporation available for the purpose, such dividends as may from time to time be declared by the Board of Directors; and the holders of the Common Stock shall be entitled to share ratably in any dividends so declared to the exclusion, except as above provided, of the holders of the Preferred Stock; it being the intent that the paid-in and earned surplus existing as of January 1, 1967, together with the net earnings of the corporation from January 1, 1967 on, less only net earnings of the “Portland Division” and less only such portion, if any, of the entire earnings of the corporation required to meet the $6.00 per share Preferred Dividend on the Participating Preferred Stock (if not covered by the net earnings of the Portland Division) shall be deemed attributable for all purposes to the Common Stock.

2. The Participating Preferred Stock shall be preferred over the Common Stock as to assets and in the event of any liquidation or dissolution or winding up of the corporation (whether voluntary or involuntary), the holders of such Participating Preferred Stock shall be entitled to receive before any distribution of the assets shall be made to the holders of the Common Stock out of the assets of the corporation available for distribution to its stockholders, an amount equal to (1) the par value thereof ($30.00 per share) plus (2) the amount, after any appropriate debit as to (3) below, of the then “Portland Excess Earnings Account” up to only, however, a total amount of $1,932,000 and plus (3) all $6.00 Preferred Dividends accrued in arrears on such Participating Preferred Stock. After payment in full of the amounts hereinabove stated to be payable with respect to the Participating Preferred Stock, the holders of the Common Stock shall be entitled to the exclusion of the holders of the Participating Preferred Stock, except as in the next sentence hereof provided, to all the assets of the corporation then remaining. In addition to the preference over Common Stock as to assets in this subsection 2 hereinabove provided, the holders of the Participating Preferred Stock shall be entitled to share ratably with the holders of the Common Stock in the same proportion as such holders would have shared, if a regular dividend had been declared which was subject to section 1(b) hereof in any distribution

5

which, in effect, represents a distribution of earned surplus to which such Participating Preferred shareholders would have been entitled to share in ratably in the event such distributions were made as dividends under said preceding section l(b). For the purpose hereof, any such distribution deemed to have been so made from such earned surplus, shall be with respect only to distributions made after the holders of the Common Stock shall have first received an amount equal to the par value thereof.

3. Except as hereinafter provided, each holder of the Participating Preferred Stock shall at all times and for all purposes be entitled to one-third (1/3) of one vote for each share of such Preferred Stock then of record in his name on the books of the corporation; and except as hereinafter otherwise provided, each holder of Common Stock shall at all times and for all purposes be entitled to one (1) vote for each share of Common Stock then of record in his name on the books of the corporation. Notwithstanding the foregoing, the holders of the Participating Preferred Stock shall vote separately and as a group for four (4) of the total number of members of the Board of Directors of the corporation and which four (4) so elected shall also be members of the KATU Executive Committee. Likewise, with respect to the other directors, the holders of the Common Stock shall have the right as a class voting alone to elect all of the other members of the board of directors and such number of directors so elected shall also be members of the KOMO Executive Committee. With respect to both of the foregoing (the election of directors by the Preferred Stock and by the Common Stock), each holder of the Preferred Stock and each holder of the Common Stock shall with respect thereto in the election of directors be entitled to one (1) vote for each share of such stock then of record in his name on the books of the corporation. Otherwise, except as with respect to the election of directors, voting rights shall be as otherwise provided in this paragraph.

4. In The event of a sale of the Portland operation necessitating the cessation of the Portland Division, or of a merger of this corporation with another corporation of a nature which would make impossible or undesirable the continuation of the allocation of profits with respect to the Portland Division as provided herein, then and in that event this corporation, at the option of the Board of Directors with respect to any such merger but otherwise mandatory, shall or may redeem the whole of the outstanding Participating Preferred Shares at such time or as soon thereafter as feasible by paying in cash therefor, ratably per share, an amount equal to (1) the par value ($30.00 per share), plus (2) the amount after any appropriate debit as to (3) below of the then “Portland Excess Earnings Account” up to only, however, a total amount equal to One Million Nine Hundred Thirty-Two Thousand Dollars ($1,932,000) and plus (3) all $6.00 Preferred Dividends accrued in arrears on such Participating Preferred Stock, and plus (4) the further sum, if any, as clearly represents the consideration received by the corporation as a result of the sale, exchange or other disposition of the properties and business of the Portland Division in excess of the foregoing total amount of (1), (2) and (3) above. In the event such amount is not readily ascertainable, then the four (4) directors elected by the vote of the Participating Preferred Stock shall meet with the other directors in an attempt to agree upon such amount. If by vote of a majority of each such group such an agreement cannot be reached within thirty (30) days after the time the matter is first presented, then any such additional amount shall be submitted to an arbitrator for arbitration or decision in such manner as said arbitrator shall determine, with the

6

benefit of such independent investigation of the facts as he may undertake; and the arbitrator shall have the right to hire accountants or other experts as he shall deem necessary to assist him in making any determination. The determination of the arbitrator shall be conclusive and binding. The arbitrator shall also determine which class of stock is to bear the expense of such determination and the amount to be borne, if any, by each class of stock. His determination as to such matter shall be determined as he sees fit in his best discretion based upon the facts which he thinks should be determinative of the matter. The arbitrator shall be selected in the following manner: if the directors elected by the vote of the Participating Preferred Stock cannot agree with the directors elected by the vote of the Common Stock on an arbitrator, such respective groups of directors shall each, as soon as reasonably possible thereafter and not later than thirty (30) days, submit to the other a list in alphabetical order of five (5) active members of either the Washington State Bar Association or the Oregon State Bar Association who are acceptable as arbitrators. If both groups submit lists, the arbitrator shall be the attorney whose name appears on both lists. If no name appears on both lists, the respective groups of directors, as soon as reasonably feasible, shall submit new lists repeating such process until an arbitrator is selected. In the event that the person so selected shall, for any reason, refuse or cease to act before a determination is made, then a second arbitrator shall be selected who shall be the attorney, if any, whose name appears on both parties’ lists next below that of the initially selected arbitrator, or if none, the selection process shall be repeated in the manner aforesaid. If either group fails or refuses to submit any list within a period of ten (10) days after written request from the other group of directors to do so, then the arbitrator shall be the first attorney named in the list submitted by the other group of directors and his successors, if any, shall be the other attorneys so named in the order named.

ARTICLE IV.

Time

The duration of this corporation, that is to say, its time of existence, shall be perpetual.

ARTICLE V.

Directors and Bylaws

1. The number of directors of the corporation shall be fixed by its Bylaws and may be changed from time to time in the manner provided by its Bylaws, but the number of said directors shall never be fewer than one (1) nor more than fifteen (15).

2. In furtherance and not in limitation of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to make, alter and repeal the Bylaws of this corporation subject to the power of the stockholders of this corporation to change or repeal such Bylaws.

7

ARTICLE VI

Principal Place of Business

The name of the City and County in which the principal place of business of the Company is to be, and shall be, located is the City of Seattle, County of King, and State of Washington.

ARTICLE VII

Personal Liability of Directors

Personal liability of a Director of this Corporation to the Corporation or its shareholders for monetary damages for the conduct of such Director, as a Director of this Corporation, is hereby eliminated to the full extent authorized by RCW Section 23A.12.020(d).

IN WITNESS WHEREOF, this Restated Articles of Incorporation, restates and integrates the provisions of the corporation’s Articles of Incorporation and all Amendments to them in accordance with Section 23B.10.070 of the Washington Business Corporation Act.

DATED this 16^th day of February, 2001.

FISHER BROADCASTING COMPANY
By:	/s/ Sharon J. Johnston
	Secretary

8

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

FISHER BROADCASTING INC.

THESE ARTICLES OF AMENDMENT of the Articles of Incorporation of FISHER BROADCASTING INC. a Washington corporation, are hereby executed and delivered for filing in accordance with the provisions of Section 23B.10.060 of the Washington Business Corporation Act:

1. The name of the corporation is FISHER BROADCASTING INC.

2. Article I of the Articles of Incorporation of the corporation is hereby amended to read as follows:

ARTICLE I

Name

The name of the corporation is FISHER BROADCASTING COMPANY.

3. The above amendment was adopted on February 16, 2001.

4. The above amendment was duly approved by the Board of Directors of the corporation, without shareholder action, in accordance with the provisions of Section 23B.10.020(5) of the Washington Business Corporation Act. Shareholder action was not required to effect this amendment.

DATED this 7^th day of March, 2001.

FISHER BROADCASTING INC.
By:	/s/ William W. Krippaehne, Jr.
	William W. Krippaehne, Jr.
	Its Chairman and Chief Executive Officer

ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF FISHER BROADCASTING COMPANY FILED SECRETARY OF STATE JUN 06 2001 STATE OF WASHINGTON

THESE ARTICLES OF AMENDMENT of the Articles of Incorporation of FISHER BROADCASTING COMPANY, a Washington corporation, are hereby executed and delivered for filing in accordance with the provisions of Section 23B.10.060 of the Washington Business Corporation Act:

1. The name of the corporation is FISHER BROADCASTING COMPANY.

2. Article V, of the Articles of Incorporation of the corporation is hereby revised in its entirety and amended to read as follows:

ARTICLE V

A. The number of directors of the corporation shall be fixed by its Bylaws and may be changed from time to time in the manner provided by its Bylaws, but the number of said directors shall never be fewer than one (1) nor more than fifteen (15).

3. The above amendment was adopted on February 16, 2001.

4. The amendment was duly approved by the sole shareholder of the corporation in accordance with the provisions of Sections 23B.10.030 and 23B. 10.040 of the Washington Business Corporation Act.

DATED this 4^th day of June, 2001.

FISHER BROADCASTING COMPANY
By:	/s/ William W. Krippaehne, Jr.
	William W. Krippaehne, Jr.
	Its Chairman and Chief Executive Officer

EX-3.6

Exhibit 3.6

AMENDED AND RESTATED

BYLAWS

OF

FISHER BROADCASTING COMPANY

February 21, 2002

1

TABLE OF CONTENTS

		Page
ARTICLE I SHAREHOLDERS’ MEETINGS		1
1.1.	Place	1
1.2.	Annual Meeting	1
1.3.	Special Meetings	1
1.4.	Notices of Meetings	1
1.5.	Waiver of Notice	2
1.6.	Adjourned Meetings	2
1.7.	Quorum of Shareholders	2
1.8.	Voting of Shares	2
1.9.	Action Without Meeting	3
ARTICLE II BOARD OF DIRECTORS		3
2.1.	Number and Qualifications	3
2.2.	Election - Term of Office	3
2.3.	Vacancies	3
2.4.	Annual Meeting	3
2.5.	Regular Meetings	3
2.6.	Special Meetings	3
2.7.	Notice of Meetings	3
2.8.	Waiver of Notice	4
2.9.	Quorum of Directors; Attendance by Means of Communications Equipment	4
2.10.	Dissent by Directors	4
2.11.	Action Without Meeting	4
2.12.	Committees	5
ARTICLE III OFFICERS		5
3.1.	Officers Enumerated - Appointment	5
3.2.	Qualifications	5
3.3.	President	5
3.4.	Vice President	6
3.5.	Secretary	6
3.6.	Treasurer	6
3.7.	Other Officers and Agents	6
3.8.	Removal of Officers	6
3.9.	Vacancies	6
3.10.	Salaries	6
ARTICLE IV BUSINESS OF THE CORPORATION		7
4.1.	Obligations	7
4.2.	Contracts	7
4.3.	Loans to Corporation	7

1

4.4.	Checks and Drafts	7
ARTICLE V INDEMNIFICATION		7
ARTICLE VI STOCK		7
6.1.	Certificate of Stock	7
6.2.	Legend on Certificates of Stock	8
6.3.	Transfer	8
6.4.	Shareholders of Record	8
6.5.	Loss or Destruction of Certificates	8
6.6.	Record Date and Transfer Books	8
6.7.	Regulations	9
6.8.	Preemptive Rights	9
ARTICLE VII BOOKS AND RECORDS		9
7.1.	Records of Corporate Meetings and Share Register	9
7.2.	Reliance on Records	9
ARTICLE VIII CORPORATE SEAL		9
ARTICLE IX AMENDMENTS		9
9.1.	By the Shareholders	9
9.2.	By the Board of Directors	9
ARTICLE X FISCAL YEAR		10

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AMENDED AND RESTATED

BYLAWS

OF

FISHER BROADCASTING COMPANY

(Incorporated Under the Laws of Washington)

ARTICLE I

SHAREHOLDERS’ MEETINGS

1.1. Place. Shareholders’ meetings will be held at the principal office of the corporation, or at any other location within or without the State of Washington as determined by the Board of Directors and stated in the notice of meeting.

1.2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors to succeed those whose terms then expire and for the transaction of any other business as may properly come before the meeting will be held each year in May or at such other time as designated by the Board of Directors. Failure to hold an election of directors at the annual meeting of the shareholders, or failure to hold an annual meeting of the shareholders at the time stated in these Bylaws, through oversight or otherwise, does not affect the validity of any corporate action, and a meeting of the shareholders may be held at a later date for the election of directors and for the transaction of any other business that may properly come before the meeting. Any election held or other business transacted at a later meeting will be as valid as if done or transacted at the annual meeting of the shareholders. Any later meeting will be called in the same manner as a special meeting of the shareholders, and notice of the time, place, and purpose of the meeting will be given in the same manner as notice of a special meeting of the shareholders.

1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the President, any member of the Board of Directors, or by holders of not less than 10% of all shares of stock of the corporation entitled to vote on any issue proposed to be considered at the meeting.

1.4. Notices of Meetings. Notice stating the date, time, and place of the meeting, any information required by the corporation’s Articles of Incorporation or these Bylaws, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the corporation, or the dissolution of the corporation, in which case

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notice will be delivered not less than twenty (20) nor more than sixty (60) days before the date of the meeting. Notice of any shareholders’ meeting will be delivered by mail, personal carrier, personal delivery, telegraph, teletype, facsimile transmission (with confirmation of receipt), or any other method provided in the Washington Business Corporation Act as it may from time to time be amended (RCW 23B), by or at the direction of the President, Secretary, or person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting and to others as required by law. If mailed, the notice will be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the shareholder at his or her address as it appears in the current records of the corporation.

1.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived at any time, either before or after the meeting, if the waiver is in writing, signed by the shareholders entitled to notice, and delivered to the corporation. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.6. Adjourned Meetings. An adjournment or adjournments of any shareholders’ meeting may be taken until the time and place determined by those present, without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. However, any meeting at which directors are to be elected will be adjourned only from day to day until the directors are elected.

1.7. Quorum of Shareholders. A majority of the votes in a voting group entitled to vote on a matter represented at a shareholders’ meeting in person or by proxy other than solely to object to the meeting or the business to be transacted, having once been in attendance at the meeting, will constitute a quorum for that voting group for action taken during the meeting on that matter. If a quorum is present, action is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other during the meeting. Participation by such means will constitute presence in person at a meeting.

1.8. Voting of Shares. All voting at shareholders’ meetings will be by voice vote unless any qualified voter demands a vote by ballot. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise provided in the Articles of Incorporation, each outstanding share is entitled to one vote on each matter submitted, and shareholders do not have the right to cumulate their votes with respect to the election of directors.

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1.9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all shareholders entitled to vote on the action and is delivered to the corporation. Fewer than all shareholders entitled to vote may take any action permitted by law without a meeting or vote in accordance with RCW 23B.07.040 if it is permitted by the corporation’s Articles of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

2.1. Number and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation will be managed by a Board of Directors, the members of which need not be shareholders of the corporation or residents of the State of Washington. The number of directors will be as set by resolution of the Board of Directors from time to time. If not set by the Board of Directors, the number of directors will be one (1).

2.2. Election - Term of Office. The directors will be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified.

2.3. Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the remaining directors, constituting a quorum, or by the shareholders entitled to vote for the positions vacated. Directors elected to fill vacancies will hold office during the unexpired term of their predecessors and until their successors are elected and qualified.

2.4. Annual Meeting. The first meeting of each newly elected Board of Directors will be the annual meeting of the Board of Directors and will be held immediately after and at the same place as the annual shareholders’ meeting or any later shareholders’ meeting at which a Board of Directors is elected.

2.5. Regular Meetings. Regular meetings of the Board of Directors will be held on the dates and at the times and places decided by resolution of the Board of Directors.

2.6. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any director of the corporation in the manner and with the notice provided in Section 2.7 of these Bylaws.

2.7. Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors is not required. Notice of the date, time, and place of special meetings of the Board of Directors must be given, by or at the direction of the President, the Secretary, or any person or persons calling the meeting, by mail, facsimile, telegram, or personal communication over the telephone or otherwise, at least two (2) days prior to the day on which the meeting is to be held. No notice need be given if the time and place of the meeting has been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to every director at least three (3) days before the meeting.

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2.8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived at any time, either before or after a meeting, if the waiver is in writing, signed by the director entitled to notice, and delivered to the corporation. Notice is waived by any director attending or participating in a meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to any action taken at the meeting.

2.9. Quorum of Directors; Attendance by Means of Communications Equipment. A majority of the number of directors fixed in accordance with the Articles of Incorporation or these Bylaws from time to time will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the meeting. Participation by such means will constitute presence in person at a meeting.

2.10. Dissent by Directors. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless (a) the director objects at the beginning of the meeting, or promptly on his or her arrival, to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.11. Action Without Meeting. Any action which may be or is required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of a committee designated by the Board of Directors, may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all of the directors or all of the members of the committee, as the case may be, and is delivered to the corporation. The fully signed consent resolution will have the same force and effect as a unanimous vote. Action taken under this Section 2.11 shall be effective when the last director signs the consent, unless the consent specifies a later date.

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2.12. Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee or one or more other committees. Each must consist of two (2) or more members, who shall serve at the pleasure of the Board of Directors. The committees will be governed by the same rules regarding meetings, actions without meetings, notices, waivers of notice, and quorum and voting requirements applied to the Board of Directors. To the extent provided in the resolution forming the committee, each committee will have and may exercise all the authority of the Board of Directors, except that no committee will have the authority to:

2.12.1 Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

2.12.2 Approve or propose to shareholders action required to be approved by shareholders;

2.12.3 Fill vacancies on the Board of Directors or on any of its committees;

2.12.4 Amend the Articles of Incorporation of the corporation;

2.12.5 Adopt, amend, or repeal these Bylaws;

2.12.6 Approve a plan of merger not requiring shareholder approval; or

2.12.7 Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as authorized by the Board of Directors within limits specifically prescribed by the Board.

The creation of, delegation of authority to, or action by such a committee of the Board will not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

ARTICLE III

OFFICERS

3.1. Officers Enumerated - Appointment. The officers of the corporation may include a President, one or more Vice Presidents, a Secretary, a Treasurer and any assistants to the officers as the Board of Directors may determine. All officers will be appointed by the Board of Directors at its annual meeting to hold office until their successors are elected and qualified.

3.2. Qualifications. None of the officers of the corporation need be a director. Any two or more offices may be held by the same person.

3.3. President. The President will oversee the operations of the corporation. Subject to the authority of the Board of Directors, the President will have general charge, supervision, and control over the business and affairs of the corporation and will be responsible for its management. The President may preside at all meetings of the shareholders and of the Board of Directors if he or she is a member of the Board. Any shares of stock of another corporation held by the corporation will be voted by the President, subject to direction from the Board of Directors. The President will perform any other duties assigned to that office from time to time by the Board of Directors.

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3.4. Vice President. If the President is absent or disabled, the Vice Presidents, if any, in the order designated by the Board of Directors, will have and may exercise and perform the authority and duties of the President. In addition, the Vice President will perform any other duties assigned to that office by the Board of Directors or the President from time to time. Each Vice President will have the title, seniority, and duties established for him or her by the Board of Directors.

3.5. Secretary. The Secretary will prepare and keep minutes of meetings of shareholders and directors, will be responsible for authenticating records of the corporation, and will exercise the usual authority pertaining to the office of Secretary. The Secretary will keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of certificates. The Secretary will keep and, when proper, affix the seal of the corporation, if any, and will perform any other duties assigned to that office by the Board of Directors or the President from time to time.

3.6. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board of Directors, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be ordered by the Board of Directors on securing proper vouchers. The Treasurer will render to the Board of Directors from time to time, as may be required, an account of all transactions as Treasurer, and will perform any other duties assigned to that office from time to time by the Board of Directors or the President.

3.7. Other Officers and Agents. The Board of Directors may appoint other officers and agents as it deems necessary or expedient. Such other officers will hold their offices for terms as provided in Subsection 3.1 above, and such other agents will hold their positions for the periods determined from time to time by the Board of Directors. These other officers and agents will exercise the authority and perform the duties prescribed for them by the Board of Directors, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

3.8. Removal of Officers. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation will be served by doing so. Removal will be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or agent will not of itself create contract rights.

3.9. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.10. Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors will be fixed by the Board of Directors.

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ARTICLE IV

BUSINESS OF THE CORPORATION

4.1. Obligations. The President (or, in his or her absence or disability, the Vice Presidents) will have responsibility for and authority to carry out the normal and regular business affairs of the corporation. Any agreements or other documents requiring Board approval will be valid if approved by the Board and signed by the President or Vice President.

4.2. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances.

4.3. Loans to Corporation. No loans will be contracted on behalf of the corporation, and no evidence of indebtedness will be issued in its name, unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

4.4. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation will be signed by the officer(s) or agent(s) of the corporation and in the manner prescribed from time to time by the Board of Directors.

ARTICLE V

INDEMNIFICATION

The corporation may provide indemnification consistent with its Articles of Incorporation and applicable state laws.

ARTICLE VI

STOCK

6.1. Certificate of Stock. Certificates of stock will be issued in numerical order. Each shareholder will be entitled to a certificate signed, either manually or in facsimile, by any two officers of the corporation, one of which must be the President or Vice President. The certificate may be sealed with the corporate seal. Every certificate of stock will state:

(a) The name of the corporation and the fact that the corporation is incorporated under the laws of the State of Washington;

(b) The name of the registered holder of the shares represented by the certificate; and

(c) The number and class of the shares and the designation of the series, if any, represented by the certificate.

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6.2. Legend on Certificates of Stock. The corporation will cause the certificates of stock of the corporation to be endorsed with the legends similar to the following legend(s) prior to their issuance:

The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (ii) the Corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the Corporation stating that such transaction is exempt from registration or (iii) the Corporation otherwise satisfies itself that such transaction is exempt from registration.

6.3. Transfer. Shares of stock may be transferred by delivery of the certificate, accompanied by either an assignment in writing on the back of the certificate or a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer will be valid, except as between the parties to the transfer, until the transfer is made on the books of the corporation. Except as otherwise specifically provided in these Bylaws, no shares of stock will be transferred on the books of the corporation until the outstanding certificate or certificates representing the transferred stock have been surrendered to the corporation or to its transfer agent or registrar.

6.4. Shareholders of Record. The corporation will be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact of those shares for all purposes, including the payment of dividends on and the right to vote the stock, unless provided otherwise by the Board of Directors.

6.5. Loss or Destruction of Certificates. If any certificate of stock is lost or destroyed, another may be issued in its place on proof of loss or destruction and on the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

6.6. Record Date and Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors will make in advance a record date for any such determination of shareholders. The record date in any case will not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed for these purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, will be the record date for the determination of shareholders.

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6.7. Regulations. The Board of Directors will have the power and authority to make all rules and regulations it deems expedient concerning the issue, transfer, conversion, and registration of certificates for shares of stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Washington.

6.8. Preemptive Rights. Unless otherwise set forth in the Articles of Incorporation, shareholders do not have a preemptive right to acquire unissued shares of stock of the corporation.

ARTICLE VII

BOOKS AND RECORDS

7.1. Records of Corporate Meetings and Share Register. The corporation will keep at either its principal place of business, its registered office, or another place permitted by law, as the Board of Directors may designate, (a) complete books and records of account and complete minutes or records of all of the proceedings of the Board of Directors, director committees, and shareholders, and (b) a record of shareholders, giving the names of the shareholders in alphabetical order by class of shares and showing their respective addresses and the number and class of shares held by each.

7.2. Reliance on Records. Any person dealing with the corporation may rely on a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, director committees, or shareholders when certified by the President, Vice President, or Secretary.

ARTICLE VIII

CORPORATE SEAL

The corporation may adopt, but will not be required to adopt, a corporate seal. If a seal is adopted, it will consist of a flat-faced circular die producing words, letters, and figures in raised form which will state the name of the corporation, the year of its incorporation, and the words “corporate seal.”

ARTICLE IX

AMENDMENTS

9.1. By the Shareholders. These Bylaws may be amended altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

9.2. By the Board of Directors. The Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board, if notice of the proposed alteration or amendment is contained in the notice of the meeting; provided, however, the Board of Directors shall not amend, alter, or repeal any Bylaw in such manner as to affect the qualifications, classifications, term of office or compensation of the directors in any way. Any action of the Board of

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Directors with respect to the amendment, alteration or repeal of these Bylaws is made expressly subject to change or repeal by the shareholders.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

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CERTIFICATE OF ADOPTION

The undersigned, being the secretary of FISHER BROADCASTING COMPANY, certifies that these are the Amended and Restated Bylaws of the corporation, duly adopted by the Board of Directors.

DATED: February 21, 2002.

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

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EX-3.7

Exhibit 3.7

ARTICLES OF INCORPORATION OF FISHER MEDIA SERVICES COMPANY FILED SECRETARY OF STATE MAY 29 2001 STATE OF WASHINGTON

********************

ARTICLE I

Name

The name of the corporation is FISHER MEDIA SERVICES COMPANY.

ARTICLE II

Authorized Capital

The number of shares of stock which the corporation is authorized to issue is Fifty Thousand (50,000) shares, all of which are one class of common stock with par value of $1.00 per share.

ARTICLE III

Shareholder Rights

3.1. No Preemptive Rights. The shareholders of the corporation do not have preemptive rights to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.

3.2. No Cumulative Voting. The shareholders of the corporation do not have cumulative voting rights with respect to the election of directors of the corporation.

3.3. Dissolution. Except as otherwise set forth in these Articles, the shareholders of this corporation will be entitled to receive the net assets of the corporation upon dissolution.

3.4. Shareholder Voting Rights. Except as otherwise set forth in these Articles, the shareholders of the corporation will have unlimited voting rights of one vote for each such share held of record on all matters submitted for shareholder approval.

ARTICLE IV

Director Liability

A director of the corporation will incur no personal liability to the corporation or to its shareholders for monetary damages for conduct as a director, except to the extent the director is held accountable for (i) acts or omissions which involve intentional misconduct or a knowing violation of law, (ii) conduct violating RCW 23B.08.310, as amended, or (iii) any transaction from which the director personally obtained a benefit in money, property, or services to which the director is not legally entitled. If the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the corporation will be eliminated or limited to the fullest extent permitted by the

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Washington Business Corporation Act, as so amended. Any repeal or modification of this paragraph by the shareholders of the corporation will not adversely affect any right or protection of a director of the corporation existing at the time of the repeal or modification.

ARTICLE V

Indemnification of Directors and Officers

5.1. Indemnification of Directors and Officers. Each person who was or is made a party or is threatened to be made a party to or is involved in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, being or having been a director or officer, he or she is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent or in any other capacity, will be indemnified and held harmless by the corporation to the full extent permitted by applicable law, as then in effect, against all expense, liability, and loss, including, without limitation, attorneys’ fees, judgments, fines, penalties, excise taxes, and other amounts assumed with respect to pension, profit sharing, and other employee benefit plans, and amounts to be paid in settlement, actually or reasonably incurred or suffered by such person in connection therewith. Such indemnification will continue as to a person who has ceased to be a director, officer, employee, or agent and will inure to the benefit of his or her heirs, executors, and administrators. No indemnification will be provided under this Article to any person if the corporation is prohibited by the nonexclusive provisions of the Washington Business Corporation Act or other applicable law as then in effect from paying such indemnification. The right to indemnification and the payment or reimbursement of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article will not be exclusive of any other right which any person may have or acquire under any statute, provision of these Articles of Incorporation or the corporation’s Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. The right to indemnification conferred in this Article will be a contract right.

5.2. Advance for Expenses. The indemnification provided under this Article will include the right to be paid or reimbursed by the corporation the reasonable expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment or reimbursement of such expenses in advance of the final disposition of a proceeding will be made to or on behalf of a director or officer only on delivery to the corporation of a written affirmation of such person’s good faith belief that he or she met the standard of conduct described in RCW 23B.08.510 and a written undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. The undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.

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5.3. Funding. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any expense, liability, or loss, whether or not the corporation would have the power to indemnify that person against such expense, liability, or loss under the Washington Business Corporation Act. The corporation may enter into contracts with any director or officer of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest, or use other means to ensure the payment of amounts necessary to effect indemnification as provided in this Article.

5.4. Employees and Agents. The corporation may, by action of its board of directors from time to time, provide indemnification and pay or reimburse expenses in advance of the final disposition of a proceeding to employees and agents of the corporation within the same scope and to the same effect allowed by the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or by the Washington Business Corporation Act or otherwise.

5.5. Notice to Shareholders. Any indemnification of a director in accordance with this Article, including any payment or reimbursement of expenses, will be reported to the shareholders with the notice of the next shareholders’ meeting or prior to that time in a written report containing a brief description of the proceedings involving the director being indemnified, and the nature and extent of the indemnification.

ARTICLE VI

Shareholders’ Actions Without a Meeting or Vote

Fewer than all of the shareholders entitled to vote may take any action permitted by law without a meeting or a vote in accordance with RCW 23B.07.040 so long as (i) the taking of action by the shareholders is evidenced by one or more written consents describing the action, (ii) the written consents are dated and are signed by the shareholders entitled to vote in the aggregate not less than the minimum number or votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the action were present and voted, (iii) written notice of the taking of the action is given no less than two days before the effective date of the action to all shareholders who have not consented; provided, however, if the action would constitute a significant business transaction under RCW 23B: 19.020 (15), the written notice is given not less than 20 days before the effective date of such action, (iv) if not previously provided, the written notice provided to nonconsenting shareholders contains or is accompanied by the same material that, under the Washington Business Corporation Act, would have been required to be sent to nonconsenting or nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted for shareholder action, and (v) the corporation is not a public corporation for purposes of RCW 23B.07.040 (1)(ii).

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ARTICLE VII

Board of Directors

The initial director of the corporation is Warren J. Spector

ARTICLE VIII

Registered Agent and Office

The name and street address of the initial registered agent of the corporation are G&D, Inc., 1420 Fifth Avenue, Suite 3300, Seattle, WA 98101.

Incorporator

The name and address of the incorporator of the corporation are G&D, Inc., 1420 Fifth Avenue, Suite 3300, Seattle, WA 98101.

DATED: May 24, 2001.

G&D, Inc.
By:	/s/ Jack G. Strother
	Jack G. Strother, President
	Incorporator

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EX-3.8

Exhibit 3.8

AMENDED AND RESTATED

BYLAWS

OF

FISHER MEDIA SERVICES COMPANY

February 21, 2002

TABLE OF CONTENTS

		Page
ARTICLE I SHAREHOLDERS’ MEETINGS		1
1.1.	Place	1
1.2.	Annual Meeting	1
1.3.	Special Meetings	1
1.4.	Notices of Meetings	1
1.5.	Waiver of Notice	2
1.6.	Adjourned Meetings	2
1.7.	Quorum of Shareholders	2
1.8.	Voting of Shares	2
1.9.	Action Without Meeting	3
ARTICLE II BOARD OF DIRECTORS		3
2.1.	Number and Qualifications	3
2.2.	Election - Term of Office	3
2.3.	Vacancies	3
2.4.	Annual Meeting	3
2.5.	Regular Meetings	3
2.6.	Special Meetings	3
2.7.	Notice of Meetings	3
2.8.	Waiver of Notice	4
2.9.	Quorum of Directors; Attendance by Means of Communications Equipment	4
2.10.	Dissent by Directors	4
2.11.	Action Without Meeting	4
2.12.	Committees	5
ARTICLE III OFFICERS		5
3.1.	Officers Enumerated - Appointment	5
3.2.	Qualifications	5
3.3.	President	5
3.4.	Vice President	6
3.5.	Secretary	6
3.6.	Treasurer	6
3.7.	Other Officers and Agents	6
3.8.	Removal of Officers	6
3.9.	Vacancies	6
3.10.	Salaries	6
ARTICLE IV BUSINESS OF THE CORPORATION		7
4.1.	Obligations	7
4.2.	Contracts	7
4.3.	Loans to Corporation	7

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4.4.	Checks and Drafts	7
ARTICLE V INDEMNIFICATION		7
ARTICLE VI STOCK		7
6.1.	Certificate of Stock	7
6.2.	Legend on Certificates of Stock	8
6.3.	Transfer	8
6.4.	Shareholders of Record	8
6.5.	Loss or Destruction of Certificates	8
6.6.	Record Date and Transfer Books	8
6.7.	Regulations	9
6.8.	Preemptive Rights	9
ARTICLE VII BOOKS AND RECORDS		9
7.1.	Records of Corporate Meetings and Share Register	9
7.2.	Reliance on Records	9
ARTICLE VIII CORPORATE SEAL		9
ARTICLE IX AMENDMENTS		9
9.1.	By the Shareholders	9
9.2.	By the Board of Directors	9
ARTICLE X FISCAL YEAR		10

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AMENDED AND RESTATED

BYLAWS

OF

FISHER MEDIA SERVICES COMPANY

(Incorporated Under the Laws of Washington)

ARTICLE I

SHAREHOLDERS’ MEETINGS

1.1. Place. Shareholders’ meetings will be held at the principal office of the corporation, or at any other location within or without the State of Washington as determined by the Board of Directors and stated in the notice of meeting.

1.2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors to succeed those whose terms then expire and for the transaction of any other business as may properly come before the meeting will be held each year in May or at such other time as designated by the Board of Directors. Failure to hold an election of directors at the annual meeting of the shareholders, or failure to hold an annual meeting of the shareholders at the time stated in these Bylaws, through oversight or otherwise, does not affect the validity of any corporate action, and a meeting of the shareholders may be held at a later date for the election of directors and for the transaction of any other business that may properly come before the meeting. Any election held or other business transacted at a later meeting will be as valid as if done or transacted at the annual meeting of the shareholders. Any later meeting will be called in the same manner as a special meeting of the shareholders, and notice of the time, place, and purpose of the meeting will be given in the same manner as notice of a special meeting of the shareholders.

1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the President, any member of the Board of Directors, or by holders of not less than 10% of all shares of stock of the corporation entitled to vote on any issue proposed to be considered at the meeting.

1.4. Notices of Meetings. Notice stating the date, time, and place of the meeting, any information required by the corporation’s Articles of Incorporation or these Bylaws, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the corporation, or the dissolution of the corporation, in which case notice will be delivered not less than twenty (20) nor more than sixty (60) days before the date of the meeting. Notice of any shareholders’ meeting will be delivered by mail,

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personal carrier, personal delivery, telegraph, teletype, facsimile transmission (with confirmation of receipt), or any other method provided in the Washington Business Corporation Act as it may from time to time be amended (RCW 23B), by or at the direction of the President, Secretary, or person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting and to others as required by law. If mailed, the notice will be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the shareholder at his or her address as it appears in the current records of the corporation.

1.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived at any time, either before or after the meeting, if the waiver is in writing, signed by the shareholders entitled to notice, and delivered to the corporation. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.6. Adjourned Meetings. An adjournment or adjournments of any shareholders’ meeting may be taken until the time and place determined by those present, without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. However, any meeting at which directors are to be elected will be adjourned only from day to day until the directors are elected.

1.7. Quorum of Shareholders. A majority of the votes in a voting group entitled to vote on a matter represented at a shareholders’ meeting in person or by proxy other than solely to object to the meeting or the business to be transacted, having once been in attendance at the meeting, will constitute a quorum for that voting group for action taken during the meeting on that matter. If a quorum is present, action is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other during the meeting. Participation by such means will constitute presence in person at a meeting.

1.8. Voting of Shares. All voting at shareholders’ meetings will be by voice vote unless any qualified voter demands a vote by ballot. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her duly authorized attorney-in- fact. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise provided in the Articles of Incorporation, each outstanding share is entitled to one vote on each matter submitted, and shareholders do not have the right to cumulate their votes with respect to the election of directors.

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1.9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all shareholders entitled to vote on the action and is delivered to the corporation. Fewer than all shareholders entitled to vote may take any action permitted by law without a meeting or vote in accordance with RCW 23B.07.040 if it is permitted by the corporation’s Articles of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

2.1. Number and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation will be managed by a Board of Directors, the members of which need not be shareholders of the corporation or residents of the State of Washington. The number of directors will be as set by resolution of the Board of Directors from time to time. If not set by the Board of Directors, the number of directors will be one (1).

2.2. Election - Term of Office. The directors will be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified.

2.3. Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the remaining directors, constituting a quorum, or by the shareholders entitled to vote for the positions vacated. Directors elected to fill vacancies will hold office during the unexpired term of their predecessors and until their successors are elected and qualified.

2.4. Annual Meeting. The first meeting of each newly elected Board of Directors will be the annual meeting of the Board of Directors and will be held immediately after and at the same place as the annual shareholders’ meeting or any later shareholders’ meeting at which a Board of Directors is elected.

2.5. Regular Meetings. Regular meetings of the Board of Directors will be held on the dates and at the times and places decided by resolution of the Board of Directors.

2.6. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any director of the corporation in the manner and with the notice provided in Section 2.7 of these Bylaws.

2.7. Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors is not required. Notice of the date, time, and place of special meetings of the Board of Directors must be given, by or at the direction of the President, the Secretary, or any person or persons calling the meeting, by mail, facsimile, telegram, or personal communication over the telephone or otherwise, at least two (2) days prior to the day on which the meeting is to be held. No notice need be given if the time and place of the meeting has been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to every director at least three (3) days before the meeting.

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2.8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived at any time, either before or after a meeting, if the waiver is in writing, signed by the director entitled to notice, and delivered to the corporation. Notice is waived by any director attending or participating in a meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to any action taken at the meeting.

2.9. Quorum of Directors; Attendance by Means of Communications Equipment. A majority of the number of directors fixed in accordance with the Articles of Incorporation or these Bylaws from time to time will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the meeting. Participation by such means will constitute presence in person at a meeting.

2.10.   Dissent by Directors. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless (a) the director objects at the beginning of the meeting, or promptly on his or her arrival, to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.11.   Action Without Meeting. Any action which may be or is required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of a committee designated by the Board of Directors, may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all of the directors or all of the members of the committee, as the case may be, and is delivered to the corporation. The fully signed consent resolution will have the same force and effect as a unanimous vote. Action taken under this Section 2.11 shall be effective when the last director signs the consent, unless the consent specifies a later date.

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2.12.   Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee or one or more other committees. Each must consist of two (2) or more members, who shall serve at the pleasure of the Board of Directors. The committees will be governed by the same rules regarding meetings, actions without meetings, notices, waivers of notice, and quorum and voting requirements applied to the Board of Directors. To the extent provided in the resolution forming the committee, each committee will have and may exercise all the authority of the Board of Directors, except that no committee will have the authority to:

2.12.1  Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

2.12.2  Approve or propose to shareholders action required to be approved by shareholders;

2.12.3  Fill vacancies on the Board of Directors or on any of its committees;

2.12.4  Amend the Articles of Incorporation of the corporation;

2.12.5  Adopt, amend, or repeal these Bylaws;

2.12.6  Approve a plan of merger not requiring shareholder approval; or

2.12.7  Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as authorized by the Board of Directors within limits specifically prescribed by the Board.

The creation of, delegation of authority to, or action by such a committee of the Board will not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

ARTICLE III

OFFICERS

3.1. Officers Enumerated - Appointment. The officers of the corporation may include a President, one or more Vice Presidents, a Secretary, a Treasurer and any assistants to the officers as the Board of Directors may determine. All officers will be appointed by the Board of Directors at its annual meeting to hold office until their successors are elected and qualified.

3.2. Qualifications. None of the officers of the corporation need be a director. Any two or more offices may be held by the same person.

3.3. President. The President will oversee the operations of the corporation. Subject to the authority of the Board of Directors, the President will have general charge, supervision, and control over the business and affairs of the corporation and will be responsible for its management. The President may preside at all meetings of the shareholders and of the Board of Directors if he or she is a member of the Board. Any shares of stock of another corporation held by the corporation will be voted by the President, subject to direction from the Board of Directors. The President will perform any other duties assigned to that office from time to time by the Board of Directors.

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3.4. Vice President. If the President is absent or disabled, the Vice Presidents, if any, in the order designated by the Board of Directors, will have and may exercise and perform the authority and duties of the President. In addition, the Vice President will perform any other duties assigned to that office by the Board of Directors or the President from time to time. Each Vice President will have the title, seniority, and duties established for him or her by the Board of Directors.

3.5. Secretary. The Secretary will prepare and keep minutes of meetings of shareholders and directors, will be responsible for authenticating records of the corporation, and will exercise the usual authority pertaining to the office of Secretary. The Secretary will keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of certificates. The Secretary will keep and, when proper, affix the seal of the corporation, if any, and will perform any other duties assigned to that office by the Board of Directors or the President from time to time.

3.6. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board of Directors, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be ordered by the Board of Directors on securing proper vouchers. The Treasurer will render to the Board of Directors from time to time, as may be required, an account of all transactions as Treasurer, and will perform any other duties assigned to that office from time to time by the Board of Directors or the President.

3.7. Other Officers and Agents. The Board of Directors may appoint other officers and agents as it deems necessary or expedient. Such other officers will hold their offices for terms as provided in Subsection 3.1 above, and such other agents will hold their positions for the periods determined from time to time by the Board of Directors. These other officers and agents will exercise the authority and perform the duties prescribed for them by the Board of Directors, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

3.8. Removal of Officers. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation will be served by doing so. Removal will be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or agent will not of itself create contract rights.

3.9. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.10.   Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors will be fixed by the Board of Directors.

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ARTICLE IV

BUSINESS OF THE CORPORATION

4.1. Obligations. The President (or, in his or her absence or disability, the Vice Presidents) will have responsibility for and authority to carry out the normal and regular business affairs of the corporation. Any agreements or other documents requiring Board approval will be valid if approved by the Board and signed by the President or Vice President.

4.2. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances.

4.3. Loans to Corporation. No loans will be contracted on behalf of the corporation, and no evidence of indebtedness will be issued in its name, unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

4.4. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation will be signed by the officer(s) or agent(s) of the corporation and in the manner prescribed from time to time by the Board of Directors.

ARTICLE V

INDEMNIFICATION

The corporation may provide indemnification consistent with its Articles of Incorporation and applicable state laws.

ARTICLE VI

STOCK

6.1. Certificate of Stock. Certificates of stock will be issued in numerical order. Each shareholder will be entitled to a certificate signed, either manually or in facsimile, by any two officers of the corporation, one of which must be the President or Vice President. The certificate may be sealed with the corporate seal. Every certificate of stock will state:

(a) The name of the corporation and the fact that the corporation is incorporated under the laws of the State of Washington;

(b) The name of the registered holder of the shares represented by the certificate; and

(c) The number and class of the shares and the designation of the series, if any, represented by the certificate.

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6.2. Legend on Certificates of Stock. The corporation will cause the certificates of stock of the corporation to be endorsed with the legends similar to the following legend(s) prior to their issuance:

The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (ii) the Corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the Corporation stating that such transaction is exempt from registration or (iii) the Corporation otherwise satisfies itself that such transaction is exempt from registration.

6.3. Transfer. Shares of stock may be transferred by delivery of the certificate, accompanied by either an assignment in writing on the back of the certificate or a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer will be valid, except as between the parties to the transfer, until the transfer is made on the books of the corporation. Except as otherwise specifically provided in these Bylaws, no shares of stock will be transferred on the books of the corporation until the outstanding certificate or certificates representing the transferred stock have been surrendered to the corporation or to its transfer agent or registrar.

6.4. Shareholders of Record. The corporation will be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact of those shares for all purposes, including the payment of dividends on and the right to vote the stock, unless provided otherwise by the Board of Directors.

6.5. Loss or Destruction of Certificates. If any certificate of stock is lost or destroyed, another may be issued in its place on proof of loss or destruction and on the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

6.6. Record Date and Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors will make in advance a record date for any such determination of shareholders. The record date in any case will not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed for these purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, will be the record date for the determination of shareholders.

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6.7. Regulations. The Board of Directors will have the power and authority to make all rules and regulations it deems expedient concerning the issue, transfer, conversion, and registration of certificates for shares of stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Washington.

6.8. Preemptive Rights. Unless otherwise set forth in the Articles of Incorporation, shareholders do not have a preemptive right to acquire unissued shares of stock of the corporation.

ARTICLE VII

BOOKS AND RECORDS

7.1. Records of Corporate Meetings and Share Register. The corporation will keep at either its principal place of business, its registered office, or another place permitted by law, as the Board of Directors may designate, (a) complete books and records of account and complete minutes or records of all of the proceedings of the Board of Directors, director committees, and shareholders, and (b) a record of shareholders, giving the names of the shareholders in alphabetical order by class of shares and showing their respective addresses and the number and class of shares held by each.

7.2. Reliance on Records. Any person dealing with the corporation may rely on a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, director committees, or shareholders when certified by the President, Vice President, or Secretary.

ARTICLE VIII

CORPORATE SEAL

The corporation may adopt, but will not be required to adopt, a corporate seal. If a seal is adopted, it will consist of a flat-faced circular die producing words, letters, and figures in raised form which will state the name of the corporation, the year of its incorporation, and the words “corporate seal.”

ARTICLE IX

AMENDMENTS

9.1. By the Shareholders. These Bylaws may be amended altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

9.2. By the Board of Directors. The Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board, if notice of the proposed alteration or amendment is contained in the notice of the meeting; provided, however, the Board of Directors shall not amend, alter, or repeal any Bylaw in such manner as to affect the qualifications, classifications, term of office or compensation of the directors in any way. Any action of the Board of

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Directors with respect to the amendment, alteration or repeal of these Bylaws is made expressly subject to change or repeal by the shareholders.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

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CERTIFICATE OF ADOPTION

The undersigned, being the secretary of FISHER MEDIA SERVICES COMPANY, certifies that these are the Amended and Restated Bylaws of the corporation, duly adopted by the Board of Directors.

DATED: February 21, 2002.

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

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EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

of

FISHER MILLS INC.

For the purpose of forming a corporation under the laws of the State of Washington, Bruce M. Pym, being over the age of 21 years, hereby certifies and adopts in triplicate the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be FISHER MILLS INC.

ARTICLE II

The existence of this corporation shall be perpetual.

ARTICLE III

The purposes for which this corporation is organized are as follow:

A. To engage in the business of milling, processing, manufacturing and/or distributing of wheat flour and wheat, barley, oats, soy beans and other grains and the products and by-products thereof.

B. Generally to engage in and carry on any lawful business or trade which may, in the judgment of the Board of Directors, at any time be necessary, useful or advantageous in connection with the accomplishment of the purposes and objects of this corporation, whether or not such business or trade is similar in nature to the purposes and objects heretofore set forth in this ARTICLE III.

C. To do such other acts and things and to have such powers as are permitted or granted to corporations generally by the laws of the State of Washington.

ARTICLE IV

The total number of shares of stock which the corporation is authorized to issue is 500, all of which shall be of one class of a par value of $100 each, and all of which shall be known as common stock. None of the shareholders of the corporation shall have any pre-emptive right or rights to acquire shares of stock of the corporation.

ARTICLE V

This corporation shall not commence business until consideration of the value of at least $500 has been received for the issuance of shares.

ARTICLE VI

A. The Board of Directors of this corporation, by resolution adopted at any regular or special meeting of such Board, may (1) distribute to its shareholders out of earned surplus or capital surplus, or both, a portion of the corporation’s assets, in cash or kind or partly in cash and partly in kind, and (2) offer to purchase and purchase shares of the corporation, to the extent of unreserved and unrestricted earned surplus or unreserved and unrestricted capital surplus, or both, available therefor. To the extent that earned surplus or capital surplus or both are used as the measure of the corporation’s right to purchase its own shares, such surplus or surpluses shall be restricted so long as such shares are held as treasury shares. Upon the disposition or cancellation of any such shares, this restriction shall be removed, pro tanto.

B. The Board of Directors of this corporation, by resolution

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adopted at any regular or special meeting of such Board, may designate from among its members an Executive Committee and one or more other committees each of which, to the extent provided in the by-laws of the corporation or in such resolution, shall have and may exercise all of the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation or the By-Laws of the Corporation; adopting a plan of merger or consolidation; recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation other than in the usual and regular course of its business; or recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof. The designation of any such committee by the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

C. The corporation may enter into contracts and otherwise transact business as vendor, purchaser, lessee, lessor, or otherwise, with its directors, officers and stockholders, and with corporations, associations, firms and entities in which such directors, officers and stockholders are or may become interested as directors, officers, stockholders, members or otherwise, as freely as though such adverse interest did not exist, even though the vote, action or presence of such director, officer or stockholder may be necessary to obligate the corporation upon such contract or transaction. In the absence of fraud, no such contract or transaction shall be avoided, and no

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such director, officer or stockholder shall be held liable to account to the corporation by reason of such adverse interest, or by reason of any fiduciary relationship to the corporation arising out of such office or stock ownership, for any profit or benefit realized by him through any such contract or transaction; provided, that in the case of directors and officers of the corporation (but not in the case of stockholders who are not directors or officers) the nature of the interest of such director or officer, although not necessarily the details or extent thereof, shall be disclosed or known to at least a majority of the Board of Directors of the corporation prior to the time that such contract or transaction is entered into. A general notice that a director or an officer of the corporation is interested in any corporation, association, firm or entity shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, association, firm or entity.

D. Any contract, transaction or act of the corporation, or of any director or officer thereof, which shall be ratified by the stockholders at any meeting of the stockholders, shall be valid and binding, insofar as permitted by law, as though ratified by every stockholder of the corporation.

E. Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the corporation or of another corporation for which he served as such at the request of this corporation, shall be Indemnified by this corporation against the

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reasonable expenses, including attorney fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal thereof, except in relation to matters in which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled apart from this provision. Any amount payable by way of indemnity shall be determined and paid pursuant to (1) court order, (2) resolution adopted by the holders of record of a majority of the outstanding shares of this corporation, or (3) resolution adopted by the Board of: Directors of this corporation.

ARTICLE VII

A. The location and post office address of the registered office of the corporation in the State of Washington shall be 3900 Seattle-First National Bank Building, Seattle, Washington 98154.

B. The registered agent of the corporation shall be Donald G. Graham, Jr., whose address is 3900 Seattle-First National Bank Building, Seattle, Washington 98154.

C. The registered office and registered agent of the corporation may be changed at any time by resolution of the Board of Directors.

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ARTICLE VIII

A. The number of directors of the corporation shall be fixed by its by-laws and may be changed from time to time by amending such by-laws as therein and herein provided, but the number of directors shall never be less than 7 nor more than 15.

B. In furtherance and not in limitation out of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to adopt, alter, amend and repeal by-laws of the corporation.

C. The initial directors of the corporation and their post office addresses are as follows:

Name	Post Office Address
O. W. Fisher	3235 - 16th Avenue Southwest Seattle, Washington 98134
K. R. Fisher	3235 - 16th Avenue Southwest Seattle, Washington 98134
R. G. Alden	3235 - 16th Avenue Southwest Seattle, Washington 98134
C. E. Bowden	3235 - 16th Avenue Southwest Seattle, Washington 98134
Peter Fisher	3235 - 16th Avenue Southwest Seattle, Washington 98134
B. J. Baldwin	3235 - 16th Avenue Southwest Seattle, Washington 98134
J. S. Davis	3364 Lakewaod Avenue South Seattle, Washington 98144
W. W. Warren	100 Fourth Avenue North Seattle, Washington 98109
J. L. Locke	3311 Seattle-First National Bank Bldg. Seattle, Washington 98154

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The term of office of such initial directors shall be until the first annual meeting of stockholders and until their successors are elected and qualified.

ARTICLE IX

The name and post office address of the incorporator of this corporation is Bruce M. Pym, 3900 Seattle-First National Bank Building, Seattle, Washington 98154.

IN WITNESS WHEREOF, the incorporator hereinabove named has set his hand as of the 1st day of September, 1971.

/s/ Bruce M. Pym

Bruce M. Pym

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ARTICLES OF AMENDMENT OF

ARTICLES OF INCORPORATION

OF

FISHER MILLS INC.

By these Articles of Amendment to its Articles of Incorporation, FISHER MILLS INC., a Washington corporation, by its President, Terry Barrans, hereby certifies:

(1) The name of the corporation is FISHER MILLS INC.

(2) An amendment to its Articles of Incorporation has been duly adopted by the corporation amending Article VI thereof by adding a new paragraph F thereto reading as follows:

“F. Personal liability of a director of this corporation to the corporation or its shareholders for monetary damages for the conduct of such director, as a director of this corporation, is eliminated to the full extent authorized by RCW Section 23A.12.020(d).”

(3) The date of the adoption of the amendment by the shareholders was the 23rd day of June, 1988.

(4) The number of shares of the corporation Issued and outstanding, all of which were entitled to vote on said Amendment,, was 400 shares, all of which are Common Stock.

(5) The number of shares voted for such Amendment was 400 shares, and no shares were voted against the Amendment.

IN WITNESS WHEREOF, these Articles of Amendment are hereby executed in duplicate by FISHER MILLS INC. by its President, this 28^th day of June, 1988.

FISHER MILLS INC.
By:	/s/ Terry Barrans
	Terry Barrans
	President

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ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

FISHER MILLS INC.

THESE ARTICLES OF AMENDMENT of the Articles of Incorporation of FISHER MILLS INC., a Washington corporation, are hereby executed and delivered for filing in accordance with the provisions of Section 23B. 10.060 of the Washington Business Corporation Act:

1. The name of the corporation is FISHER MILLS INC.

2. Article VIII of the Articles of Incorporation of the corporation is hereby amended to read as follows:

ARTICLE VIII

The number of directors of this corporation shall be as fixed in its by-laws and may be changed from time to time in the manner provided by the bylaws, but the number of said directors shall never be less than one (1) nor more than fifteen (15).

4. The above amendment was adopted on: Apri1 3, 2001.

5. The amendment was duly approved by the sole shareholder of the corporation in accordance with the provisions of Sections 23B.10.030 and 23B.10.040 of the Washington Business Corporation Act.

DATED this 24 day of May, 2001.

FISHER MILLS INC.
By	/s/ Kendall L. McFall
	Kendall L. McFall
	Its Senior Vice President

EX-3.10

Exhibit 3.10

BYLAWS

of

FISHER MILLS INC.

(Incorporated Under the Laws of Washington)

ARTICLE I

REGISTERED OFFICE

The location and post office address of the registered office of the corporation shall be 1525 One Union Square, 600 University Street, Seattle, Washington 98101

ARTICLE II

STOCKHOLDERS’ MEETINGS

1. Annual Meeting. The annual meeting of the stockholders of the corporation for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held each year at the principal place of business of the corporation (unless a different place within or without the State of Washington is specified in the notice of the meeting), on a day in the last two weeks of April, to be set by the Directors, at 10:00 o’clock in the forenoon unless otherwise stated in the notice of meeting. In the event of failure to hold an election of directors at the annual meeting of the stockholders or in the event the annual meeting of the stockholders shall be omitted by oversight or otherwise, a meeting of the stockholders may be held at a later date for the election of Directors and for the transaction of such other business as may properly come before the meeting. Any election held or other business transacted at any such later meeting shall be as valid as if done or transacted at the annual meeting of the stockholders. Any such later meeting shall be called in the same manner as a special meeting of the stockholders and notice of the time, place and purpose thereof shall be given in the same manner as notice of special meeting of the stockholders.

2. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Board of Directors to be held at such time and place as the Board may prescribe.

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At any time, upon the request of the President, or of any three (3) directors, or of any stockholder or stockholders holding in the aggregate at least ten percent (10%) of the voting power of all stockholders, it shall be the duty of the Secretary to call a special meeting of the stockholders to be held at such place and at such time as the Secretary may fix, not less than ten (10) nor more than thirty-five (35) days after the receipt of said request, and if the Secretary shall neglect or refuse to issue such call, the directors or stockholders making the request may do so.

3. Notices of Meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the person or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears in the stockholder address records of the corporation, with postage thereon prepaid.

4. Waiver of Notice. Notice of any stockholders’ meeting may be waived in writing by any stockholder at anytime, either before or after any such meeting, and shall be deemed waived by the presence of such stockholder at the meeting unless such stockholder (a) shall have made his written objection to the transaction of business at such meeting for the reason that it is not lawfully called or convened and (b) shall, at or prior to the commencement of such meeting, deliver such written objection to the chairman of the meeting or other officer of the corporation present at such meeting.

5. Adjourned Meeting. An adjournment or adjournments of any stockholders’ meeting may be taken until such time and place as those present may determine without new notice being given, whether by reason of the failure of a quorum to attend or otherwise; but any meeting at which Directors are to be elected shall be adjourned only from day to day until such Directors are elected.

6. Quorum of Stockholders. A majority of the share entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If a quorum is present, the affirmative vote of a majority of the share represented at the meeting and entitled to vote on the subject matter under consideration shall be the act of the stockholders, unless the vote of a greater number is required by law or by the Articles of Incorporation.

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7. Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted, except in the case of election of directors as provided in this section. All voting at stockholders’ meeting shall be by voice vote, except in the case of election of Directors or unless any qualified voter shall demand a vote by ballot. A stockholder may vote either in person or by proxy executed in writing by the stockholder of his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in such proxy. At each election for Directors, every stockholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

ARTICLE III

BOARD OF DIRECTORS

1. Number and Qualifications. The business affairs and property of this corporation shall be controlled and managed by the Board of Directors who need not be shareholders of this corporation. The directors shall be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified. In the event of failure to hold an election of directors at any annual shareholders’ meeting, as provided in these By-Laws, election of directors may be held at a special meeting of the shareholders called for that purpose. The number of directors shall be one (1) and may be changed from time to time by resolution of the Board of Directors, but the number of said directors shall never be less than one (1) nor more than fifteen (15), and no decrease shall have the effect of shortening the term of any incumbent director

2. Election - Term of Office. The Directors shall be elected by the stockholders at each annual stockholders’ meeting, to hold office until the next annual stockholders’ meeting and their respective successors are elected and qualified.

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3. Vacancies. Any vacancies occurring in the Board of Directors may be filled by the affirmative vote of a majority of the shareholders. A Director thus elected to fill in a vacancy shall hold office during the unexpired term of his predecessor and until his successor is elected and qualified.

4. Annual Meeting. The first meeting of each newly elected Board of Directors shall be known as the annual meeting thereof and shall be held on a day in the last two weeks of April following the annual stockholders’ meeting or any later stockholders’ meeting at which a Board of Directors is elected.

5. Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places as the Board of Directors by resolution may decide.

6. Special Meetings. Special meetings of the Board of Directors may be held at any time or at any place whenever called by the President or by the Secretary at the request of any three (3) or more Directors.

7. Place of Meetings. Any meeting of the board of Directors may be held within or without the State of Washington.

8. Notice of Meetings. Notice of the annual meeting of the Board of Directors shall not be required. Notice of the time and place of all other meetings of the Board of Directors shall be given by the President, the Secretary or any person or persons calling the meeting by mail, radio, telegram or personal communication over the telephone or otherwise, at least three (3) days prior to the day upon which the meeting is to be held; provided, that no notice need be given if the time and place thereof shall have been fixed by resolution of the Board of Directors and a copy of such resolution has been mailed to every Director at least three (3) days before the first of any meeting or meetings held in pursuance thereof.

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ARTICLE IV

OFFICERS

1. Officers Enumerated - Election. The officers of the corporation shall be a one or more Vice Presidents, a Secretary and an Assistant Secretary and such officers as the Board of Directors may determine, all of whom shall be elected by the Board of Directors at the annual meeting thereof, to hold office for the term of one (1) year and until their successors are elected and qualified.

2. Qualifications. None of the officers of the corporation need be a Director.

3. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any meeting thereof.

4. Vice Presidents. Each Vice President shall perform such other duties as the Board of Directors may from time to time designate or assign to him.

5. Secretary and Assistant Secretary. : The Secretary shall keep the minutes of the meetings of the shareholders and of the Board of Directors, in books provided for the purpose; he shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; he shall be the custodian of the records and of the corporate seal or seals of this corporation; he shall see that the corporate seal is affixed only if so required by law to all documents, the execution of which on behalf of this corporation under its seal only if so required by law is duly authorized, and when so affixed may attest the same; he may sign, with the President, certificates of stock of this corporation; and, in general, he shall perform all duties ordinarily incident to the office of secretary of a corporation, and such other duties as, from time to time, may be assigned to him by the Board of Directors. The Assistant Secretary, if any, shall have the powers and duties of the Secretary during the absence or inability to act of the Secretary and such powers and duties as may be delegated to him/her by the Board of Directors.

8. Vacancy. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

9. Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient. Such other officers shall hold their offices for terms as provided in Section 1 of this Article V and such other agents shall hold their offices for such period as shall be determined from time to time by the Board of Directors. Such other officers and agents shall exercise such

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authority and perform such duties as the Board of Directors may prescribe, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

10. Removal of Officers. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

11. Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors shall be fixed by the Board of Directors.

ARTICLE VII

STOCK

1. Certificate of Stock. Certificates of stock shall be issued in numerical order and each stockholder shall be entitled to a certificate signed by the President or Vice President and the Secretary or an Assistant-Secretary and sealed with the corporate seal. Every certificate of stock shall state (1) that the corporation is incorporated under the laws of the State of Washington, (2) the name of the registered holder of the shares represented thereby, and (3) the number, class and par value of the shares which the certificate represents.

2. Transfers. Shares of stock may be transferred by delivery of the certificates therefor accompanied either by an assignment in writing on the back of the certificate or by a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer shall be valid, except as between the parties thereto, until such transfer shall have been made upon the books of the corporation. Except as otherwise specifically proved in these Bylaws, no share of stock shall be transferred on the books of the corporation until the outstanding certificate or certificates therefor have been surrendered to the corporation.

3. Stockholders of Record. The corporation shall be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact thereof for all purposes, including the payment of dividends on such stock and the right to vote on such stock.

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4. Loss or Destruction of Certificates. In case of loss or destruction of any certificate of stock, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

5. Closing of Transfer Books. The Board of Directors may close the books of the corporation against transfers of stock of the corporation for such period as the Directors may from time to time determine, in anticipation of stockholders’ meetings, the payment of any dividend or distribution, or any change, conversion or exchange of shares of the corporation.

6. Regulations. The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of the stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the State of Washington.

ARTICLE VIII

BOOKS AND RECORDS

1. Records of corporate Meetings and Share Register. The corporation shall keep either at its principal place of business or at its registered office (a) complete records of all of the proceedings of the Board of Directors and stockholders, and (b) a share register giving the names of the stockholders in alphabetical order and showing their respective addresses, the number of shares held by each and the dates upon which they acquired the same.

2. Copies of Resolutions. Any person dealing with the corporation may rely upon a copy of any of the records of the proceedings, resolutions or votes of the Board of Directors or stockholders when certified by the President, a Vice-President, Secretary or an Assistant-Secretary.

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ARTICLE IX

CORPORATE SEAL

The corporate seal of the corporation shall consist of a flat-faced circular die producing in raised form, words, letters and figures, the design of which shall conform to the impression which appears opposite to this Bylaw.

ARTICLE X

AMENDMENT OF BYLAWS

1. By the Stockholders. These Bylaws may be amended, altered or repealed at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

2. By the Board of Directors. These Bylaws may be amended, altered or repealed, so long as consistent with the Articles of Incorporation, by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board if notice of the proposed alteration or amendment is contained or transmitted in the notice of the meeting. Any action of the Board of Directors with respect to the amendment, alteration or repeal of these Bylaws is hereby made expressly subject to change or repeal by the stockholders.

ARTICLE XI

DIRECTOR LIABILITY

A Director of the corporation will incur no personal liability to the corporation or to its shareholders for monetary damages for conduct as a Director, except to the extent the Director is held accountable for (i) acts or omissions which involve intentional misconduct or a knowing violation of law, (ii) conduct violating RCW 23B.08.310, as amended, or (iii) any transaction from which the Director personally obtained a benefit in money, property, or services to which the Director is not legally entitled. If the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director to the corporation will be eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act, as so amended. Any repeal or modification of this paragraph by the shareholders of the corporation will not adversely affect any right or protection of a Director of the corporation existing at the time of the repeal or modification.

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ARTICLE XII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

1. Indemnification of Directors and Officers: Each person who was or is made a party or is threatened to be made a party to or is involved in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, being or having been a director or officer, he or she is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent or in any other capacity, will be indemnified and held harmless by the corporation to the full extent permitted by applicable law, as then in effect, against all expense, liability, and loss, including, without limitation, attorneys’ fees, judgments, fines, penalties, excise taxes, and other amounts assumed with respect to pension, profit sharing, and other employee benefit plans, and amounts to be paid in settlement, actually or reasonably incurred or suffered by such person in connection therewith. Such indemnification will continue as to a person who has ceased to be a director, officer, employee, or agent and will inure to the benefit of his or her heirs, executors, and administrators. No indemnification will be provided under this Article to any person if the corporation is prohibited by the nonexclusive provisions of the Washington Business Corporation Act or other applicable law as then in effect from paying such indemnification. The right to indemnification and the payment or reimbursement of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article will not be exclusive of any other right which any person may have or acquire under any statute, provision of these Articles of Incorporation or the corporation’s Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. The right to indemnification conferred in this Article will be a contract right.

2. Advance for Expenses: The indemnification provided under this Article will include the right to be paid or reimbursed by the corporation the reasonable expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment or reimbursement of

9

such expenses in advance of the final disposition of a proceeding will be made to or on behalf of a director or officer only on delivery to the corporation of a written affirmation of such person’s good faith belief that he or she met the standard of conduct described in RCW 23B.08.510 and a written undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. The undertaking may be unsecured and may be accepted without reference to financial ability to make repayment.

3. Funding: The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any expense, liability, or loss, whether or not the corporation would have the power to indemnify that person against such expense, liability, or loss under the Washington Business Corporation Act. The corporation may enter into contracts with any director or officer of the corporation in furtherance of the provisions of this Article and may create a trust fund, grant a security interest, or use other means to ensure the payment of amounts necessary to effect indemnification as provided in this Article.

4. Employees and Agents: The corporation may, by action of its board of directors from time to time, provide indemnification and pay or reimburse expenses in advance of the final disposition of a proceeding to employees and agents of the corporation within the same scope and to the same effect allowed by the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of the corporation or by the Washington Business Corporation Act or otherwise.

5. Notice to Shareholders: Any indemnification of a director in accordance with this Article, including any payment or reimbursement of expenses, will be reported to the shareholders with the notice of the next shareholders’ meeting or prior to that time in a written report containing a brief description of the proceedings involving the director being indemnified, and the nature and extent of the indemnification.

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EX-3.11

Exhibit 3.11

ARTICLES OF INCORPORATION

OF

FISHER COMMUNICATIONS INC.

For the purpose of forming a corporation under the laws of the State of Washington, Glenn M. Gormley, being over the age of eighteen (18) years, adopts in duplicate the following Articles of Incorporation:

ARTICLE I

NAME

The name of this corporation is, and shall be, Fisher Communications Inc.

ARTICLE II

PURPOSES AND OBJECTS

The purpose for which this corporation is organized is to handle any and all matters relating to the communications field, including, but not limited to, matters relating to cable, satellite-related services, data transmission services, teletext services, common carrier operations, and teleconferencing; and further to transact any or all lawful business for which corporations may be incorporated under the Washington Business Corporation Act, Title 23, Revised Code of Washington, as the same may be amended from time to time.

ARTICLE III

CAPITAL STOCK

The total number of shares of stock which the corporation is authorized to issue is Fifty Thousand (50,000), all of which

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shall be of one class of a par value of One Dollar ($1.00) each, and all of which shall be known as common stock.

ARTICLE IV

TIME

The duration of this corporation, that is to say, its time of existence, shall be perpetual.

ARTICLE V

DIRECTORS AND BY-LAWS

1. The number of directors of this corporation shall be as fixed by its By-laws and may be changed from time to time by amending said By-laws as therein provided for but the number of said directors shall never be less than three (3) nor more than five (5).

2. The initial directors of the corporation and their post office addresses are as follows:

NAME	POST OFFICE ADDRESS
W. W. Warren	100 Fourth Avenue North Seattle, WA 98109
John F. Behnke	100 Fourth Avenue North Seattle, WA 98109
Edward J. Lackner	100 Fourth Avenue North Seattle, WA 98109
Fred H. Kaufman	100 Fourth Avenue North Seattle, WA 98109

3. In furtherance and not in limitation of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to make, alter and repeal the By-laws of this corporation subject to the power of the stockholders of this corporation change or repeal such By-laws.

2

ARTICLE VI

PRINCIPAL PLACE OF BUSINESS

The name of the City and County in which the principal place of business of the company is to be, and shall be, located in is the City of Seattle, County of King, and State of Washington.

ARTICLE VII

REGISTERED AGENT AND OFFICE

1. The initial registered agent of the corporation shall be Glenn M. Gormley, whose address is 100 Fourth Avenue North, Seattle, Washington 98109, which is also the address of the registered office of the corporation.

2. The registered agent and office of the corporation may be changed at any time by resolution of the Board of Directors.

ARTICLE VIII

INCORPORATOR

The name and post office address of the incorporator of this corporation is Glenn M. Gormley, 100 Fourth Avenue North, Seattle, Washington 98109.

DATED this 6^th day of January, 1982.

/s/ Glenn M. Gormley

Glenn M. Gormley, Incorporator

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ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

FISHER COMMUNICATIONS INC.

THESE ARTICLES OF AMENDMENT of the Articles of Incorporation of FISHER COMMUNICATIONS INC., a Washington corporation, are hereby executed and delivered for filing in accordance with the provisions of Section 23B.10.060 of the Washington Business Corporation Act:

1. The name of the corporation is FISHER COMMUNICATIONS INC.

2. Article I of the Articles of Incorporation of the corporation is hereby amended to read as follows:

ARTICLE I

The name of the corporation is FISHER PATHWAYS, INC.

3. Article V, Section 1 of the Articles of Incorporation of the corporation is hereby amended to read as follows:

ARTICLE V

The number of directors of this corporation shall be as fixed in its By-Laws and may be changed from time to time in the manner provided by the By-Laws, but the number of said directors shall never be less than one (1) nor more than five (5).

4. The above amendments were adopted on February 16, 2001.

5. The amendment to Article I was duly approved by the Board of Directors of the corporation, without shareholder action, in accordance with the provisions of Section 23B.10.020(5)

of the Washington Business Corporation Act. Shareholder action was not required to effect this amendment.

6. The amendment to Article V was duly approved by the sole shareholder of the corporation in accordance with the provisions of Sections 23B.10.030 and 23B.10.040 of the Washington Business Corporation Act.

DATED this 7^th day of March, 2001.

FISHER COMMUNICATIONS INC.
By	/s/ Sharon J. Johnston
	Sharon J. Johnston Its Secretary

EX-3.12

Exhibit 3.12

AMENDED AND RESTATED

BYLAWS

OF

FISHER PATHWAYS, INC.

February 21, 2002

TABLE OF CONTENTS

		Page
ARTICLE I   SHAREHOLDERS’ MEETINGS		1
1.1.	Place	1
1.2.	Annual Meeting	1
1.3.	Special Meetings	1
1.4.	Notices of Meetings	1
1.5.	Waiver of Notice	2
1.6.	Adjourned Meetings	2
1.7.	Quorum of Shareholders	2
1.8.	Voting of Shares	2
1.9.	Action Without Meeting	3
ARTICLE II   BOARD OF DIRECTORS		3
2.1.	Number and Qualifications	3
2.2.	Election - Term of Office	3
2.3.	Vacancies	3
2.4.	Annual Meeting	3
2.5.	Regular Meetings	3
2.6.	Special Meetings	3
2.7.	Notice of Meetings	3
2.8.	Waiver of Notice	4
2.9.	Quorum of Directors; Attendance by Means of Communications Equipment	4
2.10.	Dissent by Directors	4
2.11.	Action Without Meeting	4
2.12.	Committees	5
ARTICLE III   OFFICERS		5
3.1.	Officers Enumerated - Appointment	5
3.2.	Qualifications	5
3.3.	President	5
3.4.	Vice President	6
3.5.	Secretary	6
3.6.	Treasurer	6
3.7.	Other Officers and Agents	6
3.8.	Removal of Officers	6
3.9.	Vacancies	6
3.10.	Salaries	6
ARTICLE IV   BUSINESS OF THE CORPORATION		7
4.1.	Obligations	7
4.2.	Contracts	7
4.3.	Loans to Corporation	7

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4.4.	Checks and Drafts	7
ARTICLE V   INDEMNIFICATION		7
ARTICLE VI   STOCK		7
6.1.	Certificate of Stock	7
6.2.	Legend on Certificates of Stock	8
6.3.	Transfer	8
6.4.	Shareholders of Record	8
6.5.	Loss or Destruction of Certificates	8
6.6.	Record Date and Transfer Books	8
6.7.	Regulations	9
6.8.	Preemptive Rights	9
ARTICLE VII   BOOKS AND RECORDS		9
7.1.	Records of Corporate Meetings and Share Register	9
7.2.	Reliance on Records	9
ARTICLE VIII   CORPORATE SEAL		9
ARTICLED IX   AMENDMENTS		9
9.1.	By the Shareholders	9
9.2.	By the Board of Directors	9
ARTICLE X   FISCAL YEAR		10

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AMENDED AND RESTATED

BYLAWS

OF

FISHER PATHWAYS, INC.

(Incorporated Under the Laws of Washington)

ARTICLE I

SHAREHOLDERS’ MEETINGS

1.1. Place. Shareholders’ meetings will be held at the principal office of the corporation, or at any other location within or without the State of Washington as determined by the Board of Directors and stated in the notice of meeting.

1.2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors to succeed those whose terms then expire and for the transaction of any other business as may properly come before the meeting will be held each year in May or at such other time as designated by the Board of Directors. Failure to hold an election of directors at the annual meeting of the shareholders, or failure to hold an annual meeting of the shareholders at the time stated in these Bylaws, through oversight or otherwise, does not affect the validity of any corporate action, and a meeting of the shareholders may be held at a later date for the election of directors and for the transaction of any other business that may properly come before the meeting. Any election held or other business transacted at a later meeting will be as valid as if done or transacted at the annual meeting of the shareholders. Any later meeting will be called in the same manner as a special meeting of the shareholders, and notice of the time, place, and purpose of the meeting will be given in the same manner as notice of a special meeting of the shareholders.

1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the President, any member of the Board of Directors, or by holders of not less than 10% of all shares of stock of the corporation entitled to vote on any issue proposed to be considered at the meeting.

1.4. Notices of Meetings. Notice stating the date, time, and place of the meeting, any information required by the corporation’s Articles of Incorporation or these Bylaws, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the corporation, or the dissolution of the corporation, in which case notice will be delivered not less than twenty (20) nor more than sixty (60) days before the date of the meeting. Notice of any shareholders’ meeting will be delivered by mail,

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personal carrier, personal delivery, telegraph, teletype, facsimile transmission (with confirmation of receipt), or any other method provided in the Washington Business Corporation Act as it may from time to time be amended (RCW 23B), by or at the direction of the President, Secretary, or person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting and to others as required by law. If mailed, the notice will be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the shareholder at his or her address as it appears in the current records of the corporation.

1.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived at any time, either before or after the meeting, if the waiver is in writing, signed by the shareholders entitled to notice, and delivered to the corporation. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.6. Adjourned Meetings. An adjournment or adjournments of any shareholders’ meeting may be taken until the time and place determined by those present, without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. However, any meeting at which directors are to be elected will be adjourned only from day to day until the directors are elected.

1.7. Quorum of Shareholders. A majority of the votes in a voting group entitled to vote on a matter represented at a shareholders’ meeting in person or by proxy other than solely to object to the meeting or the business to be transacted, having once been in attendance at the meeting, will constitute a quorum for that voting group for action taken during the meeting on that matter. If a quorum is present, action is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other during the meeting. Participation by such means will constitute presence in person at a meeting.

1.8. Voting of Shares. All voting at shareholders’ meetings will be by voice vote unless any qualified voter demands a vote by ballot. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise provided in the Articles of Incorporation, each outstanding share is entitled to one vote on each matter submitted, and shareholders do not have the right to cumulate their votes with respect to the election of directors.

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1.9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all shareholders entitled to vote on the action and is delivered to the corporation. Fewer than all shareholders entitled to vote may take any action permitted by law without a meeting or vote in accordance with RCW 23B.07.040 if it is permitted by the corporation’s Articles of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

2.1. Number and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation will be managed by a Board of Directors, the members of which need not be shareholders of the corporation or residents of the State of Washington. The number of directors will be as set by resolution of the Board of Directors from time to time. If not set by the Board of Directors, the number of directors will be one (1).

2.2. Election - Term of Office. The directors will be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified.

2.3. Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the remaining directors, constituting a quorum, or by the shareholders entitled to vote for the positions vacated. Directors elected to fill vacancies will hold office during the unexpired term of their predecessors and until their successors are elected and qualified.

2.4. Annual Meeting. The first meeting of each newly elected Board of Directors will be the annual meeting of the Board of Directors and will be held immediately after and at the same place as the annual shareholders’ meeting or any later shareholders’ meeting at which a Board of Directors is elected.

2.5. Regular Meetings. Regular meetings of the Board of Directors will be held on the dates and at the times and places decided by resolution of the Board of Directors.

2.6. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any director of the corporation in the manner and with the notice provided in Section 2.7 of these Bylaws.

2.7. Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors is not required. Notice of the date, time, and place of special meetings of the Board of Directors must be given, by or at the direction of the President, the Secretary, or any person or persons calling the meeting, by mail, facsimile, telegram, or personal communication over the telephone or otherwise, at least two (2) days prior to the day on which the meeting is to be held. No notice need be given if the time and place of the meeting has been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to every director at least three (3) days before the meeting.

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2.8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived at any time, either before or after a meeting, if the waiver is in writing, signed by the director entitled to notice, and delivered to the corporation. Notice is waived by any director attending or participating in a meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to any action taken at the meeting.

2.9. Quorum of Directors; Attendance by Means of Communications Equipment. A majority of the number of directors fixed in accordance with the Articles of Incorporation or these Bylaws from time to time will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the meeting. Participation by such means will constitute presence in person at a meeting.

2.10.  Dissent by Directors. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless (a) the director objects at the beginning of the meeting, or promptly on his or her arrival, to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.11.  Action Without Meeting. Any action which may be or is required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of a committee designated by the Board of Directors, may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all of the directors or all of the members of the committee, as the case may be, and is delivered to the corporation. The fully signed consent resolution will have the same force and effect as a unanimous vote. Action taken under this Section 2.11 shall be effective when the last director signs the consent, unless the consent specifies a later date.

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2.12.  Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee or one or more other committees. Each must consist of two (2) or more members, who shall serve at the pleasure of the Board of Directors. The committees will be governed by the same rules regarding meetings, actions without meetings, notices, waivers of notice, and quorum and voting requirements applied to the Board of Directors. To the extent provided in the resolution forming the committee, each committee will have and may exercise all the authority of the Board of Directors, except that no committee will have the authority to:

2.12.1  Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

2.12.2  Approve or propose to shareholders action required to be approved by shareholders;

2.12.3  Fill vacancies on the Board of Directors or on any of its committees;

2.12.4  Amend the Articles of Incorporation of the corporation;

2.12.5  Adopt, amend, or repeal these Bylaws;

2.12.6  Approve a plan of merger not requiring shareholder approval; or

2.12.7  Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as authorized by the Board of Directors within limits specifically prescribed by the Board.

The creation of, delegation of authority to, or action by such a committee of the Board will not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

ARTICLE III

OFFICERS

3.1. Officers Enumerated - Appointment. The officers of the corporation may include a President, one or more Vice Presidents, a Secretary, a Treasurer and any assistants to the officers as the Board of Directors may determine. All officers will be appointed by the Board of Directors at its annual meeting to hold office until their successors are elected and qualified.

3.2. Qualifications. None of the officers of the corporation need be a director. Any two or more offices may be held by the same person.

3.3. President. The President will oversee the operations of the corporation. Subject to the authority of the Board of Directors, the President will have general charge, supervision, and control over the business and affairs of the corporation and will be responsible for its management. The President may preside at all meetings of the shareholders and of the Board of Directors if he or she is a member of the Board. Any shares of stock of another corporation held by the corporation will be voted by the President, subject to direction from the Board of Directors. The President will perform any other duties assigned to that office from time to time by the Board of Directors.

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3.4. Vice President. If the President is absent or disabled, the Vice Presidents, if any, in the order designated by the Board of Directors, will have and may exercise and perform the authority and duties of the President. In addition, the Vice President will perform any other duties assigned to that office by the Board of Directors or the President from time to time. Each Vice President will have the title, seniority, and duties established for him or her by the Board of Directors.

3.5. Secretary. The Secretary will prepare and keep minutes of meetings of shareholders and directors, will be responsible for authenticating records of the corporation, and will exercise the usual authority pertaining to the office of Secretary. The Secretary will keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of certificates. The Secretary will keep and, when proper, affix the seal of the corporation, if any, and will perform any other duties assigned to that office by the Board of Directors or the President from time to time.

3.6. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board of Directors, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be ordered by the Board of Directors on securing proper vouchers. The Treasurer will render to the Board of Directors from time to time, as may be required, an account of all transactions as Treasurer, and will perform any other duties assigned to mat office from time to time by the Board of Directors or the President.

3.7. Other Officers and Agents. The Board of Directors may appoint other officers and agents as it deems necessary or expedient. Such other officers will hold their offices for terms as provided in Subsection 3.1 above, and such other agents will hold their positions for the periods determined from time to time by the Board of Directors. These other officers and agents will exercise the authority and perform the duties prescribed for them by the Board of Directors, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

3.8. Removal of Officers. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation will be served by doing so. Removal will be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or agent will not of itself create contract rights.

3.9. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.10.  Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors will be fixed by the Board of Directors.

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ARTICLE IV

BUSINESS OF THE CORPORATION

4.1. Obligations. The President (or, in his or her absence or disability, the Vice Presidents) will have responsibility for and authority to carry out the normal and regular business affairs of the corporation. Any agreements or other documents requiring Board approval will be valid if approved by the Board and signed by the President or Vice President.

4.2. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances.

4.3. Loans to Corporation. No loans will be contracted on behalf of the corporation, and no evidence of indebtedness will be issued in its name, unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

4.4. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation will be signed by the officer(s) or agent(s) of the corporation and in the manner prescribed from time to time by the Board of Directors.

ARTICLE V

INDEMNIFICATION

The corporation may provide indemnification consistent with its Articles of Incorporation and applicable state laws.

ARTICLE VI

STOCK

6.1. Certificate of Stock. Certificates of stock will be issued in numerical order. Each shareholder will be entitled to a certificate signed, either manually or in facsimile, by any two officers of the corporation, one of which must be the President or Vice President. The certificate may be sealed with the corporate seal. Every certificate of stock will state:

(a) The name of the corporation and the fact that the corporation is incorporated under the laws of the State of Washington;

(b) The name of the registered holder of the shares represented by the certificate; and

(c) The number and class of the shares and the designation of the series, if any, represented by the certificate.

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6.2. Legend on Certificates of Stock. The corporation will cause the certificates of stock of the corporation to be endorsed with the legends similar to the following legend(s) prior to their issuance:

The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (ii) the Corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the Corporation stating that such transaction is exempt from registration or (iii) the Corporation otherwise satisfies itself that such transaction is exempt from registration.

6.3. Transfer. Shares of stock may be transferred by delivery of the certificate, accompanied by either an assignment in writing on the back of the certificate or a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer will be valid, except as between the parties to the transfer, until the transfer is made on the books of the corporation. Except as otherwise specifically provided in these Bylaws, no shares of stock will be transferred on the books of the corporation until the outstanding certificate or certificates representing the transferred stock have been surrendered to the corporation or to its transfer agent or registrar.

6.4. Shareholders of Record. The corporation will be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact of those shares for all purposes, including the payment of dividends on and the right to vote the stock, unless provided otherwise by the Board of Directors.

6.5. Loss or Destruction of Certificates. If any certificate of stock is lost or destroyed, another may be issued in its place on proof of loss or destruction and on the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

6.6. Record Date and Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors will make in advance a record date for any such determination of shareholders. The record date in any case will not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed for these purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, will be the record date for the determination of shareholders.

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6.7. Regulations. The Board of Directors will have the power and authority to make all rules and regulations it deems expedient concerning the issue, transfer, conversion, and registration of certificates for shares of stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Washington.

6.8. Preemptive Rights. Unless otherwise set forth in the Articles of Incorporation, shareholders do not have a preemptive right to acquire unissued shares of stock of the corporation.

ARTICLE VII

BOOKS AND RECORDS

7.1. Records of Corporate Meetings and Share Register. The corporation will keep at either its principal place of business, its registered office, or another place permitted by law, as the Board of Directors may designate, (a) complete books and records of account and complete minutes or records of all of the proceedings of the Board of Directors, director committees, and shareholders, and (b) a record of shareholders, giving the names of the shareholders in alphabetical order by class of shares and showing their respective addresses and the number and class of shares held by each.

7.2. Reliance on Records. Any person dealing with the corporation may rely on a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, director committees, or shareholders when certified by the President, Vice President, or Secretary.

ARTICLE VIII

CORPORATE SEAL

The corporation may adopt, but will not be required to adopt, a corporate seal. If a seal is adopted, it will consist of a flat-faced circular die producing words, letters, and figures in raised form which will state the name of the corporation, the year of its incorporation, and the words “corporate seal.”

ARTICLE IX

AMENDMENTS

9.1. By the Shareholders. These Bylaws may be amended altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

9.2. By the Board of Directors. The Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board, if notice of the proposed alteration or amendment is contained in the notice of the meeting; provided, however, the Board of Directors shall not amend, alter, or repeal any Bylaw in such manner as to affect the qualifications, classifications, term of office or compensation of the directors in any way. Any action of the Board of

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Directors with respect to the amendment, alteration or repeal of these Bylaws is made expressly subject to change or repeal by the shareholders.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

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CERTIFICATE OF ADOPTION

The undersigned, being the secretary of FISHER PATHWAYS, INC., certifies that these are the Amended and Restated Bylaws of the corporation, duly adopted by the Board of Directors.

DATED: February 21, 2002.

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

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EX-3.13

Exhibit 3.13

ARTICLES OF INCORPORATION

of

FISHER PROPERTIES INC.

For the purpose of forming a corporation under the laws of the State of Washington, Bruce M. Pym, being over the age of 21 years, hereby certifies and adopts in triplicate the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be FISHER PROPERTIES INC.

ARTICLE II

The existence of this corporation shall be perpetual.

ARTICLE III

The purposes for which this corporation is organized are as follows:

A. To engage in the business of acquiring, holding, owning, managing and disposing of real properties, whether situated within or without the State of Washington, and investments in any form of property whatsoever.

B. Generally to engage in and carry on any lawful business or trade which may, in the judgment of the Board of Directors, at any time be necessary, useful or advantageous in connection with the accomplishment of the purposes and objects of this corporation, whether or not such business or trade is similar in nature to the purposes and objects heretofore set forth in this ARTICLE III.

C. To do such other acts and things and to have such powers as are permitted or granted to corporations generally by the laws of the State of Washington.

ARTICLE IV

The total number of shares of stock which the corporation is authorized to issue is 500, all of which shall be of one class of a par value of $100 each, and all of which shall be known as common stock. None of the shareholders of the corporation shall have any pre-emptive right or rights to acquire shares of stock of the corporation.

ARTICLE V

This corporation shall not commence business until consideration of the value of at least $500 has been received for the issuance of shares.

ARTICLE VI

A. The Board of Directors of this corporation, by resolution adopted at any regular or special meeting of such Board, may (1) distribute to its shareholders out of earned surplus or capital surplus, or both, a portion of the corporation’s assets, in cash or kind or party in cash and partly in kind, and (2) offer to purchase and purchase shares of the corporation, to the extent of unreserved and unrestricted earned surplus or unreserved and unrestricted capital surplus, or both, available therefor. To the extent that earned surplus or capital surplus or both are used as the measure of the corporation’s right to purchase its own shares, such surplus or surpluses shall be restricted so long as such shares are held as treasury shares. Upon the disposition or cancellation of any such shares, this restriction shall be removed, pro tanto.

B. The Board of Directors of this corporation, by resolution adopted at any regular or special meeting of such Board, may designate from among its members an Executive Committee and one or more

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other committees each of which, to the extent provided in the by-laws of the corporation or in such resolution, shall have and may exercise all of the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation or the By-Laws of the Corporation; adopting a plan of merger or consolidation; recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of the corporation other than in the usual and regular course of its business; or recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof. The designation of any such committee by the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

C. The corporation may enter into contracts and otherwise transact business as vendor, purchaser, lessee, lessor, or otherwise, with its directors, officers and stockholders, and with corporations, associations, firms and entities in which such directors, officers and stockholders are or may become interested as directors, officers, stockholders, members or otherwise, as freely as though such adverse interest did not exist, even though the vote, action or presence of such director, officer or stockholder may be necessary to obligate the corporation upon such contract or transaction. In the absence of fraud, no such contract or transaction shall be avoided, and no such director, officer or stockholder shall be held liable to account to the corporation by

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reason of such adverse interest, or by reason of any fiduciary relationship to the corporation arising out of such office or stock ownership, for any profit or benefit realized by him through any such contract or transaction; provided, that in the case of directors and officers of the corporation (but not in the case of stockholders who are not directors or officers) the nature of the interest of such director or officer, although not necessarily the details or extent thereof, shall be disclosed or known to at least a majority of the Board of Directors of the corporation prior to the time that such contract or transaction is entered into. A general notice that a director or an officer of the corporation is interested in any corporation, association, firm or entity shall be sufficient disclosure as to such director or officer with respect to all contracts and transactions with that corporation, association firm or entity.

D. Any contract, transaction or act of the corporation, or of any director or officer thereof, which shall be ratified by the stockholders at any meeting of the stockholders, shall be valid and binding, insofar as permitted by law, as though ratified by every stockholder of the corporation.

E. Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was a director, officer or employee of the corporation or of another corporation for which he served as such at the request of this corporation, shall be indemnified by this corporation against the reasonable expenses, including attorney fees, actually and necessarily incurred by him in connection with the defense of such

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action, suit or proceeding, or in connection with any appeal thereof, except in relation to matters in which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such director, officer or employee may be entitled apart from this provision. Any amount payable by way of indemnity shall be determined and paid pursuant to (1) court order, (2) resolution adopted by the holders of record of a majority of the outstanding shares of this corporation, or (3) resolution adopted by the Board of Directors of this corporation.

ARTICLE VII

A. The location and post office address of the registered office of the corporation in the State of Washington shall be 3900 Seattle-First National Bank Building, Seattle, Washington 98154.

B. The registered agent of the corporation shall be Donald G. Graham, Jr., whose address is 3900 Seattle-First National Bank Building, Seattle, Washington 98154.

C. The registered office and registered agent of the corporation may be changed at any time by resolution of the Board of Directors.

ARTICLE VIII

A. The number of directors of the corporation shall be fixed by its by-laws and may be changed from time to time by amending such by-laws as therein and herein provided, but the number of directors shall never be less than 7 nor more than 15.

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B. In furtherance and not in limitation out of the powers conferred by the laws of the State of Washington, the Board of Directors is expressly authorized to adopt, alter, amend and repeal by-laws of the corporation

C. The initial directors of the corporation and their post office addresses are as follows:

Name	Post Office Address
J. L. Locke	3311 Seattle-First National Bank Bldg. Seattle, Washington 98154
K. R. Fisher	3235 - 16th Avenue Southwest Seattle, Washington 98134
R. G. Alden	3235 - 16th Avenue Southwest Seattle, Washington 98134
Bryant R. Dunn	3900 Seattle-First National Bank Bldg. Seattle, Washington 98154
Chapin Henry	411 Seneca Street Seattle, Washington 98101
O. W. Fisher	3235 - 16th Avenue Southwest Seattle, Washington 98134
D. G. Graham, Sr.	3900 Seattle-First National Bank Bldg. Seattle, Washington 98154
G. O. Fisher	3311 Seattle-First National Bank Bldg. Seattle, Washington 98154
Geo. F. Warren	Route 4, P. 0. Box 616 Poulsbo, Washington 98370

The term of office of such initial directors shall be until the first annual meeting of stockholders and until there successors are elected and qualified.

ARTICLE IX

The name and post office address of the incorporator of this corporation is Bruce M. Pym, 3900 Seattle-First National Bank Building, Seattle, Washington 98154.

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IN WITNESS WHEREOF, the incorporator hereinabove named has set his hand as of the 1st day of September, 1971.

/s/ Bruce M. Pym

Bruce M. Pym

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ARTICLES OF AMENDMENT OF

ARTICLES OF INCORPORATION

OF

FISHER PROPERTIES INC.

By these Articles of Amendment to its Articles of Incorporation, FISHER PROPERTIES INC., a Washington corporation, by its Vice President, Donald G. Graham, Jr., hereby certifies:

(1) The name of the corporation is FISHER PROPERTIES INC.

(2) An amendment to its Articles of Incorporation has been duly adopted by the corporation amending Article VI thereof by adding a new paragraph F thereto reading as follows:

“F. Personal liability of a director of this corporation to the corporation or its shareholders for monetary damages for the conduct of such director, as a director of this corporation, is eliminated to the full extent authorized by RCW Section 23A.12.020(d).”

(3) The date of the adoption of the amendment by the shareholders was the 23rd day of June, 1988.

(4) The number of shares of the corporation Issued and outstanding, all of which were entitled to vote on said Amendment, was 400 shares, all of which are Common Stock.

(5) The number of shares voted for such Amendment was 400 shares, and no shares were voted against the Amendment.

IN WITNESS WHEREOF, these Articles of Amendment are hereby executed in duplicate by FISHER PROPERTIES INC. by its Vice President, this              day of June, 1988.

FISHER PROPERTIES INC.
By:	/s/ Donald G. Graham, Jr.
	Donald G. Graham, Jr.
	Vice President

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EX-3.14

Exhibit 3.14

BY-LAWS

of

FISHER PROPERTIES INC.

(Incorporated Under the Laws of Washington)

Amended February 15, 2001

ARTICLE I

REGISTERED OFFICE

The location and post office address of the registered office of the corporation shall be: 1525 One Union Square, Seattle, Washington 98101.

ARTICLE II

STOCKHOLDERS’ MEETINGS

1. ANNUAL MEETING. The annual meeting of the stockholders of the corporation for the election of Directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held each year at the principal place of business of the corporation (unless a different place within or without the State of Washington is specified in the notice of the meeting), on the first Tuesday of May, if not a legal holiday, and if a legal holiday, then on the next succeeding day which is not a holiday, at 10:00 o’clock in the forenoon unless otherwise stated in the notice of meeting. In the event of failure to hold an election of directors at the annual meeting of stockholders or in the event the annual meeting of the stockholders shall be omitted by oversight or otherwise, a meeting of the stockholders may be held at a later date for the election of Directors and for the transaction of such other business as may properly come before the meeting. Any election held or other business transacted at any such later meeting shall be as valid as if done or transacted at the annual meeting of the stockholders. Any such later meeting shall be called in the same manner as a special meeting of the stockholders and notice of the time, place and purpose thereof shall be given in the same manner as notice of a special meeting of the stockholders.

2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Board of Directors to be held at such time and place as the Board may prescribe. At any time, upon the request of the Chairman of the Board or the President, or of any three (3) directors, or of any stockholder or stockholders in the aggregate at least ten percent (10%) of the voting power of all stockholders, it shall be the duty of the Secretary to call a special meeting of the stockholders to be held at such place and at such time as the Secretary may fix, not less than (10) nor more than thirty-five (35) days after the receipt of said request, and if the Secretary shall neglect or refuse to issue such call, the directors or stockholders making the request may do so.

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3. NOTICE OF MEETINGS. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting; either personally or by mail, by or at the direction of the Chairman of the Board or the President, the Secretary, or the person or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears in the stockholder address records of the corporation, with postage thereon prepaid.

4. WAIVER OF NOTICE. Notice of any stockholders’ meeting may be waived in writing by any stockholder at any time, either before or after any such meeting, and shall be deemed waived by the presence of such stockholder at the meeting unless such stockholder (a) shall have made his written objection to the transaction of business at such a meeting for the reason that it is not lawfully called or convened and (b) shall, at or prior to the commencement of such meeting, deliver such written objection to the chairman of the meeting or other officer of the corporation present at such meeting.

5. ADJOURNED MEETINGS. An adjournment or adjournments of any stockholders’ meeting may be taken until such time and place as those present may determine without new notice being given, whether by reason of the failure of a quorum to attend or otherwise; but any meeting at which Directors are to be elected shall be adjourned only from day to day until such Directors are elected.

6. QUORUM OF STOCKHOLDERS. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter under consideration shall be the act of the stockholders, unless the vote of a greater number is required by law or by the Articles of Incorporation.

7. VOTING OF SHARES. Each outstanding share shall be entitled to one vote on each matter submitted, except in the case of election of directors as provided in this section. All voting at stockholders’ meetings shall be by voice vote, except in the case of election of Directors or unless any qualified voter shall demand a vote by ballot. A stockholder may vote either in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in such proxy. At each election for Directors, every stockholder entitled to vote at such election shall have the right to vote in person or by proxy the number of shares owned by him for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates.

8. ADDITIONAL AUTHORITY TO CALL MEETINGS AND GIVE NOTICE. In addition to the persons herein authorized to call any meeting of the stockholders and to

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give notice of the meeting, the President of Fisher Companies Inc., the sole stockholder of this corporation, is also authorized to call any such meeting and give notice thereof.

ARTICLE III

BOARD OF DIRECTORS

1. NUMBER AND QUALIFICATIONS. The number of directors shall be one (1) and may be changed from time to time by resolution of the board of directors, but the number of said directors shall never be less than (1) nor more than fifteen (15), and no decrease shall have the effect of shortening the term of any incumbent director.

2. ELECTION - TERM OF OFFICE. The Directors shall be elected by the stockholders at each annual stockholders’ meeting, to hold office until the next annual stockholders’ meeting and their respective successors are elected and qualified.

3. VACANCIES. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by a majority of the remaining Directors attending any regular meeting of the Board of Directors, or any special meeting if the notice of such special meeting indicates that filling such vacancy is a purpose of the meeting. A Director thus elected to fill in a vacancy shall hold office during the unexplored term of his predecessor and until his successor is elected and qualified.

4. ANNUAL MEETING. The first meeting of each newly elected Board of Directors shall be known as the annual meeting thereof and shall be held as soon as convenient after the annual stockholders’ meeting or any later stockholders’ meeting at which a Board of Directors is elected.

5. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on such dates and at such times and places as the Board of Directors by resolution may decide.

6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time or at any place whenever called by the Chairman of the Board or the President, or by the Secretary at the request of any three (3) or more Directors.

7. PLACE OF MEETINGS. Any meeting of the Board of Directors may be held within or without the State of Washington.

8. NOTICE OF MEETINGS. Notice of the annual meeting of the Board of Directors shall not be required. Notice of the time and place of all other meetings of the Board of Directors shall be given by the Chairman of the Board or the President, or the Secretary or any person or persons calling the meeting by mail, radio, telegram or personal communication over the telephone or otherwise, at least three (3) days prior to the day upon which the meeting is to be held; provided, that no notice need be given if the time and place thereof shall have been fixed by resolution of the Board of Directors

3

and a copy of such resolution has been mailed to every Director at least three (3) days before the first of any meetings held in pursuance thereof.

9. WAIVER OF NOTICE. Notice of any meeting of the Board of Directors need not be given to any Director if such notice is waived by him in writing, or by radio, telegram or personal communication over the telephone or otherwise, whether before or after such meeting is held. Notice of any meeting shall be deemed waived by the presence of a Director at the meeting unless such Director (a) shall have made his written objection to the transaction of business at such meeting for the reason that it is not lawfully called or convened and (b) shall, at or prior to the commencement of such meeting, deliver such written objection to the chairman of the meeting. Any meeting of the Board shall be a legal meeting without any notice thereof having been given if all the Directors are either present, other than for the sole purpose just described, or waive notice thereof.

10. DIRECTOR FEES. Each director shall receive as compensation a fee of $400.00 for services rendered at each regular or special meeting of the Board of Directors or meeting of a committee thereof and, in addition, shall be reimbursed for expenses of travel and lodging reasonably incurred in attending any such meeting.

11. QUORUM OF DIRECTORS. A majority of the number or Directors fixed by these By-Laws shall constitute a quorum for the transaction of business, but a less number may adjourn any meeting from time to time and the same may be held without further notice. When a quorum is present at any meeting, a majority vote of the members in attendance shall decide any question brought before such meeting, except that no sale or exchange of unissued stock shall be made without the affirmative vote of three-fourths (3/4) of the entire Board of Directors declaring that the sale or exchange of such stock is necessary for a specific business purpose of the corporation other than the acquisition of additional capital funds in cash. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

12. ADDITIONAL AUTHORITY TO CALL MEETINGS AND GIVE NOTICE. In addition to the persons herein authorized to call any meeting of the Board of Directors and to give notice of the meeting, the President of Fisher Companies Inc., the sole stockholder of this corporation is also authorized to call any such meeting and give notice thereof.

ARTICLE IV

EXECUTIVE COMMITTEE

1. MEMBERSHIP. The Executive Committee authorized by the Articles of Incorporation shall consist of the Chairman of the Board, the President and two (2) other Directors of the corporation elected by the Board of Directors. The Chairman of the Board shall be the chairman of the Committee unless the Board designates some other member of the Committee as its chairman. The members of the Committee shall be

4

elected by the Board at each annual meeting, to hold office until their successors are elected and qualified.

2. VACANCIES. Vacancies on the Committee arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3. POWERS AND DUTIES. The Executive Committee shall have and may exercise all of the authority of the Board of Directors, except for such matters as to which the Articles of Incorporation restrict such executive committee. All actions of the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding any such action.

4. RULES AND PROCEDURE. The Executive Committee shall fix its own . rules of procedure and shall meet where and as provided by such rules. Special meetings of the Committee may be called at any time by the chairman of the Committee or any two (2) members. At all meetings of the Committee, the presence of at least two (2) members shall be necessary to constitute a quorum. The affirmative vote of a majority of the members present shall be necessary and sufficient for the adoption of any resolutions.

ARTICLE V

COMPENSATION COMMITTEE

1. MEMBERSHIP. The Compensation Committee shall consist of not less than four (4) directors of the Corporation elected by the Board of Directors, none of whom shall be an employee of the Corporation or any of its subsidiaries. Each member of the Committee shall continue as a member of the Committee at the pleasure of the Board.

2. VACANCIES. Vacancies on the Committee arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3. POWERS AND DUTIES. Subject to the oversight of the Compensation Committee of Fisher Companies Inc., as. established in Paragraph (vii) hereof, the Compensation Committee shall:

(i) Review and establish the salary of officers and selected other key management employees of the Corporation and its subsidiaries;

(ii) Review and establish all cash bonuses under and pursuant to the Fisher Properties Management Incentive Plan;

(iii) Review and recommend changes in compensation for members of the Corporation’s Board of Directors;

(iv) Authorize the enrollment of selected management employees of the Corporation as new participants in the Supplemental Pension Plan;

(v) Recommend to the Board any additional compensation or employee benefit programs of a substantial nature and changes to existing programs of the Corporation or its subsidiaries;

(vi) Record all actions of the Committee in minutes of its meetings; and

5

(vii) Report to the Board compensation actions of the Committee prior to their effective date.

Compensation action by the Committee which establishes (i) cash bonuses or (ii) any salary in excess of $150,000 for officers and selected key management employees shall be subject to the review and approval of the Compensation Committee of Fisher Companies Inc. in advance of the effective date of any such action.

4. RULES OF PROCEDURE. The Compensation Committee shall fix its own rules of procedure and shall meet where and as provided by such rules. Special meetings of the Committee may be called at any time by the Chairman of the Committee or any two (2) members. At all meetings of the Committee, the presence of at least three (3) members shall be necessary to constitute a quorum. The affirmative vote of a majority of the members present shall be necessary and sufficient for the adoption of any resolution.

ARTICLE VI

OFFICERS

1. OFFICERS ENUMERATED - ELECTION. The officers of the corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, and a Treasurer, as well as such assistants to such officers as the Board of Directors may determine, all of whom shall be elected by the Board of Directors at the annual meeting thereof, to hold office for the term of one (1) year and until their successors are elected and qualified.

2. QUALIFICATIONS. None of the officers of the corporation except the Chairman of the Board and the President need be a Director. Any two or more offices may be held by the same person, except for the office of President.

3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the Board of Directors and shall, to the extent he deems advisable, confer with and assist the President in the formulation of overall policy and in future planning and development, financial activity, public relations and other areas he deems appropriate. He shall render such other services as are assigned by the Board of Directors.

4. PRESIDENT. The President shall be the Chief Executive Officer of this corporation. He shall supervise and manage the business and affairs of the corporation and perform such other duties as are normally incident to the office of Chief Executive Officer. In the absence of the Chairman of the Board he shall preside at all meetings of the Board of Directors.

5. VICE PRESIDENT. In the absence or disability of the President, one of the Vice Presidents, in the order determined by the order of their election, shall act as President, but a Vice President who is not a Director cannot succeed to or fill the office of President. Each Vice President shall perform such other duties as the Board of Directors,

6

the Executive Committee, or the President may from time to time designate or assign to him. One or more of the Vice Presidents may be designated by the Board of Directors as Resident Vice President, Senior Vice President, Executive Vice President, or such other title as the Board deems appropriate for his position and duties.

6. SECRETARY. The Secretary shall issue notices of meetings of stockholders and Directors and shall make and keep minutes of meetings of stockholders and Directors. The Secretary shall keep and, when proper, affix the seal of the corporation. The Secretary shall keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of such certificates. The Secretary shall exercise the usual authority pertaining to the office of Secretary, and he shall perform such other duties as the Board of Directors, the Executive Committee or the President may from time to time designate.

7. TREASURER. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation. He shall deposit all such funds in the name of the corporation in such depositories or invest them in such investments as may be designated or approved by the Board of Directors, and shall authorize disbursement of the funds of the corporation in payment of just demands against the corporation, or as may be ordered by the Board of Directors or the Executive Committee on securing proper vouchers for such disbursements. He shall render to the Board of Directors from time to time as may be required of him an account of all his transactions as Treasurer, and shall perform other such duties as may from time to time be assigned to him by the Board of Directors, the Executive Committee or the President.

8. VACANCY. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

9. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient. Such other officers shall hold their offices for terms as provided in Section 1. of this Article VI and such other agents shall hold their offices for such period as shall be determined from time to time by the Board of Directors. Such other officers and agents shall exercise such authority and perform such duties as the Board of Directors, Executive Committee or President may prescribe, which authority and duties may include, in the case of other officers, one or more of the duties of the named officers of the corporation.

10. REMOVAL OF OFFICERS. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

11. SALARIES. Salaries of all officers and agents of the corporation appointed by the Board of Directors shall be fixed by the Board of Directors.

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ARTICLE VII

STOCK

1. CERTIFICATE OF STOCK. Certificates of stock shall be issued in numerical order and each stockholder shall be entitled to a certificate signed by the President or Vice President and the Secretary or an Assistant-Secretary and sealed with the corporate seal. Every certificate of stock shall state (1) that the corporation is incorporated under the laws of the State of Washington, (2) the name of the registered holder of the shares represented thereby, and (3) the number, class and par value of the shares which the certificate represents.

2. TRANSFERS. Shares of stock may be transferred by the delivery of the certificates therefor accompanied either by an assignment in writing on the back of the certificate or by a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer shall be valid, except as between the parties thereto, until such transfer shall have been made upon the books of the corporation. Except as otherwise specifically provided by these By- Laws, no shares of stock shall be transferred on the books of the corporation until the outstanding certificate or certificates therefor have been surrendered to the corporation.

3. STOCKHOLDERS OF RECORD. The corporation shall be entitled to treat the holder of record on the books of the corporations of any share or shares of stock as the holder in fact thereof for all purposes, including the payment of dividends on such stock and the right to vote on such stock.

4. LOSS OR DESTRUCTION OF CERTIFICATES. In case of loss or destruction of any certificate of stock, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

5. CLOSING OF TRANSFER BOOKS. The Board of Directors may close the books of the corporation against transfers of stock of the corporation for such period as the Directors may from time to time determine, in anticipation of stockholders’ meetings, the payment of any dividend or distribution, or any change, conversion or exchange of shares of the corporation.

6. REGULATIONS. The Board of Directors shall have the power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, conversion and registration of certificates for shares of the stock of the corporation not inconsistent with these By-Laws, the Articles of Incorporation, or the laws of the State of Washington.

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ARTICLE VIII

BOOKS AND RECORDS

1. RECORDS OF CORPORATE MEETINGS AND SHARE REGISTER. The corporation shall keep either at its principal place of business or at its registered office (a) complete records of all of the proceedings of the Board of Directors and stockholders, and (b) a share register giving the names of the stockholders in alphabetical order and showing their respective addresses, the number of shares held by each and the dates upon which they acquired the same.

2. COPIES OF RESOLUTIONS. Any person dealing with the corporation may rely upon a copy of any of the records of the proceedings, resolutions or votes of the Board of Directors or stockholders when certified by the President, a Vice President, Secretary or an Assistant Secretary.

ARTICLE IX

CORPORATE SEAL

The corporate seal of the corporation shall consist of a flat-faced circular die producing in raised form, words, letters and figures, the design of which shall conform to the impression which appears upon the previous page opposite to this By-Law.

ARTICLE X

AMENDMENT OF BY-LAWS

1. BY THE STOCKHOLDERS. These By-Laws may be amended, altered or repealed at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

2. BY THE BOARD OF DIRECTORS. These By-Laws may be amended, altered or repealed, so long as consistent with the Articles of Incorporation, by the affirmative vote of a majority of the Board of Directors at any regular or special meeting of the Board if notice of the proposed alteration or amendment is contained or transmitted in the notice of the meeting. Any action of the Board of Directors with respect to the amendment, alteration or repeal of these By-Laws is hereby made expressly subject to change or repeal by the stockholders.

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EX-3.15

Exhibit 3.15

ARTICLES OF INCORPORATION

OF

SUNBROOK ACQUISITIONS INC.

For the purpose of forming a corporation under the laws of the State of Washington, the undersigned, being over the age of eighteen (18) years, adopts in duplicate the following Articles of Incorporation:

ARTICLE I

Name

The name of the corporation is SUNBROOK ACQUISITIONS INC.

ARTICLE II

Capitalization

The number of shares of stock which the corporation is authorized to issue is Fifty Thousand (50,000), all of which are one class of voting common stock with a par value of One Dollar ($1.00) per share.

ARTICLE III

Shareholder Rights

(A) The shareholders of the corporation do not have preemptive rights to acquire proportional amounts of the corporation’s unissued shares upon the decision of the Board of Directors to issue them.

(B) The shareholders of the corporation do not have cumulative voting rights with respect to the election of Directors of the corporation.

ARTICLE IV

Director Liability

A Director of the corporation will incur no personal liability to the corporation or to its shareholders for monetary damages for conduct as a Director, except to the extent the Director is held accountable for (i) acts or omissions which involve intentional misconduct or a knowing violation of law, (ii) conduct violating RCW 23B.08.310, as amended, or (iii) any transaction from which the Director personally obtained a benefit in money, property, or services to which the Director is not legally entitled. If the Washington Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal

liability of Directors, then the liability of a Director to the corporation will be eliminated or limited to the fullest extent permitted by the Washington Business Corporation Act, as so amended. Any repeal or modification of this paragraph by the shareholders of the corporation will not adversely affect any right or protection of a Director of the corporation existing at the time of the repeal or modification.

ARTICLE V

Board of Directors

The initial Directors of the corporation and their addresses are as follows:

Name	Address
William W. Krippaehne, Jr.	100 Fourth Avenue North Seattle, WA 98019
Patrick M. Scott	100 Fourth Avenue North Seattle, WA 98019
John F. Ulman	100 Fourth Avenue North Seattle, WA 98019

ARTICLE VI

Registered Agent and Office

The name and street address of the initial registered agent of the corporation are Sharon J. Sharer, 100 Fourth Avenue North, Seattle, WA 98109.

ARTICLE VII

Incorporator

The name and address of the incorporator of the corporation are Jack G. Strother, Graham & Dunn, 1420 Fifth Avenue, Suite 3300, Seattle, WA 98101-2390.

DATED this 14th day of February, 1995.

/s/ Jack G. Strother

Jack G. Strother, Incorporator

– 2 –

CONSENT TO SERVE AS REGISTERED AGENT

FOR

SUNBROOK ACQUISITIONS INC.

I, Sharon J. Sharer, hereby consent to serve as registered agent in the State of Washington for SUNBROOK ACQUISITIONS INC., a Washington corporation. I understand that as agent for the corporation it will be my responsibility to receive service of process in the name of the corporation, to forward all mail to the corporation, and to immediately notify the Office of the Secretary of State in the event of my resignation or of any change in the registered office address of the corporation.

DATED this 14th day of February, 1995.

/s/ Sharon J. Sharer

Sharon J. Sharer

Street Address:

100 Fourth Avenue North

Seattle, WA 98109

– 3 –

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

SUNBROOK ACQUISITIONS INC.

THESE ARTICLES OF AMENDMENT of the Articles of Incorporation of SUNBROOK ACQUISITIONS INC., a Washington corporation, are hereby executed and delivered for filing in accordance with the provisions of Section 23B.10.060 of the Washington Business Corporation Act:

1. The name of the corporation is SUNBROOK ACQUISITIONS INC.

2. Article I of the Articles of Incorporation of the corporation is hereby amended to read as follows:

ARTICLE I

Name

The name of the corporation is SUNBROOK COMMUNICATIONS INC.

3 . The above amendment was adopted on February 17, 1995 by the Board of Directors of the corporation.

4. Pursuant to RCW 23B.10.020(5), the above amendment does not require approval by the shareholder of the corporation.

DATED this 23rd day of February, 1995.

SUNBROOK ACQUISITIONS INC.
By	/s/ Patrick M. Scott
	PATRICK M. SCOTT
	Its President

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

SUNBROOK COMMUNICATIONS INC.

THESE ARTICLES OF AMENDMENT of the Articles of Incorporation of SUNBROOK COMMUNICATIONS INC., a Washington Corporation, are hereby executed and delivered for filing in accordance with the provisions of Section 23B. 10.060 of the Washington Business Corporation Act:

1. The name of the corporation is SUNBROOK COMMUNICATIONS INC.

2. Article I of the Articles of Incorporation of the corporation is hereby amended to read as follows:

ARTICLE I

Name

The name of the corporation is FISHER RADIO REGIONAL GROUP INC.

3. The above amendment was adopted on September 13, 1999 by the Board of Directors of the Corporation.

4. Pursuant to RCW 23B.10.020(5), the above amendment does not require approval by the shareholder of the corporation.

DATED this 13th day of September, 1999.

SUNBROOK COMMUNICATIONS INC.
By	/s/ Patrick M. Scott
	PATRICK M. SCOTT
	Its Chairman

EX-3.16

Exhibit 3.16

AMENDED AND RESTATED

BYLAWS

OF

FISHER RADIO REGIONAL GROUP INC.

February 21, 2002

TABLE OF CONTENTS

		Page
ARTICLE I SHAREHOLDERS’ MEETINGS		1
1.1.	Place	1
1.2.	Annual Meeting	1
1.3.	Special Meetings	1
1.4.	Notices of Meetings	1
1.5.	Waiver of Notice	2
1.6.	Adjourned Meetings	2
1.7.	Quorum of Shareholders	2
1.8.	Voting of Shares	2
1.9.	Action Without Meeting	3
ARTICLE II BOARD OF DIRECTORS		3
2.1.	Number and Qualifications	3
2.2.	Election - Term of Office	3
2.3.	Vacancies	3
2.4.	Annual Meeting	3
2.5.	Regular Meetings	3
2.6.	Special Meetings	3
2.7.	Notice of Meetings	3
2.8.	Waiver of Notice	4
2.9.	Quorum of Directors; Attendance by Means of
	Communications Equipment	4
2.10.	Dissent by Directors	4
2.11.	Action Without Meeting	4
2.12.	Committees	4
ARTICLE III OFFICERS		5
3.1.	Officers Enumerated - Appointment	5
3.2.	Qualifications	5
3.3.	President	5
3.4.	Vice President	6
3.5.	Secretary	6
3.6.	Treasurer	6
3.7.	Other Officers and Agents	6
3.8.	Removal of Officers	6
3.9.	Vacancies	6
3.10.	Salaries	6
ARTICLE IV BUSINESS OF THE CORPORATION		7
4.1.	Obligations	7
4.2.	Contracts	7
4.3.	Loans to Corporation	7

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4.4.	Checks and Drafts	7
ARTICLE V INDEMNIFICATION		7
ARTICLE VI STOCK		7
6.1.	Certificate of Stock	7
6.2.	Legend on Certificates of Stock	8
6.3.	Transfer	8
6.4.	Shareholders of Record	8
6.5.	Loss or Destruction of Certificates	8
6.6.	Record Date and Transfer Books	8
6.7.	Regulations	9
6.8.	Preemptive Rights	9
ARTICLE VII BOOKS AND RECORDS		9
7.1.	Records of Corporate Meetings and Share Register	9
7.2.	Reliance on Records	9
ARTICLE VIII CORPORATE SEAL		9
ARTICLE IX AMENDMENTS		9
9.1.	By the Shareholders	9
9.2.	By the Board of Directors	9
ARTICLE X FISCAL YEAR		10

2

AMENDED AND RESTATED

BYLAWS

OF

FISHER RADIO REGIONAL GROUP INC.

(Incorporated Under the Laws of Washington)

ARTICLE I

SHAREHOLDERS’ MEETINGS

1.1. Place. Shareholders’ meetings will be held at the principal office of the corporation, or at any other location within or without the State of Washington as determined by the Board of Directors and stated in the notice of meeting.

1.2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors to succeed those whose terms then expire and for the transaction of any other business as may properly come before the meeting will be held each year in May or at such other time as designated by the Board of Directors. Failure to hold an election of directors at the annual meeting of the shareholders, or failure to hold an annual meeting of the shareholders at the time stated in these Bylaws, through oversight or otherwise, does not affect the validity of any corporate action, and a meeting of the shareholders may be held at a later date for the election of directors and for the transaction of any other business that may properly come before the meeting. Any election held or other business transacted at a later meeting will be as valid as if done or transacted at the annual meeting of the shareholders. Any later meeting will be called in the same manner as a special meeting of the shareholders, and notice of the time, place, and purpose of the meeting will be given in the same manner as notice of a special meeting of the shareholders.

1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the President, any member of the Board of Directors, or by holders of not less than 10% of all shares of stock of the corporation entitled to vote on any issue proposed to be considered at the meeting.

1.4. Notices of Meetings. Notice stating the date, time, and place of the meeting, any information required by the corporation’s Articles of Incorporation or these Bylaws, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the corporation, or the dissolution of the corporation, in which case

1

notice will be delivered not less than twenty (20) nor more than sixty (60) days before the date of the meeting. Notice of any shareholders’ meeting will be delivered by mail, personal carrier, personal delivery, telegraph, teletype, facsimile transmission (with confirmation of receipt), or any other method provided in the Washington Business Corporation Act as it may from time to time be amended (RCW 23B), by or at the direction of the President, Secretary, or person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting and to others as required by law. If mailed, the notice will be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the shareholder at his or her address as it appears in the current records of the corporation.

1.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived at any time, either before or after the meeting, if the waiver is in writing, signed by the shareholders entitled to notice, and delivered to the corporation. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.6. Adjourned Meetings. An adjournment or adjournments of any shareholders’ meeting may be taken until the time and place determined by those present, without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. However, any meeting at which directors are to be elected will be adjourned only from day to day until the directors are elected.

1.7. Quorum of Shareholders. A majority of the votes in a voting group entitled to vote on a matter represented at a shareholders’ meeting in person or by proxy other than solely to object to the meeting or the business to be transacted, having once been in attendance at the meeting, will constitute a quorum for that voting group for action taken during the meeting on that matter. If a quorum is present, action is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other during the meeting. Participation by such means will constitute presence in person at a meeting.

1.8. Voting of Shares. All voting at shareholders’ meetings will be by voice vote unless any qualified voter demands a vote by ballot. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise provided in the Articles of Incorporation, each outstanding share is entitled to one vote on each matter submitted, and shareholders do not have the right to cumulate their votes with respect to the election of directors.

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1.9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all shareholders entitled to vote on the action and is delivered to the corporation. Fewer than all shareholders entitled to vote may take any action permitted by law without a meeting or vote in accordance with RCW 23B.07.040 if it is permitted by the corporation’s Articles of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

2.1. Number and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation will be managed by a Board of Directors, the members of which need not be shareholders of the corporation or residents of the State of Washington. The number of directors will be as set by resolution of the Board of Directors from time to time. If not set by the Board of Directors, the number of directors will be one (1).

2.2. Election - Term of Office. The directors will be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified.

2.3. Vacancies. Except as otherwise provided by law, vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the remaining directors, constituting a quorum, or by the shareholders entitled to vote for the positions vacated. Directors elected to fill vacancies will hold office during the unexpired term of their predecessors and until their successors are elected and qualified.

2.4. Annual Meeting. The first meeting of each newly elected Board of Directors will be the annual meeting of the Board of Directors and will be held immediately after and at the same place as the annual shareholders’ meeting or any later shareholders’ meeting at which a Board of Directors is elected.

2.5. Regular Meetings. Regular meetings of the Board of Directors will be held on the dates and at the times and places decided by resolution of the Board of Directors.

2.6. Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any director of the corporation in the manner and with the notice provided in Section 2.7 of these Bylaws.

2.7. Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors is not required. Notice of the date, time, and place of special meetings of the Board of Directors must be given, by or at the direction of the President, the Secretary, or any person or persons calling the meeting, by mail, facsimile, telegram, or personal communication over the telephone or otherwise, at least two (2) days prior to the day on which the meeting is to be held. No notice need be given if the time and place of the meeting has been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to every director at least three (3) days before the meeting.

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2.8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived at any time, either before or after a meeting, if the waiver is in writing, signed by the director entitled to notice, and delivered to the corporation. Notice is waived by any director attending or participating in a meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to any action taken at the meeting.

2.9. Quorum of Directors; Attendance by Means of Communications Equipment. A majority of the number of directors fixed in accordance with the Articles of Incorporation or these Bylaws from time to time will constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the meeting. Participation by such means will constitute presence in person at a meeting.

2.10.  Dissent by Directors. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless (a) the director objects at the beginning of the meeting, or promptly on his or her arrival, to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.11.  Action Without Meeting. Any action which may be or is required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of a committee designated by the Board of Directors, may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all of the directors or all of the members of the committee, as the case may be, and is delivered to the corporation. The fully signed consent resolution will have the same force and effect as a unanimous vote. Action taken under this Section 2.11 shall be effective when the last director signs the consent, unless the consent specifies a later date.

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2.12.  Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee or one or more other committees. Each must consist of two (2) or more members, who shall serve at the pleasure of the Board of Directors. The committees will be governed by the same rules regarding meetings, actions without meetings, notices, waivers of notice, and quorum and voting requirements applied to the Board of Directors. To the extent provided in the resolution forming the committee, each committee will have and may exercise all the authority of the Board of Directors, except that no committee will have the authority to:

2.12.1 Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

2.12.2 Approve or propose to shareholders action required to be approved by shareholders;

2.12.3 Fill vacancies on the Board of Directors or on any of its committees;

2.12.4 Amend the Articles of Incorporation of the corporation;

2.12.5 Adopt, amend, or repeal these Bylaws;

2.12.6 Approve a plan of merger not requiring shareholder approval; or

2.12.7 Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as authorized by the Board of Directors within limits specifically prescribed by the Board.

The creation of, delegation of authority to, or action by such a committee of the Board will not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

ARTICLE III

OFFICERS

3.1. Officers Enumerated - Appointment. The officers of the corporation may include a President, one or more Vice Presidents, a Secretary, a Treasurer and any assistants to the officers as the Board of Directors may determine. All officers will be appointed by the Board of Directors at its annual meeting to hold office until their successors are elected and qualified.

3.2. Qualifications. None of the officers of the corporation need be a director. Any two or more offices may be held by the same person.

3.3. President. The President will oversee the operations of the corporation. Subject to the authority of the Board of Directors, the President will have general charge, supervision, and control over the business and affairs of the corporation and will be responsible for its management. The President may preside at all meetings of the shareholders and of the Board of Directors if he or she is a member of the Board. Any shares of stock of another corporation held by the corporation will be voted by the President, subject to direction from the Board of Directors. The President will perform any other duties assigned to that office from time to time by the Board of Directors.

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3.4. Vice President. If the President is absent or disabled, the Vice Presidents, if any, in the order designated by the Board of Directors, will have and may exercise and perform the authority and duties of the President. In addition, the Vice President will perform any other duties assigned to that office by the Board of Directors or the President from time to time. Each Vice President will have the title, seniority, and duties established for him or her by the Board of Directors.

3.5. Secretary. The Secretary will prepare and keep minutes of meetings of shareholders and directors, will be responsible for authenticating records of the corporation, and will exercise the usual authority pertaining to the office of Secretary. The Secretary will keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of certificates. The Secretary will keep and, when proper, affix the seal of the corporation, if any, and will perform any other duties assigned to that office by the Board of Directors or the President from time to time.

3.6. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation. The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board of Directors, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be ordered by the Board of Directors on securing proper vouchers. The Treasurer will render to the Board of Directors from time to time, as may be required, an account of all transactions as Treasurer, and will perform any other duties assigned to that office from time to time by the Board of Directors or the President.

3.7. Other Officers and Agents. The Board of Directors may appoint other officers and agents as it deems necessary or expedient. Such other officers will hold their offices for terms as provided in Subsection 3.1 above, and such other agents will hold their positions for the periods determined from time to time by the Board of Directors. These other officers and agents will exercise the authority and perform the duties prescribed for them by the Board of Directors, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

3.8. Removal of Officers. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation will be served by doing so. Removal will be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or agent will not of itself create contract rights.

3.9. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.10.  Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors will be fixed by the Board of Directors.

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ARTICLE IV

BUSINESS OF THE CORPORATION

4.1. Obligations. The President (or, in his or her absence or disability, the Vice Presidents) will have responsibility for and authority to carry out the normal and regular business affairs of the corporation. Any agreements or other documents requiring Board approval will be valid if approved by the Board and signed by the President or Vice President.

4.2. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances.

4.3. Loans to Corporation. No loans will be contracted on behalf of the corporation, and no evidence of indebtedness will be issued in its name, unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

4.4. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation will be signed by the officer(s) or agent(s) of the corporation and in the manner prescribed from time to time by the Board of Directors.

ARTICLE V

INDEMNIFICATION

The corporation may provide indemnification consistent with its Articles of Incorporation and applicable state laws.

ARTICLE VI

STOCK

6.1. Certificate of Stock. Certificates of stock will be issued in numerical order. Each shareholder will be entitled to a certificate signed, either manually or in facsimile, by any two officers of the corporation, one of which must be the President or Vice President. The certificate may be sealed with the corporate seal. Every certificate of stock will state:

(a) The name of the corporation and the fact that the corporation is incorporated under the laws of the State of Washington;

(b) The name of the registered holder of the shares represented by the certificate; and

(c) The number and class of the shares and the designation of the series, if any, represented by the certificate.

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6.2. Legend on Certificates of Stock. The corporation will cause the certificates of stock of the corporation to be endorsed with the legends similar to the following legend(s) prior to their issuance:

The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (ii) the Corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the Corporation stating that such transaction is exempt from registration or (iii) the Corporation otherwise satisfies itself that such transaction is exempt from registration.

6.3. Transfer. Shares of stock may be transferred by delivery of the certificate, accompanied by either an assignment in writing on the back of the certificate or a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer will be valid, except as between the parties to the transfer, until the transfer is made on the books of the corporation. Except as otherwise specifically provided in these Bylaws, no shares of stock will be transferred on the books of the corporation until the outstanding certificate or certificates representing the transferred stock have been surrendered to the corporation or to its transfer agent or registrar.

6.4. Shareholders of Record. The corporation will be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact of those shares for all purposes, including the payment of dividends on and the right to vote the stock, unless provided otherwise by the Board of Directors.

6.5. Loss or Destruction of Certificates. If any certificate of stock is lost or destroyed, another may be issued in its place on proof of loss or destruction and on the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

6.6. Record Date and Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors will make in advance a record date for any such determination of shareholders. The record date in any case will not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed for these purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, will be the record date for the determination of shareholders.

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6.7. Regulations. The Board of Directors will have the power and authority to make all rules and regulations it deems expedient concerning the issue, transfer, conversion, and registration of certificates for shares of stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Washington.

6.8. Preemptive Rights. Unless otherwise set forth in the Articles of Incorporation, shareholders do not have a preemptive right to acquire unissued shares of stock of the corporation.

ARTICLE VII

BOOKS AND RECORDS

7.1. Records of Corporate Meetings and Share Register. The corporation will keep at either its principal place of business, its registered office, or another place permitted by law, as the Board of Directors may designate, (a) complete books and records of account and complete minutes or records of all of the proceedings of the Board of Directors, director committees, and shareholders, and (b) a record of shareholders, giving the names of the shareholders in alphabetical order by class of shares and showing their respective addresses and the number and class of shares held by each.

7.2. Reliance on Records. Any person dealing with the corporation may rely on a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, director committees, or shareholders when certified by the President, Vice President, or Secretary.

ARTICLE VIII

CORPORATE SEAL

The corporation may adopt, but will not be required to adopt, a corporate seal. If a seal is adopted, it will consist of a flat-faced circular die producing words, letters, and figures in raised form which will state the name of the corporation, the year of its incorporation, and the words “corporate seal.”

ARTICLE IX

AMENDMENTS

9.1. By the Shareholders. These Bylaws may be amended altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

9.2. By the Board of Directors. The Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board, if notice of the proposed alteration or amendment is contained in the notice of the meeting; provided, however, the Board of Directors shall not amend, alter, or repeal any Bylaw in such manner as to affect the qualifications, classifications, term of office or compensation of the directors in any way. Any action of the Board of

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Directors with respect to the amendment, alteration or repeal of these Bylaws is made expressly subject to change or repeal by the shareholders.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

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CERTIFICATE OF ADOPTION

The undersigned, being the secretary of FISHER RADIO REGIONAL GROUP INC., certifies that these are the Amended and Restated Bylaws of the corporation, duly adopted by the Board of Directors.

DATED: February 21, 2002.

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

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EX-3.17

Exhibit 3.17

ARTICLES OF INCORPORATION

OF

SAM WYLDE FLOUR COMPANY, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all being citizens of the United States and over the age of twenty-one years, do hereby associate ourselves together for the purpose of forming a corporation under the laws of the State of Washington, and do make, in triplicate, the following Articles of Incorporation:

ARTICLE I

NAME : The name of this corporation shall be “SAM WYLDE FLOUR COMPANY INC.”

ARTICLE II

OBJECTS : The purpose for which this corporation is formed is as follows:

1. To purchase, lease or otherwise acquire land and real estate, and to operate a wholesale bakery products business thereon; and to mortgage, lease or dispose of the same.

2. To borrow or raise money and to secure the moneys borrowed by the issue of notes, bonds or other securities, and to make all necessary arrangements in connection therewith by pledging or mortgaging the personal or real property of the said corporation for the said purposes.

3. In general, to do any and all things and exercise any and all powers which may now or hereafter be lawful for corporations to do or exercise under and in pursuance of the laws of the State of Washington, or any other laws that may now, or hereafter, be applicable to the corporation.

4. The foregoing clauses shall be construed both as objects and powers and as in furtherance of, and not in limitation of, the general powers covered by the laws of the State of Washington, and it is hereby expressly provided that the foregoing enumeration of specific

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powers shall not be held to limit or restrict in any manner the powers of this corporation.

ARTICLE III

BY-LAWS: The authority to make by-laws for the corporation shall be vested in the Board of Directors, subject to the powers of the shareholders to change or repeal said by-laws. The Board of Directors shall not, however, make or alter any by-laws fixing their qualifications, classifications, terms of office or compensation.

ARTICLE IV

DURATION: The term of existence of this corporation shall be perpetual.

ARTICLE V

REGISTERED OFFICE: The registered office and principal place of business of this corporation shall be 1922 Utah Avenue, Seattle 4, Washington.

ARTICLE VI

CAPITAL STOCK: The total authorized number of shares of this corporation shall be Five Hundred (500) Shares of Common Stock having a par value of One Hundred Dollars ($100.00) per share.

ARTICLE VII

PAID-IN CAPITAL: The amount of paid-in capital with which this corporation shall begin business is the sum of Five Hundred Dollars ($500.00).

ARTICLE VIII

DIRECTORS:

The number of directors who shall manage the affairs of this corporation shall be three (3), with a right to be increased by the action of the Board of Directors at any time to the number of five (5), and thereafter decreased to three (3) by the action of the Board of Directors at any time.

2.

The names and addresses of the Directors who shall manage the affairs of the corporation until its first annual meeting, or until their successors are elected and qualified, are:

Sam M. Wylde,	residing at 3617 W. Lander, Seattle, Washington;
Helen B. Wylde,	residing at 3617 W. Lander, Seattle, Washington;
John R. Fox,	residing at 1003 Pine, Edmonds, Washington.

ARTICLE IX

INCORPORATORS:

The names and post office addresses of the incorporators of this corporation, and the number of shares of the Capital Stock of the corporation subscribed by each is as follows:

Sam M. Wylde,	residing at 3617 W. Lander, Seattle, Washington	3 shares
Helen B. Wylde,	residing at 3617 W. Lander, Seattle, Washington	1 share
John R. Fox,	residing at 1003 Pine, Edmonds, Washington	1 share

IN WITNESS WHEREOF, we have hereunto subscribed our names to Articles of Incorporation, this 9th day of December, 1959.

/s/ Sam M. Wylde

Sam M. Wylde

/s/ Helen B. Wylde

Helen B. Wylde

/s/ John R. Fox

John R. Fox

3.

STATE OF WASHINGTON	)
	)	SS
COUNTY OF KING	)

THIS IS TO CERTIFY that on the 9th day of December, 1959, before me, a Notary Public in and for the State of Washington, personally appeared these three persons, to-wit, Sam M. Wylde, Helen B. Wylde, and John R. Fox, to me known to be the persons who executed the foregoing Articles of Incorporation, in triplicate, and severally acknowledged to me that they executed the within and foregoing Articles of Incorporation freely and voluntarily, and for the uses and purposes therein expressed.

WITNESS my hand and official seal the day and year above written.

/s/ William A. Bowles

Notary Public in and for the State of Washington, residing at Seattle.

4.

EX-3.18

Exhibit 3.18

BYLAWS

OF

SAM WYLDE FLOUR COMPANY, INC.

(Incorporated Under the Laws of Washington)

ARTICLE I

SHAREHOLDERS’ MEETINGS

1.1. Place. Shareholders’ meetings will be held at the principal office of the corporation, or at any other location within or without the State of Washington as determined by the Board of Directors and stated in the notice of meeting.

1.2. Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors to succeed those whose terms then expire and for the transaction of any other business as may properly come before the meeting will be held each year at 10:00 a.m. on the third Thursday in December of each year at the corporate offices or at such other designation as determined by the Board of Directors. Failure to hold an election of directors at the annual meeting of the shareholders, or failure to hold an annual meeting of the shareholders at the time stated in these Bylaws, through oversight or otherwise, does not affect the validity of any corporate action, and a meeting of the shareholders may be held at a later date for the election of directors and for the transaction of any other business that may properly come before the meeting. Any election held or other business transacted at a later meeting will be as valid as if done or transacted at the annual meeting of the shareholders. Any later meeting will be called in the same manner as a special meeting of the shareholders, and notice of the time, place, and purpose of the meeting will be given in the same manner as notice of a special meeting of the shareholders.

1.3. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called at any time by the Chief Executive Officer, President, any member of the Board of Directors, or by holders of not less than 10% of all shares of stock of the corporation entitled to vote on any proposed issue to be considered at the meeting.

1.4. Notice of Meetings. Notice stating the date, time, and place of the meeting, any information required by the corporation’s Articles of Incorporation or these Bylaws, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, unless a purpose of the meeting is to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of all or substantially all of the assets of the corporation, or the dissolution of the corporation, in which case notice will be delivered not less than twenty (20) nor more than sixty (60) days before the

date of the meeting. Notice of any shareholders’ meeting will be delivered by mail, personal carrier, personal delivery, telegraph, teletype, facsimile transmission (with confirmation of receipt), or any other method provided in the Washington Business corporation Act as it may from time to time be amended (RCW 23B) by or at the direction of the Chief Executive Officer, President, Secretary, or person or persons calling the meeting, to each shareholder of record entitled to vote at the meeting and to others as required by law. If mailed, the notice will be deemed to be delivered when deposited in the United States mail with postage prepaid, addressed to the shareholder at his or her address as it appears in the current records of the corporation.

1.5. Waiver of Notice. Notice of any shareholders’ meeting may be waived at any time, either before or after the meeting, if the waiver is in writing, signed by the shareholders entitled to notice, and delivered to the corporation. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting. A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

1.6. Adjourned Meetings. An adjournment or adjournments of any shareholders’ meeting may be taken until the time and place determined by those present, without new notice being given, whether by reason of the failure of a quorum to attend or otherwise. However, any meeting at which directors are to be elected will be adjourned only from day to day until the directors are elected.

1.7. Quorum of Shareholders; Attendance by Means of Communications Equipment. A majority of the votes in a voting group entitled to vote on a matter represented at a shareholders’ meeting in person or by proxy other than solely to object to the meeting or the business to be transacted, having once been in attendance at the meeting, will constitute a quorum for that voting group for action taken during the meeting on that matter. If a quorum is present, action is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws. Shareholders may participate in a meeting of the shareholders by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other during the meeting. Participation by such means will constitute presence in person at a meeting.

1.8. Voting of Shares. All voting at shareholders’ meetings will be by voice vote unless any qualified voter demands a vote by ballot. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his or her duly authorized attorney-in-fact. No proxy will be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Unless otherwise provided in the Articles of Incorporation, each outstanding share is entitled to one vote on each matter submitted, and shareholders do not have the right to cumulate their votes with respect to the election of directors.

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1.9. Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the corporation may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all shareholders entitled to vote on the action and is delivered to the corporation. Fewer than all shareholders entitled to vote may take any action permitted by law without a meeting or vote in accordance with RCW 23B.07.040 if it is permitted by the corporation’s Articles of Incorporation.

ARTICLE II

BOARD OF DIRECTORS

2.1. Number and Qualifications. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the corporation will be managed by a Board of Directors, the members of which need not be shareholders of the corporation or residents of the State of Washington. The Board shall consist of one (1) director.

2.2. Election - Term of Office. The directors will be elected by the shareholders at each annual shareholders’ meeting, to hold office until the next annual shareholders’ meeting and until their respective successors are elected and qualified. The Board of Directors, in its discretion, may also elect a Chairperson of the Board from among the members of the Board. The Chairperson of the Board, if any, will preside at all meetings of the Board of Directors and of the shareholders at which he or she is present and will perform any other duties assigned to that office by the Board of Directors from time to time.

2.3. Vacancies. Except as otherwise provided by law, all vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the affirmative vote of a majority of the remaining directors in office even if less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office until the next shareholders’ meeting at which directors are elected and until his or her successor is elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders and until his or her successor is elected and qualified.

2.4. Annual Meeting. The first meeting of each newly elected Board of Directors will be the annual meeting of the Board of Directors and will be held immediately after and at the same place as the annual shareholders’ meeting or any later shareholders’ meeting at which a Board of Directors is elected.

2.5. Regular Meetings. Regular meetings of the Board of Directors will be held on the dates and at the times and places decided by resolution of the Board of Directors.

2.6. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chief Executive Officer, President or director of the corporation in the manner and with the notice provided in Section 2.7 of these Bylaws.

2.7. Notice of Meetings. Notice of the annual or regular meetings of the Board of Directors is not required. Notice of tile date, time, and place of special meetings of the Board of Directors must be given, by or at the direction of the Chairperson of the Board, the CEO,

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the President, the Secretary, or any person or persons calling the meeting, by mail, facsimile, telegram, or personal communication over the telephone or otherwise, at least two (2) days prior to the day on which the meeting is to be held. No notice need be given if the time and place of the meeting has been fixed by resolution of the Board of Directors and a copy of the resolution has been mailed to every director at least three (3) days before the meeting.

2.8. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived at any time, either before or after a meeting, if the waiver is in writing, signed by the director entitled to notice, and delivered to the corporation. Notice is waived by any director attending or participating in a meeting unless the director, at the beginning of the meeting or promptly on the director’s arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to any action taken at the meeting.

2.9. Quorum of Directors; Attendance by Means of Communications Equipment. A majority of the number of directors fixed in accordance with the Articles of Incorporation or these Bylaws from time to time will constitute a quorum for the transaction of business, The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of Directors. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or committee by means of a conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the meeting. Participation by such means will constitute presence in person at a meeting.

2.10.  Dissent by Directors. A director of the corporation who is present at a meeting of its Board of Directors at which action on any corporate matter is taken will be presumed to have assented to the action unless (a) the director objects at the beginning of the meeting, or promptly on his or her arrival, to holding the meeting or transacting business at the meeting; (b) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (c) the director delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

2.11.  Action Without Meeting. Any action which may he or is required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of a committee designated by the Board of Directors, may be taken without a meeting if a written consent resolution, setting forth the action taken, is signed by all of the directors or all of the members of the committee, as the case may be, and is delivered to the corporation. The fully signed consent resolution will have the same force and effect as a unanimous vote. Action taken under this Section 2.11 shall be effective when the last director signs the consent, unless the consent specifies a later date.

2.12.  Committees. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee or one or more other committees. Each must consist of two (2) or more members, who shall

4

serve at the pleasure of the Board of Directors. The committees will he governed by the same rules regarding meetings, actions without meetings, notices, waivers of notice, and quorum and voting requirements applied to the Board of Directors. To the extent provided in the resolution forming the committee, each committee will have and may exercise all the authority of the Board of Directors, except that no committee will have the authority to:

2.12.1  Authorize or approve a distribution except according to a general formula or method prescribed by the Board of Directors;

2.12.2  Approve or propose to shareholders action required to be approved by shareholders;

2.12.3  Fill vacancies on the Board of Directors or on any of its committees;

2.12.4  Amend the Articles of Incorporation of the corporation;

2.12.5  Adopt, amend, or repeal these Bylaws of the corporation;

2.12.6  Approve a plan of merger not requiring shareholder approval; or

2.12.7  Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except as authorized by the Board of Directors within limits specifically prescribed by the Board.

The creation of, delegation of authority to, or action by such a committee of the Board will not operate to relieve the Board of Directors, or any of its members, of any responsibility imposed by law.

ARTICLE III

OFFICERS

3.1. Officers Enumerated - Appointment. The officers of the corporation may include a Chief Executive Officer, President, Secretary, and Treasurer and may include one or more Vice Presidents, as well as any assistants to the officers as the Board of Directors may determine. All officers will be appointed by the Board of Directors at its annual meeting to hold office until their successors are elected and qualified.

3.2. Qualifications. None of the officers of the corporation need be a director. The same person may hold any two or more offices.

3.3. Chief Executive Officer. The Chief Executive Officer will oversee the operations of the corporation. Subject to the authority of the Board of Directors, the Chief Executive Officer will have general charge, supervision, and control over the business and affairs of the corporation and will be responsible for its management. If no Chairman of the Board is elected, or in the absence of the Chairman or Vice Chairman, if any, of the Board, the Chief Executive Officer will, preside at all meetings of the shareholders, and of the Board

5

of Directors if he or she is a member of the Board. Any shares of stock of another corporation held by the corporation will be voted by the Chief Executive Officer, subject to direction from the Board of Directors. The Chief Executive Officer will perform any other duties assigned to that office from time to time by the Board of Directors.

3.4. President. If no Chief Executive Officer is appointed, the President will act as the chief executive officer of the corporation, will have responsibility for the general management of the business of the corporation, and will perform those duties set forth in Section 3.3 of these Bylaws. If the Chief Executive Officer is absent or disabled, the President will have and may exercise and perform the authority and duties of the Chief Executive Officer. If the Board of Directors has appointed a Chief Executive Officer, the President shall manage the day-to-day operations of the corporation as well as perform any other duties assigned to that office from time to time by the Board of Directors or Chief Executive Officer.

3.5. Vice Presidents. If the Chief Executive Officer and President are absent or disabled, the Vice Presidents, if any, in the order designated by the Board of Directors, will have and may exercise and perform the authority and duties of Chief Executive Officer and the President. In addition, the Vice President will perform any other duties assigned to that office by the Board of Directors, Chief Executive Officer or President from time to time. Each Vice President will have the title, seniority, and duties established for him or her by the Board of Directors.

3.6. Secretary. The Secretary will prepare and keep minutes of meetings of shareholders and directors, will be responsible for authenticating records of the corporation, and will exercise the usual authority pertaining to the office of Secretary. The Secretary will keep the stock book of the corporation, a record of certificates representing shares of stock issued by the corporation, and a record of transfers of certificates. The Secretary will keep and, when proper, affix the seal of the corporation, if any, and will perform any other duties assigned to that office by the Board of Directors, Chief Executive Officer or President from time to time.

3.7. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the corporation, The Treasurer will deposit all such funds in the name of the corporation in the depositories or invest them in the investments designated or approved by the Board of Directors, and will authorize disbursement of the funds of the corporation in payment of just demands against the corporation or as may be ordered by the Board of Directors on securing proper vouchers. The Treasurer will render to the Board of Directors from time to time, as may be required, an account of all transactions as Treasurer, and will perform any other duties assigned to that office from time to time by the Board of Directors, Chief Executive Officer or President.

3.8. Other Officers and Agents. The Board of Directors may appoint other officers and agents, as it deems necessary or expedient. Such other officers will hold their offices for terms as provided in Subsection 3.1 above, and such other agents will hold their positions for the periods determined from time to time by the Board of Directors. These other officers and agents will exercise the authority and perform the duties prescribed for them

6

by the Board of Directors, which authority and duties may include, in the case of the other officers, one or more of the duties of the named officers of the corporation.

3.9. Removal of Officers. Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interests of the corporation will be served by doing so. Removal will be without prejudice to the contract rights, if any, of the person removed. Appointment of an officer or agent will not of itself create contract rights.

3.10.  Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting.

3.11.  Salaries. Salaries of all officers and agents of the corporation appointed by the Board of Directors will be fixed by the Board of Directors.

ARTICLE IV

BUSINESS OF THE CORPORATION

4.1. Obligations. The Chief Executive Officer, President (or the Vice Presidents in their absence or disability) will have responsibility for and authority to carry out the normal and regular business affairs of the corporation. Any agreements or other documents requiring Board approval will be valid if approved by the Board and signed by the Chief Executive Officer, President, or Vice President.

4.2. Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. This authority may be general or confined to specific instances.

4.3. Loans to Corporation. No loans will be contracted on behalf of the corporation, and no evidence of indebtedness will be issued in its name, unless authorized by the Board of Directors. This authority may be general or confined to specific instances.

4.4. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation will be signed by the officer(s) or agent(s) of the corporation and in the manner prescribed from time to time by the Board of Directors.

ARTICLE V

INDEMNIFICATION

The corporation may provide indemnification consistent with its Articles of Incorporation and applicable state laws.

ARTICLE VI

STOCK

6.1. Certificate of Stock. Certificates of stock will be issued in numerical order. Each shareholder will be entitled to a certificate signed, either manually or in facsimile, by any

7

two officers of the corporation, one of which must be the Chief Executive Officer, President, or Vice President. The certificate may be sealed with the corporate seal. Every certificate of stock will state:

6.1.1  The name of the corporation and the fact that the corporation is incorporated under the laws of the State of Washington;

6.1.2  The name of the registered holder of the shares represented by the certificate; and

6.1.3  The number and class of the shares and the designation of the series, if any, represented by the certificate.

6.2. Legend on Certificates of Stock. The corporation will cause the certificates of stock of the corporation to be endorsed with the legends similar to the following legend(s) prior to their issuance:

“The shares evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (i) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (ii) the corporation receives an opinion of legal counsel for the holder of these securities satisfactory to the corporation stating that such transaction is exempt from registration; or (iii) the corporation otherwise satisfies itself that such transaction is exempt from registration.”

6.3. Transfer. Shares of stock may be transferred by delivery of the certificate, accompanied by either an assignment in writing on the back of the certificate or a separate written assignment and power of attorney to transfer the same, which in either event is signed by the record holder of the certificate. No transfer will be valid, except as between the parties to the transfer, until the transfer is made on the books of the corporation. Except as otherwise specifically provided in these Bylaws, no shares of stock will be transferred on the books of the corporation until the outstanding certificate or certificates representing the transferred stock have been surrendered to the corporation or to its transfer agent or registrar.

6.4. Shareholders of Record. The corporation will be entitled to treat the holder of record on the books of the corporation of any share or shares of stock as the holder in fact of those shares for all purposes, including the payment of dividends on and the right to vote the stock, unless provided otherwise by the Board of Directors.

6.5. Loss or Destruction of Certificates. If any certificate of stock is lost or destroyed, another may be issued in its place on proof of loss or destruction and on the giving of a satisfactory bond of indemnity to the corporation. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

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6.6. Record Date and Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors will make in advance a record date for any such determination of shareholders. The record date in any case will not be more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring the determination of shareholders is to be taken. If no record date is fixed for these purposes, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, will be the record date for the determination of shareholders.

6.7. Regulations. The Board of Directors will have the power and authority to make all rules and regulations it deems expedient concerning the issue, transfer, conversion, and registration of certificates for shares of stock of the corporation not inconsistent with these Bylaws, the Articles of Incorporation, or the laws of the United States or the State of Washington.

6.8. Preemptive Rights. Unless otherwise set forth in the Articles of Incorporation, shareholders do not have a preemptive right to acquire unissued shares of stock of the corporation.

ARTICLE VII

BOOKS AND RECORDS

7.1. Records of Corporate Meetings and Share Register. The corporation will keep at either its principal place of business, its registered office, or another place permitted by law, as the Board of Directors may designate, (a) complete books and records of account and complete minutes or records of all of the proceedings of the Board of Directors, director committees, and shareholders, and (b) a record of shareholders, giving the names of the shareholders in alphabetical order by class of shares and showing their respective addresses and the number and class of shares held by each.

7.2. Reliance on Records. Any person dealing with the corporation may rely on a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors, director committees, or shareholders when certified by the Chief Executive Officer, President, Vice President, or Secretary.

ARTICLE VIII

CORPORATE SEAL

The corporation may adopt, but will not be required to adopt, a corporate seal. If a seal is adopted, it will consist of a flat-faced circular die producing words, letters, and figures in raised form, which will state the name of the corporation, the year of its incorporation, and the words “corporate seal.”

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ARTICLE IX

AMENDMENTS

9.1. By the Shareholders. These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

9.2. By the Board of Directors. The Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the whole Board of Directors at any regular or special meeting of the Board, if notice of the proposed alteration or amendment is contained in the notice of the meeting; provided, however, the Board of Directors shall not amend, alter, or repeal any Bylaw in such manner as to affect the qualifications, classifications, term of office or compensation of the directors in any way. Any action of the Board of Directors with respect to the amendment, alteration or repeal of these Bylaws is made expressly subject to change or repeal by the shareholders.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation will be as determined by resolution of the Board of Directors at the Corporation’s organizational meeting and from time to time thereafter. Absent Board approval, the fiscal year of the Corporation shall be the calendar year.

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CERTIFICATE OF ADOPTION

The undersigned, being the Secretary of the corporation, certifies that these are the Bylaws of the corporation, adopted by the Board of Directors at the corporation’s organizational meeting.

DATED as of this 15^th day of September, 2004.

SAM WYLDE FLOUR COMPANY, INC.

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

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EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

OF

CIVIA, INC.

ARTICLE 1. NAME

The name of this corporation is Civia, Inc.

ARTICLE 2. REGISTERED OFFICE AND AGENT

The address of the initial registered office of this corporation is 1209 Orange Street, Wilmington, County of New Castle, State of Delaware 19801, and the name of its initial registered agent at such address is The Corporation Trust Company.

ARTICLE 3. PURPOSES

The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE 4. SHARES

The total authorized stock of this corporation shall consist of 60,000,000 shares of common stock having a par value of $0.001 per share and 40,000,000 shares of preferred stock having a par value of $0.001 per share. Authority is hereby expressly granted to the Board of Directors to fix by resolution or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions which are permitted by Delaware General Corporation Law in respect of any class or classes of stock or any series of any class of stock of the corporation.

ARTICLE 5. INCORPORATOR

The name and mailing address of the incorporator are as follows:

R. Scott Herrmann

600 University Street, Suite 1525

Seattle, WA 98101-3185

ARTICLE 6. DIRECTORS

The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The

PAGE 1

names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualified are:

William Becker	9636 SE Shoreland Drive Bellevue, WA 98004
Helene Dahlander	10999 NES. Beach Drive Bainbridge Island, WA 98110
Barry Chasnoff	202 Parklane Drive San Antonio, TX 78212
William W. Krippaehne, Jr.	600 University Street, Suite 1525 Seattle, WA 98101
Warren Spector	600 University Street, Suite 1525 Seattle, WA 98101
Kirk Anderson	600 University Street, Suite 1525 Seattle, WA 98101
Mel Martin	600 University Street, Suite 1525 Seattle, WA 98101
John S. Calvert	600 University Street, Suite 1525 Seattle, WA 98101
David D. Hillard	600 University Street, Suite 1525 Seattle, WA 98101

ARTICLE 7. BYLAWS

The Board of Directors shall have the power to adopt, amend or repeal the Bylaws for this corporation, subject to the power of the stockholders to amend or repeal such Bylaws. The stockholders shall also have the power to adopt, amend or repeal the Bylaws for this corporation.

ARTICLE 8. ELECTION OF DIRECTORS

Written ballots are not required in the election of directors.

PAGE 2

ARTICLE 9. PREEMPTIVE RIGHTS

Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE 10. CUMULATIVE VOTING

The right to cumulate votes in the election of directors shall not exist with respect to shares of stock of this corporation.

ARTICLE 11. AMENDMENTS TO CERTIFICATE OF INCORPORATION

This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation.

ARTICLE 12. LIMITATION OF DIRECTOR LIABILITY

To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 12 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE 13. BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

The corporation expressly elects not to be governed by section 203(a) of Title 8 of the Delaware General Corporation Law.

I, R. Scott Herrmann, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly I have hereunto set my hand this 31^st day of December, 2001.

/s/ R. Scott Herrmann

R. Scott Herrmann, Incorporator

PAGE 3

EX-3.20

Exhibit 3.20

BYLAWS

OF

CIVIA, INC.

Originally adopted on December 31, 2001

Amendments are listed on p. i

AMENDMENTS

Section	Effect of Amendment	Date of Amendment
Section 3.15.1	Amends authority of Committees	1/25/02

CONTENTS

SECTION 1.	OFFICES		1
SECTION 2.	STOCKHOLDERS		1
2.1	Annual Meeting		1
2.2	Special Meetings		1
2.3	Date, Time and Place of Meeting		1
2.4	Notice of Meeting		2
	2.4.1	Written Notice	2
	2.4.2	Delivery of Notice	2
	2.4.3	Adjourned Meeting	2
	2.4.4	Special Meeting Called by Stockholders	2
2.5	Waiver of Notice		3
	2.5.1	Waiver in Writing	3
	2.5.2	Waiver by Attendance	3
2.6	Fixing of Record Date for Determining Stockholders		3
	2.6.1	Meetings	3
	2.6.2	Consent to Corporate Action Without a Meeting	4
		2.6.2.1 Record Date Fixed by the Board	4
		2.6.2.2 Record Date Not Fixed by the Board	4
	2.6.3	Dividends, Distributions and Other Rights	4
2.7	Voting List		5
2.8	Quorum		5
2.9	Manner of Acting		5
	2.9.1	Matters Other than the Election of Directors	5
	2.9.2	Election of Directors	6
2.10	Proxies		6
	2.10.1	Appointment	6
	2.10.2	Delivery to Corporation; Duration	7
2.11	Voting of Shares		7
2.12	Votine for Directors		7
2.13	Action by Stockholders Without a Meeting		7
	2.13.1	Consent Action by Written Consent of Stockholders	7
	2.13.2	Delivery of Consent to Corporation	7
	2.13.3	Effectiveness of Consent to Take Corporate Action	8
	2.13.4	Action Taken by Less than Unanimous Consent	8
SECTION 3.	BOARD OF DIRECTORS		8
3.1	General Powers		8

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3.2	Number and Tenure		8
3.3	Annual and Regular Meetings		9
3.4	Special Meetings		9
3.5	Meetings by Communication Equipment		9
3.6	Notice of Special Meetings		9
	3.6.1	Personal Delivery	9
	3.6.2	Delivery by Mail	10
	3.6.3	Delivery by Private Carrier	10
	3.6.4	Facsimile Notice	10
	3.6.5	Delivery by Telegraph	10
	3.6.6	Oral Notice	10
3.7	Waiver of Notice		10
	3.7.1	In Writing	10
	3.7.2	By Attendance	11
3.8	Quorum		11
3.9	Manner of Acting		11
3.10	Presumption of Assent		11
3.11	Action by Board or Committees Without a Meeting		11
3.12	Resignation		12
3.13	Removal		12
	3.13.1	In General	12
	3.13.2	Cumulative Voting	12
3.14	Vacancies		12
3.15	Committees		12
	3.15.1	Creation and Authority of Committees	12
	3.15.2	Minutes of Meetings	13
	3.15.3	Quorum and Manner of Acting	13
	3.15.4	Resignation	13
	3.15.5	Removal	13
3.16.	Compensation		13
SECTION 4.	OFFICERS		14
4.1	Number		14
4.2	Resignation		14
4.3	Removal		14
4.4	Vacancies		14
4.5	Chairman of the Board		15
4.6	President		15
4.7	Vice President		15
4.8	Secretary		15
4.9	Treasurer		16

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4.10	Salaries	16
SECTION 5.	CONTRACTS, LOANS, CHECKS AND DEPOSITS	16
5.1	Contracts	16
5.2	Loans to the Corporation	16
5.3	Checks, Drafts, Etc.	16
5.4	Deposits	17
SECTION 6.	CERTIFICATES FOR SHARES AND THEIR TRANSFER	17
6.1	Issuance of Shares	17
6.2	Certificates for Shares	17
6.3	Stock Records	17
6.4	Restriction on Transfer	18
6.5	Transfer of Shares	18
6.6	Lost or Destroyed Certificates	18
SECTION 7.	BOOKS AND RECORDS	19
SECTION 8.	ACCOUNTING YEAR	19
SECTION 9.	SEAL	19
SECTION 10.	INDEMNIFICATION	19
10.1	Right to Indemnification	19
10.2	Right of Indemnitee to Bring Suit	20
10.3	Nonexclusivity of Rights	21
10.4	Insurance, Contracts and Funding	21
10.5	Indemnification of Employees and Agents of the Corporation	21
10.6	Persons Serving Other Entities	21
SECTION 11.	AMENDMENTS OR REPEAL	22

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BYLAWS

OF

CIVIA, INC.

SECTION 1. OFFICES

The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate. The corporation may have such other offices as the Board may designate or as the business of the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

2.1 Annual Meeting

The annual meeting of the stockholders shall be held each year within 90 to 180 days after the fiscal year end of the corporation at a date, time and location determined by resolution of the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held on such other date as may be convenient.

2.2 Special Meetings

The Chairman of the Board, the President or the Board may call special meetings of the stockholders for any purpose. Holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose by giving written notice to the corporation as specified in subsection 2.4 hereof.

2.3 Date, Time and Place of Meeting

Except as otherwise provided in these Bylaws, all meetings of stockholders, including those held pursuant to demand by stockholders, shall be held on such date and at such time and place designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all the stockholders entitled to notice of the meeting.

2.4 Notice of Meeting

2.4.1  Written Notice

Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by or at the direction of the Board, the Chairman of the Board, the President, the Secretary or stockholders calling an annual or special meeting of stockholders as provided for herein. Such notice shall be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting, except that notice of a meeting to act on a plan of merger or consolidation, or on the sale, lease or exchange of all or substantially all of the corporation’s property and assets, including its goodwill and corporate franchises, shall be given not less than 20 nor more than 60 days before such meeting.

2.4.2  Delivery of Notice

If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at such stockholder’s address as it appears on the stock records of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company. Notice given in any other manner shall be deemed delivered when dispatched to the stockholder’s address, telephone number or other number appearing on the stock transfer records of the corporation.

2.4.3  Adjourned Meeting

If an annual or special meeting of stockholders is adjourned to a different date, time or place, no notice of the new date, time or place is required if they are announced at the meeting before adjournment. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be given to each stockholder entitled to vote at the meeting.

2.4.4   Special Meeting Called by Stockholders

Upon written request of stockholders in accordance with Section 2.2 of these Bylaws, the stockholders may request that the corporation call a special meeting of stockholders. Within 20 days after receiving such a request, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, and if the Secretary shall neglect

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or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting.

2.5 Waiver of Notice

2.5.1  Waiver in Writing

Whenever any notice is required to be given to any stockholder under the provisions of these Bylaws, the Certificate of Incorporation or the General Corporation Law of the State of Delaware, as now or hereafter amended (the “DGCL”), a written waiver of notice, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

2.5.2  Waiver by Attendance

The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

2.6 Fixing of Record Date for Determining Stockholders

2.6.1  Meetings

For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than 60 (or the maximum number permitted by applicable law) nor less than 10 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

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2.6.2  Consent to Corporate Action Without a Meeting

2.6.2.1  Record Date Fixed by the Board

For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days (or the maximum number of days permitted by applicable law) after the date upon which the resolution fixing the record date is adopted by the Board.

2.6.2.2  Record Date Not Fixed by the Board

If no record date has been fixed by the Board and no prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

2.6.3  Dividends, Distributions and Other Rights

For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days (or the maximum number of days permitted by applicable law) prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

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2.7 Voting List

At least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present.

2.8 Quorum

A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. Any business may be transacted at a reconvened meeting that might have been transacted at the meeting as originally called, provided a quorum is present or represented at such meeting. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.9 Manner of Acting

2.9.1  Matters Other than the Election of Directors

In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present

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in person or represented by proxy at the meeting shall be the act of such class or classes.

2.9.2  Election of Directors

Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.

2.10 Proxies

2.10.1  Appointment

Each stockholder entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such authorization may be granted in writing or by electronic transmission as set forth below.

(i) Authorization in Writing. A stockholder may execute a writing authorizing another person or persons to act for such stockholder by proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature.

(ii) Authorization by Electronic Transmission. A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram or other means of electronic transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

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2.10.2  Delivery to Corporation; Duration

A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.11 Voting of Shares

Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each such issue.

2.12 Voting for Directors

Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote, or if the Certificate of Incorporation provides for cumulative voting, each stockholder may cumulate his or her votes by distributing among one or more candidates as many votes as are equal to the number of such Directors multiplied by the number of his or her shares.

2.13 Action by Stockholders Without a Meeting

2.13.1  Consent Action by Written Consent of Stockholders

Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (as determined in accordance with subsection 2.6.2 hereof), and (b) delivered to the corporation.

2.13.2  Delivery of Consent to Corporation

An executed consent may be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceedings of meetings

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of stockholders. Delivery made to the corporation’s registered office shall be by hand or by certified mail or registered mail, return receipt requested.

2.13.3  Effectiveness of Consent to Take Corporate Action

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section 2, within 60 days (or the maximum number of days permitted by applicable law) of the earliest dated consent delivered to the corporation in the manner required by this Section 2. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders.

2.13.4  Action Taken by Less than Unanimous Consent

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders or members to take the action were delivered to the corporation as provided by the DGCL.

SECTION 3.  BOARD OF DIRECTORS

3.1 General Powers

The business and affairs of the corporation shall be managed by or under the direction of the Board.

3.2 Number and Tenure

The Board shall be composed of not less than three nor more than 15 Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent

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Director. Unless a Director resigns or is removed, his or her term of office shall expire at the next annual meeting of stockholders; provided, however, that a Director shall continue to serve until his or her successor is elected or until there is a decrease in the authorized number of Directors. Directors need not be stockholders of the corporation or residents of the State of Delaware and need not meet any other qualifications.

3.3 Annual and Regular Meetings

An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By resolution, the Board, or any committee designated by the Board, may specify the time and place for holding regular meetings without notice other than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee designated by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any two Directors and, in the case of any special meeting of any committee appointed by the Board, by its Chairman. The person or persons authorized to call special meetings may fix any place for holding any special Board or committee meeting called by them.

3.5 Meetings by Communication Equipment

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting.

3.6.1   Personal Delivery

If notice is given by personal delivery, the notice shall be delivered to a Director at least two days before the meeting.

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3.6.2  Delivery by Mail

If notice is delivered by mail, the notice shall be deposited in the official government mail at least five days before the meeting, properly addressed to a Director at his or her address shown on the records of the corporation, with postage thereon prepaid.

3.6.3  Delivery by Private Carrier

If notice is given by private carrier, the notice shall be dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

3.6.4  Facsimile Notice

If notice is delivered by wire or wireless equipment that transmits a facsimile of the notice, the notice shall be dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation.

3.6.5  Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be delivered to the telegraph company for delivery to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

3.6.6  Oral Notice

If notice is delivered orally, by telephone or in person, the notice shall be personally given to the Director at least two days before the meeting.

3.7 Waiver of Notice

3.7.1  In Writing

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Certificate of Incorporation or the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the date and time of the meeting, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting.

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3.7.2  By Attendance

The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

3.8 Quorum

A majority of the total number of Directors fixed by or in the manner provided in these Bylaws shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.9 Manner of Acting

The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the Board or committee, unless the vote of a greater number is required by these Bylaws, the Certificate of Incorporation or the DGCL.

3.10 Presumption of Assent

A Director of the corporation who is present at a Board or committee meeting at which any action is taken shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director’s arrival, to holding the meeting or transacting any business at such meeting, (b) the Director’s dissent or abstention from the action taken is entered in the minutes of the meeting, or (c) the Director delivers written notice of the Director’s dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a Director who votes in favor of the action taken.

3.11 Action by Board or Committees Without a Meeting

Any action that could be taken at a meeting of the Board or of any committee designated by the Board may be taken without a meeting if one or more written consents setting forth the action so taken are signed by each of the Directors or by each committee member and delivered to the corporation. Action taken by written consent of Directors without a meeting is effective when the last Director signs the

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consent. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

3.12 Resignation

Any Director may resign from the Board or any committee of the Board at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board. Any such resignation is effective upon delivery thereof unless the notice of resignation specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.13 Removal

3.13.1  In General

Unless otherwise restricted by contract, at a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors.

3.13.2  Cumulative Voting

If the Certificate of Incorporation provides at any time for cumulative voting in the election of Directors and if less than the entire Board is to be removed, no Director may be removed without cause if the votes cast against his or her removal would be sufficient to elect such Director if then cumulatively voted at an election of the entire Board.

3.14 Vacancies

Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board.

3.15 Committees

3.15.1  Creation and Authority of Committees

The Board may designate standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent

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or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

3.15.2  Minutes of Meetings

All committees so designated shall keep regular minutes of their meetings and shall cause them to be recorded in books kept for that purpose.

3.15.3  Quorum and Manner of Acting

A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee.

3.15.4  Resignation

Any member of any committee may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

3.15.5  Removal

The Board may remove from office any member of any committee elected or appointed by the Board.

3.16 Compensation

By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, a fixed sum for attendance at each Board or committee meeting or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall

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preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 4.  OFFICERS

4.1 Number

The officers of the corporation shall be those officers elected from time to time by the Board or appointed by any other officer empowered to do so. The Board shall have sole power and authority to elect executive officers. As used in these Bylaws, the term “executive officer” shall mean the President, any Vice President in charge of a principal business unit, division or function or any other officer who performs a policy-making function. The Board or the President may elect or appoint such officers and assistant officers to hold office for such period, have such authority and perform such duties as may be prescribed. The Board may delegate to any other officer the power to appoint any subordinate officers and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person. Unless an officer dies, resigns or is removed from office, he or she shall hold office until his or her successor is elected.

4.2 Resignation

Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.3 Removal

Any officer may be removed by the Board at any time, with or without cause. An officer or assistant officer, if appointed by another officer, may be removed by any officer authorized to appoint officers or assistant officers.

4.4 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board or by any officer granted authority by these Bylaws to appoint a person to such office.

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4.5 Chairman of the Board

If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time, and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairman of such meetings.

4.6 President

The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairman of the Board and, subject to the Board’s control, shall supervise and control all the assets, business and affairs of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time. If no Secretary has been elected or appointed, the President shall have responsibility for the preparation of minutes of meetings of the Board and stockholders and for authentication of the records of the corporation.

4.7 Vice President

In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by or at the direction of the Board.

4.8 Secretary

If elected or appointed, the Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation’s records and stock registers, and authentication of the corporation’s records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

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4.9 Treasurer

If elected or appointed, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws, sign certificates for shares of the corporation, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by or at the direction of the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

4.10 Salaries

The salaries of the officers shall be fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

5.2 Loans to the Corporation

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

5.3 Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

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5.4 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Issuance of Shares

No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share.

6.2 Certificates for Shares

Certificates representing shares of the corporation shall be signed by the Chairman of the Board or a Vice Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restrictions that may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified.

6.3 Stock Records

The stock transfer books shall be kept at the principal place of business of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

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6.4 Restriction on Transfer

Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restrictions are not required, the shares of the corporation are subject to transfer restrictions under applicable securities laws and all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, that reads substantially as follows:

The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state securities laws, and no interest may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under the Act and applicable state securities laws covering any such transaction involving said securities, (b) this corporation receives an opinion of legal counsel for the holder of these securities satisfactory to this corporation stating that such transaction is exempt from registration, or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration.

Such certificates shall also be legended to refer to the restrictions in any investor rights agreement that may be adopted by the stockholders.

6.5 Transfer of Shares

The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.

6.6 Lost or Destroyed Certificates

In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

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SECTION 7.  BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceedings of its stockholders and Board and such other records as may be necessary or advisable.

SECTION 8.  ACCOUNTING YEAR

The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes or any other purpose, the accounting year shall be the year so selected.

SECTION 9.  SEAL

The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

SECTION 10.  INDEMNIFICATION

10.1 Right to Indemnification

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent or in any other capacity while serving as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided,

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however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the DGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise.

10.2 Right of Indemnitee to Bring Suit

If a claim under subsection 10.1 hereof is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section 10 upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.

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10.3 Nonexclusivity of Rights

The rights to indemnification and to the advancement of expenses conferred in this Section 10 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provisions of the Certificate of Incorporation or these Bylaws or otherwise. Notwithstanding any amendment to or repeal of this Section 10.3, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

10.4 Insurance, Contracts and Funding

The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section 10 and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section 10.

10.5 Indemnification of Employees and Agents of the Corporation

The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provisions of this Section 10 with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board.

10.6 Persons Serving Other Entities

Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be

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deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof.

SECTION 11.  AMENDMENTS OR REPEAL

These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board. The stockholders may also amend and repeal these Bylaws or adopt new Bylaws. All Bylaws made by the Board may be amended or repealed by the stockholders. Notwithstanding any amendment to Section 10 hereof or repeal of these Bylaws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

The foregoing Bylaws were adopted by the Board of Directors of Civia, Inc. as of January 25, 2002.

/s/ Sharon J. Johnston

Secretary

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EX-3.21

Exhibit 3.21

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - SEATTLE RADIO, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - SEATTLE RADIO, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Washington corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - SEATTLE RADIO, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Seattle Radio, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Seattle Radio, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Seattle Radio, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such name

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reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, Washington 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

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pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books

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and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

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Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or

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any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly

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adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By	/s/ Bejamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – SEATTLE RADIO, L.L.C.

The undersigned sole member of the Fisher Broadcasting-Seattle Radio, L.L.C (the “Company”) certifies that the pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.22

Exhibit 3.22

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - SEATTLE TV, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - SEATTLE TV, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Washington corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - SEATTLE TV, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Seattle TV, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Seattle TV, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Seattle TV, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such name

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reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, Washington 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

7

pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books

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and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

9

Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or

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any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly

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adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – SEATTLE TV, L.L.C.

The undersigned sole member of the Fisher Broadcasting-Seattle TV, L.L.C (the “Company”) certifies that pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.23

Exhibit 3.23

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - PORTLAND TV, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - PORTLAND TV, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Portland corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - PORTLAND TV, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Portland TV, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Portland TV, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Portland TV, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such name

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reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington, 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, Washington 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

7

pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books

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and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

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Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or

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any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly

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adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – PORTLAND TV, L.L.C.

The undersigned the sole member of the Fisher Broadcasting-Portland TV, L.L.C (the “Company”) certifies that the pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING – PORTLAND RADIO, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - PORTLAND RADIO, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Portland corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - PORTLAND RADIO, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Portland Radio, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Portland Radio, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Portland Radio, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such

3

name reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with me office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, WA 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

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pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the

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Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the

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shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or

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penalties thereon) that may be imposed upon the Company as a result of the Member’s ) investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

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8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity

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interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – PORTLAND RADIO, L.L.C.

The undersigned sole member of the Fisher Broadcasting-Portland Radio, L.L.C (the “Company”) certifies that the pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.25

Exhibit 3.25

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - OREGON TV, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - OREGON TV, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Oregon corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - OREGON TV, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Oregon TV, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting—Oregon TV, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Oregon TV, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such name

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reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, Washington 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

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pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books

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and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

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Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or

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any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly

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adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – OREGON TV, L.L.C.

The undersigned sole member of the Fisher Broadcasting-Oregon TV, L.L.C (the “Company”) certifies that the pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - WASHINGTON TV, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - WASHINGTON TV, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Washington corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - WASHINGTON TV, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Washington TV, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Washington TV, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Washington TV, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such

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name reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, Washington 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

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pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books

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and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

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Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee”) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or

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any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly

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adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – WASHINGTON TV, L.L.C.

The undersigned sole member of the Fisher Broadcasting-Washington, L.L.C (the “Company”) certifies that pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.27

Exhibit 3.27

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING -IDAHO TV, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - S.E. IDAHO TV, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Portland corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - IDAHO TV, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - Idaho TV, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Idaho TV, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Idaho TV, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names

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selected by the Manager from time to time; provided, however, that any such name reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington, 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, WA 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

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pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books

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and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

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Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or

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any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly

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adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – IDAHO TV, L.L.C.

The undersigned sole member of the Fisher Broadcasting-Idaho TV, L.L.C (the “Company”) certifies that pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.28

Exhibit 3.28

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - S.E. IDAHO TV, L.L.C.

a Delaware limited liability company

Dated May 25, 2001

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - S.E. IDAHO TV, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of May 25, 2001, by FISHER BROADCASTING COMPANY, a Portland corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - S.E. IDAHO TV, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On May 24, 2001 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting - S.E. Idaho TV, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - S.E. Idaho TV, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - S.E. Idaho TV, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names selected by the Manager from time to time; provided, however, that any such

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name reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington, 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Broadcast Business;

(b) To hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Manager may determine in its sole discretion; and

(d) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Company	600 University Street, Suite 1525 Seattle, WA 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

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4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

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5.2. Appointment of Managers. The Member appoints Fisher Broadcasting Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

5.3. Resignation and Removal; Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Only the Member may fill any vacancy that occurs as a result of the resignation or removal of any Manager.

5.4. Duties of Managers-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to

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pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the

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Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the

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shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or

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penalties thereon) that may be imposed upon the Company as a result of the Member’s investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

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8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation, in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity

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interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

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certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

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interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING COMPANY, a Washington corporation
By:	/s/ Benjamin W. Tucker
	Benjamin W. Tucker, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT OF

FISHER BROADCASTING – S.E. IDAHO TV, L.L.C.

The undersigned sole member of the Fisher Broadcasting - S.E. Idaho TV, L.L.C (the “Company”) certifies that the pursuant to a consent dated March 15, 2002, Article VIII, Section 8.5 (a) of the Operating Agreement dated May 25, 2001 has been amended to read as follows:

Certificates.

8.5 Certificates

(a.) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefore. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

FISHER BROADCASTING COMPANY,

/s/ Sharon J. Johnston

Sharon J. Johnston, Secretary

EX-3.29

Exhibit 3.29

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - GEORGIA, L.L.C.

a Delaware limited liability company

Dated May 15, 1999

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER BROADCASTING - GEORGIA, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT has been entered into effective as of May 15, 1999 (this “Operating Agreement”), by FISHER BROADCASTING INC., a Washington Corporation (the “Member”), for the purpose of forming FISHER BROADCASTING - GEORGIA, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On February 24, 1999 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “Fisher Broadcasting -Georgia, L.L.C.” The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling.” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Broadcast Business” means the business of owning and operating television broadcast stations, and all businesses incidental or related thereto, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means Fisher Broadcasting - Georgia, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves as the Management Committee deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on September 30th of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Management Committee” is defined in Section 5.1.

“Manager” means a member of the Management Committee.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is Fisher Broadcasting - Georgia, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names

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selected by the Management Committee from time to time; provided, however, that any such name reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 100 Fourth Avenue North, Seattle, Washington 98109, or at such other place or places as the Management Committee may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The registered agent of the Company may be changed from time to time by the Member by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in the State of California and in any other jurisdictions in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed to be amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Management Committee shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to

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permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) to engage in the ownership, operation and management of the Broadcast Business;

(b) to hold and maintain, directly or through any subsidiaries, any licenses, authorizations, permits or approvals issued by the FCC or any other Governmental Authority with respect to the ownership or operation of broadcast stations or facilities;

(c) to exercise all powers, and to engage in all activities, necessary to or in any way connected with the Broadcast Business, as the Management Committee may determine in its sole discretion; and

(d) to engage in any other lawful business or activity as determined by the Management Committee.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company, including, without limitation, the following:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by and under the Delaware Act in any state, territory, district, possession or other jurisdiction of the United States or in any foreign country;

(b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, transfer or dispose of any real or personal property;

(c) to enter into, perform and carry out contracts and other agreements of any kind, including, without limitation, contracts with the Member (or any other Affiliate of the Company), any Manager or any officer or other agent of the Company;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of and/or otherwise use and deal in and with, equity or other interests in or obligations of any corporations, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties created thereby), associations, general or limited partnerships, trusts or individuals, or direct or indirect obligations of the United States or of any other Governmental Authority, as the case may be;

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(e) to lend money for any proper purpose, to invest and reinvest its funds, and to take and hold real and personal property for the payment of funds so loaned or invested;

(f) to sue and be sued, complain and defend, and participate in administrative, legal, arbitration or other proceedings, in the Company’s name;

(g) to appoint employees, agents and professionals of the Company, and to define their duties and fix their compensation;

(h) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(i) to cease its activities and cancel the Certificate of Formation;

(j) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract, security agreement or other contract or agreement with respect of any assets, properties or rights of the Company;

(k) to borrow money and issue evidences of indebtedness, and to secure the same with any lien, mortgage, security interest, pledge or other encumbrance on the assets, properties and rights of the Company, and to guarantee indebtedness of any other Person;

(1) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any claims or demands of or against the Company, or to hold such proceeds against the payment of any contingent liabilities; and

(m) to make, execute, acknowledge, file, publish and record any and all documents or instruments necessary, convenient or incidental to accomplish the purposes of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Broadcasting Inc.	100 Fourth Avenue North Seattle, Washington 98109

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Management Committee determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the

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Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Voting by Member. The affirmative vote or consent of the Management Committee, pursuant to resolutions duly adopted by such Management Committee, shall be the act of the Member. The Member shall have no right to participate directly in the control or management of the Company.

4.4. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

4.5. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Managers, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

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ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by a management committee (the “Management Committee”) consisting of two (2) Managers. Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Management Committee shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.12), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Management Committee to act or refrain from acting with respect to any matter within the authority, power and discretion of the Management Committee (whether or not there is a deadlock of the Management Committee) and, if the Member so directs or instructs the Management Committee, each Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

5.2. Appointment and Voting Power of Managers.

(a) The Member appoints the following individuals as the two (2) initial Managers:

William W. Krippaehne

Patrick M. Scott

Each Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until his or her death, disability, resignation or removal.

(b) Each Manager shall have voting power with respect to any decisions to be made or actions to be taken by the Management Committee equal to one (1) vote.

5.3. Resignation and Removal: Vacancies.

(a) Any Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of a Manager by the Company, the Member or the remaining Manager shall not be necessary to make it effective.

(b) The Member may at any time remove and replace any Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected Manager.

(c) Any vacancy that occurs as a result of the death, disability, resignation or removal of any Manager may be filled only by the Member.

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5.4. Duties of Managers-Standard of Care; Liability to Member. The Managers shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Management Committee determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. A Manager does not, in any way, guarantee the return of the Capital Contributions made by the Company or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Managers and Agents. Unless authorized to do so by the Management Committee in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Management Committee). No Manager shall have any power or authority to bind the Company unless such Manager has been expressly authorized by the Management Committee to do so (and only for the purpose or purposes authorized).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Managers shall be fixed from time to time by resolutions duly adopted by the Management Committee. The Managers shall be entitled to reimbursement from the Company for (or to cause the Company to pay directly) all out-of-pocket costs, expenses and fees incurred by them in connection with the operation of the Company and the performance of their duties hereunder.

5.7. Meetings of Management Committee’ Waiver of Notice.

(a) Meetings of the Management Committee for the purpose of taking any action may be called at any time by the Member, the Chairman of the Board, if any, the President, any Vice President, the Secretary or by any Manager, and shall be held on such date and at such time and place as the Person or Persons calling the meeting may reasonably designate. Subject to Section 5.7(b), written notice of any meeting of the Management Committee shall be given and shall state the date, time and place of the meeting and the purpose or purposes thereof. Such notice shall be delivered to each Manager (i) personally or by telecopy, in each case not less than four (4) days prior to the holding of the meeting, or (ii) by mail, charges prepaid, addressed to such Manager at his or her address as it is shown on the records of the Company at least seven (7) days prior to the holding of the meeting. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for

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transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person whom the person giving the notice has reason to believe will promptly communicate it to the recipient.

(b) Notice of any meeting of the Management Committee need not be given to any Manager who signs a waiver of notice or a consent to hold the meeting or an approval of the minutes thereof, whether before or after the meeting, or to any Manager who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice to such Manager. All such waivers, consents and approvals shall be filed with the records of the Company or made a part of the minutes of the meeting.

5.8. Quorum. Except as otherwise required by this Operating Agreement or the Delaware Act, the presence in person of the two (2) authorized Managers at any meeting of the Management Committee (or, if there is only one Manager then in office, the presence in person of such Manager) shall constitute a quorum for the transaction of business at such meeting. The Managers may participate in any meeting of the Management Committee by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Participation in a meeting as permitted in the immediately preceding sentence shall constitute presence in person at such meeting. If a quorum shall not be present at any meeting of the Management Committee, the Manager present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

5.9. Vote Required for Action. Except as otherwise expressly provided in the Delaware Act, any action taken or decision made by the Management Committee at a meeting duly held at which a quorum is present shall require the affirmative vote or consent of the two (2) authorized Managers (or, if there is only one Manager then in office, the affirmative vote or consent of such Manager). Any decisions or determinations made by any Manager pursuant to this Operating Agreement shall be exercised in his or her sole and absolute discretion (subject to the proviso in Section 5.1).

5.10. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Management Committee (or of any committee thereof) may be taken without a meeting, without prior notice and without a vote, if a written consent describing the action to be taken is signed by the two authorized Managers (or, if there is only one Manager then in office, the affirmative vote or consent of such Manager). Any such action by written consent shall be filed with the minutes of proceedings of the Management Committee.

5.11. Committees. The Management Committee may designate one or more committees as the Management Committee may determine to serve at its pleasure, and may prescribe the manner in which proceedings of such committees shall be conducted. Any Manager may be appointed by the Management Committee to serve on such committees. In resolutions duly adopted by the Management Committee authorizing any such committee, the

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Management Committee shall specify the authority granted to such committee. The provisions of this Article V shall govern all procedures and aspects of any such committee meetings.

5.12. Officers of the Company.

(a) The Management Committee shall appoint a President, a Chief Financial Officer, a Secretary and such other officers of the Company (including, without limitation, a Vice President) as the Management Committee may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Management Committee. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall be the chief executive officer of the Company, shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Management Committee.

(c) In the absence or disability of the President, the Vice President, if any, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Management Committee.

(d) The Chief Financial Officer shall have the responsibility of managing the Company’s finances and day-to-day accounting operations and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and capital accounts. The books of account shall at all times be open to inspection by the Member. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Company with such depositories as may be designated by the Member. The Chief Financial Officer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever they request it, an account of all of his or her transactions as Chief Financial Officer and of the financial condition of the Company, and shall have such other powers and perform such other duties as may be prescribed by the Management Committee.

(e) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the President may order, a book of minutes of actions taken at all meetings of the Management Committee and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Management Committee and Member meetings and the proceedings thereof. The Secretary

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shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of each Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent fiscal years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

(f) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Management Committee.

5.13. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Management Committee at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Management Committee or the Member shall not be necessary to make it effective.

(b) The Management Committee may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Any vacancy that occurs as a result of the death, disability, resignation or removal of any officer may be filled by the Management Committee or the Member.

5.14. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by the Chief Financial Officer in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the

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capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Management Committee determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Management Committee, the Management Committee shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Management Committee shall promptly convene to reconsider the Company’s capital or operating plan for the applicable Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or a Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Management Committee may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such

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distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. All decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period shall be made by the Chief Financial Officer of the Company.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Managers. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither Fisher Companies Inc., the Member nor any Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or a Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Managers, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Managers for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Managers, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Managers, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability which may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees

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to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as a Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent or restrict the personal investment or other business activities of the Member, any Manager or any officer apart from this Company, nor shall the Company, the Member or any Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Managers, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, any Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or any Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Managers or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or one or more Managers or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, any Manager or officer is present at or participates in the meeting of the Managers or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or

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transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Management Committee, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the two (2) authorized Managers. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Management Committee.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Management Committee, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED

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SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Management Committee or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Management Committee, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

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9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Managers then in office, which certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Management Committee, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or a Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

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10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER BROADCASTING INC., a Washington corporation
By:	/s/ Patrick M. Scott
	Patrick M. Scott, President

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FIRST AMENDMENT

TO THE

OPERATING AGREEMENT FOR

FISHER BROADCASTING – GEORGIA, L.L.C.

The sole member of the Fisher Broadcasting - Georgia, L.L.C (the “Company”), pursuant to a consent dated October 16, 2001, has amended Article V, Sections 5.1 and 5.2 of the Operating Agreement dated May 15, 1999 to read as follows:

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.12), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

5.2 Appointment of Managers. The Member appoints Fisher Broadcasting Company as the Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

EX-3.30

Exhibit 3.30

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER ENTERTAINMENT, L.L.C.

a Delaware limited liability company

Dated January 24, 2002

LIMITED LIABILITY COMPANY AGREEMENT

OF

FISHER ENTERTAINMENT, L.L.C.,

a Delaware limited liability company

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Operating Agreement”) has been entered into effective as of January 24, 2002, by FISHER MEDIA SERVICES COMPANY, a Washington corporation (the “Member”), for the purpose of forming FISHER ENTERTAINMENT, L.L.C., a single-member limited liability company pursuant to the Delaware Limited Liability Company Act, Chapter 18, Title 6, Sections 18-101 et seq., of the Delaware Code (as amended from time to time, the “Delaware Act”).

RECITALS

A. On January 10, 2002 (the “Filing Date”), the Member caused a Certificate of Formation of the Company (the “Certificate of Formation”) to be duly executed and filed with the Secretary of State of the State of Delaware under the name “FISHER ENTERTAINMENT, L.L.C.”. The Company did not have any assets, or carry on any business activities, prior to the Filing Date.

B. The Member wishes to enter into this Operating Agreement to provide for the structure, governance and operation of the Company.

C. For tax purposes, it is intended that the Company be disregarded as an entity separate from the Member, and not be treated as an “association” taxable as a “corporation,” as provided in Treasury Regulations Section 301.7701-3.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and for the mutual agreements set forth herein, the Company shall be structured, governed and operated as follows:

ARTICLE I

DEFINITIONS

1.1. Definitions. Unless the context otherwise requires, the following terms used in this Operating Agreement shall have the following meanings:

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with, such specified Person. The term “control” (including with correlative meanings, the terms “controlling,” “controlled by,” or “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

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“Business” means the business of entertainment production for network and cable broadcast markets, as well as programming for syndication markets, and providing production-related services to clients, as such business is being conducted and is proposed to be conducted as of the date hereof.

“Capital Contribution” means the contributions in cash or other property to the capital of the Company actually made by the Member.

“Certificate of Formation” is defined in the recitals.

“Certificate of Interest” is defined in Section 8.5(a).

“Code” means the Internal Revenue Code of 1986, as amended, or any successor federal tax statute enacted after the date of this Operating Agreement.

“Company” means FISHER ENTERTAINMENT, L.L.C., and any successors or assigns.

“Delaware Act” is defined in the preamble.

“Distributable Cash” means, subject in all cases to the provisions of any contract or other agreement to which the Company is a party (including, without limitation, any loan or credit facility agreement), all cash, revenues and funds received by the Company (regardless of source), less the sum of the following to the extent paid or set aside by the Company:

(i) All principal and interest payments on indebtedness of the Company and all other sums paid to lenders;

(ii) All cash expenditures incurred incident to the operation of the Company’s business in the ordinary course; and

(iii) Such reserves, as the Manager deems reasonably necessary or appropriate to the proper operation and development of the Company’s business.

“FCC” means the Federal Communications Commission, or any successor agency.

“Filing Date” is defined in the recitals.

“Fiscal Year” means the fiscal year of the Company which currently ends on December 31st of each fiscal year; provided, however, that in the case of the first and the last fiscal years of the Company, the fraction of the relevant fiscal year commencing on the date on which the Company is formed under the Delaware Act or ending on the date on which the winding up of the Company is completed, as the case may be.

“Governmental Approval” means an authorization, consent, approval, permit, franchise or license issued by, or a registration or filing with, any Governmental Authority.

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

“Indemnitee” is defined in Section 8.2.

“Liquidating Trustee” is defined in Section 9.2.

“Manager” is defined in Section 5.1.

“Member” is defined in the preamble. For all purposes of the Delaware Act, the Member shall constitute a single class or group of members.

“Membership Interests of the Company” means the limited liability company interests in the Company, including a member’s right to distributions and its economic interest in the Net Profits and Net Losses and its right to participate in the management of the business and affairs of the Company, including the right to appoint any Managers hereunder, and to vote on, consent to, or otherwise participate in any decision or action of or by a member, in each case pursuant to the terms of this Operating Agreement and the Delaware Act. All Membership Interests of the Company shall be evidenced by a Certificate of Interest pursuant to Section 8.5.

“Net Profit” or “Net Loss” is defined in Section 7.1.

“Operating Agreement” means this Limited Liability Company Agreement, as originally executed and as amended from time to time.

“Person” means any natural person or any corporation, partnership, limited liability company, business association, joint venture or other entity.

“Securities Act” means the Securities Act of 1933, as amended.

“Treasury Regulations” means the proposed, temporary and final regulations promulgated under the Code in effect as of the date of filing the Certificate of Formation and the corresponding actions of any regulations subsequently issued that amend or supersede those regulations.

ARTICLE II

FORMATION

2.1. Formation. On the Filing Date, the Member caused the Certificate of Formation to be filed with the Secretary of State of the State of Delaware in accordance with and pursuant to the applicable provisions of the Delaware Act.

2.2. Name. The name of the Company is FISHER ENTERTAINMENT, L.L.C., and all business of the Company shall be conducted under that name or any fictitious name or names

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selected by the Manager from time to time; provided, however, that any such name reflects the Company’s status as a limited liability company and is otherwise permitted by applicable law.

2.3. Principal Place of Business; Registered Agent. The Company’s principal place of business shall be located at 600 University Street, Suite 1525, Seattle, Washington, 98101, or at such other place or places as the Manager may from time to time determine. The Company’s registered agent for service of process and the location of its registered office in the State of Delaware shall be the Person and the location reflected in the Certificate of Formation as filed in the office of the Secretary of State of the State of Delaware. The Member may change the registered agent of the Company from time to time by causing the filing of the name of the new registered agent in accordance with the Delaware Act. The Company shall qualify to do business in any jurisdiction in which the Company transacts business and in which such qualification is required or desirable.

2.4. Term. The term of the Company commenced upon the date of filing of the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall be perpetual, unless terminated in accordance with the provisions of Article IX.

2.5. Operating Agreement; Effect of Inconsistencies With the Delaware Act or the Code. It is the express intention of the Member that this Operating Agreement be the sole source of agreement of the Member regarding the structure, governance and operation of the Company and, except to the extent a provision of this Operating Agreement expressly incorporates federal income tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited or ineffective under the Delaware Act, this Operating Agreement shall govern even when inconsistent with, or different than, the provisions of the Delaware Act or any other law or rule. To the extent that any provision of this Operating Agreement is prohibited or ineffective under the Delaware Act, this Operating Agreement shall be deemed amended to the smallest degree possible in order to make this Operating Agreement effective under the Delaware Act in accordance with the intent of the Member. In the event the Delaware Act is subsequently amended or interpreted in such a way to make any provision of this Operating Agreement that was formerly valid invalid, such provision shall be considered to be valid from the Filing Date of such interpretation or amendment. The Member shall be entitled to rely on the provisions of this Operating Agreement, and the Member shall not be liable to the Company for any action or refusal to act taken in good faith reliance on the terms of this Operating Agreement. The duties and obligations imposed on the Member as such shall be those set forth in this Operating Agreement, which is intended to govern the relationship between the Company and the Member, notwithstanding any provision of the Delaware Act or common law to the contrary.

2.6. Filings and Other Actions. The Manager shall cause to be executed, sworn to, acknowledged, filed and recorded and/or published such certificates, instruments and other documents in such places and at such times, and take such other actions, as in each case may be required by applicable law or may be appropriate under the circumstances to permit the Company to own property or transact business in any jurisdiction or to maintain the limited liability protection of the Member.

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ARTICLE III

BUSINESS OF THE COMPANY

3.1. Permitted Businesses. The business of the Company shall be the following:

(a) To engage in the ownership, operation and management of the Business;

(b) To exercise all powers, and to engage in all activities, necessary to or in any way connected with the Business, as the Manager may determine in its sole discretion; and

(c) To engage in any other lawful business or activity as determined by the Manager.

3.2. Powers of Company. Without limiting the generality of Section 3.1, the Company shall have the power to take any and all actions that may be necessary, customary, convenient or incident to the businesses of the Company.

ARTICLE IV

MEMBER AND MEMBERSHIP INTERESTS

4.1. Member. The name and address of the Member are as follows:

Name	Address
Fisher Media Services Company	600 University Street, Suite 1525 Seattle, Washington 98101

The Member shall own 100% of the Membership Interests of the Company.

4.2. Meeting of Member. If and when the Manager determines, meetings of the Member may be called and, when called, shall be governed by the applicable provisions of the Delaware Act; provided, however, that the reference in this Section 4.2 to the Delaware Act shall not be interpreted to require that any meetings of the Member be held (it being the intent of the Member that meetings of the Member not be required).

4.3. Action by Member Without a Meeting. Any action required or permitted to be taken at a meeting of the Member may be taken without a meeting, without prior notice and without a vote, if the action is evidenced by a written consent describing the action to be taken, signed by the Member. Such written consent shall be delivered to the Company for inclusion in the minutes or for filing with the Company records.

4.4. Representations and Warranties of Member. The Member represents and warrants to the Company that:

(a) The Member is acquiring the Membership Interests of the Company hereunder for its own account, for investment purposes only and not with a view to or for sale in

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connection with any distribution thereof, and the Member has no present intent to sell or otherwise distribute such Membership Interests;

(b) The Member either has a preexisting personal or business relationship with the Company or its Manager, or by reason of its business or financial experience or the business or financial experience of its professional advisors who are unaffiliated with and who are not compensated by the Company or any of its Affiliates, directly or indirectly, has the capacity to protect its own interests in connection with this investment. The Member is able to bear the economic risk of an investment in the Membership Interests of the Company and can afford to sustain a total loss on such investment. The nature and amount of the Member’s investment in such Membership Interests is consistent with its investment objectives, abilities and resources; and

(c) The Member understands that there is no public market for the Membership Interests of the Company and there is no assurance that there will be such a market in the future. The Member has been advised that such Membership Interests have not been registered under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act and registered or qualified under applicable state securities or “blue sky” laws, or an exemption from such registration and qualification is available, and understands that the Company is under no obligation to register such Membership Interests or to comply with any exemption from such registration requirement. Thus, the Member realizes that it cannot expect to be able to liquidate its investment in the Company readily, if at all, in the case of an emergency.

ARTICLE V

RIGHTS AND DUTIES OF MANAGEMENT; OFFICERS

5.1. Management. The business and affairs of the Company shall be managed by the Manager (the “Manager”). Except for situations in which the approval of the Member is expressly required by this Operating Agreement or the Delaware Act, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company (including, without limitation, the right to appoint officers and delegate to such officers such management and control, as provided in Section 5.8), to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business; provided, however, that the Member shall have the right to direct or instruct the Manager to act or refrain from acting with respect to any matter within the authority, power and discretion of the Manager (whether or not there is a deadlock of the Manager) and, if the Member so directs or instructs the Manager, the Manager shall take such actions as are necessary or appropriate to carry out such directions or instructions.

5.2. Appointment of Manager. The Member appoints Fisher Media Services Company as the initial Manager. The Manager (and any Person appointed as a replacement Manager pursuant to Section 5.3) shall hold office until its resignation or removal.

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5.3. Resignation and Removal.

(a) The Manager may resign at any time by furnishing written notice to the Member at the Company’s principal place of business. The resignation of the Manager shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of the Manager by the Company or the Member shall not be necessary to make it effective.

(b) The Member may at any time remove and replace the Manager with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the Manager.

5.4. Duties of Manager-Standard of Care; Liability to Member. The Manager shall manage, or cause to be managed, the affairs of the Company in a prudent and businesslike manner and shall devote such time to the Company’s affairs as the Manager determines to be reasonably necessary for the conduct of such affairs. No Manager shall be liable to the Company or to the Member for any errors of judgment except as otherwise required by applicable law. The Manager does not, in any way, guarantee the return of the Capital Contributions made by the Member or a profit for the Member from its investment in the Company and shall not be liable to the Company or to the Member for any loss or damage sustained by the Company or the Member, unless the loss or damage shall have been the result of fraud, deceit, willful misconduct or willful malfeasance by the Manager.

5.5. Authority of Manager and Agents. Unless authorized to do so by the Manager in accordance with the provisions of this Operating Agreement, no officer, employee or other agent of the Company shall have any power or authority to bind the Company outside of the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof (it being the intention of the Member that the officers, employees and other agents of the Company shall have the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Member after the date hereof, or as authorized to do so by the Manager).

5.6. Compensation; Reimbursement for Expenses. Compensation, if any, of the Manager shall be fixed from time to time by resolutions duly adopted by the Member. The Manager shall be entitled to reimbursement from the Company for (or to cause the Company to pay directly) all out-of-pocket costs, expenses and fees incurred by the Manager in connection with the operation of the Company and the performance of the Manager’s duties hereunder.

5.7. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Manager may be taken without a meeting, without prior notice and without a vote,

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if the action is evidenced by a written consent describing the action to be taken, signed by the Manager. Such written consent shall be filed with the Company’s records.

5.8. Officers of the Company.

(a) The Manager may appoint a President, a General Manager, one or more Vice Presidents, a Secretary and such other officers of the Company (including, without limitation, Station Managers) as the Manager may designate. Officers of the Company shall exercise such powers and duties as provided or delegated in this Operating Agreement, including, without limitation, the power and authority to act for and on behalf of the Company and to bind the Company in the normal or ordinary course of its business, as such business has been conducted prior to the formation of the Company and proposed to be conducted by the Manager. Each officer shall hold office until his or her death, disability, resignation or removal or, if a term is specified, until a successor to such office is appointed upon the expiration of his or her term.

(b) The President shall have general supervision, direction and control of the Company and shall perform all duties incidental to his or her office. The President shall be responsible for the administration and operation of the Company’s business and general supervision of its policies and affairs, subject to the direction of the Manager.

(c) In the absence or disability of the President, the Vice President or General Manager, if any, as selected by the Manager, shall perform all of the duties of the President and, when so acting, shall have such other powers and perform such other powers and duties as may be prescribed from time to time by the Manager.

(d) The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and such other place as the Manager may order, a book of minutes of actions taken at all meetings of the Manager and of the Member, with the time and place of holding, the notice thereof given, the names of those present at Manager and Member meetings and the proceedings thereof. The Secretary shall keep, or cause to be kept, at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) (i) a current list of the Manager, including the full name and business or residence address of each such Manager, (ii) a copy of the Certificate of Formation, and all amendments thereto, (iii) copies of the Company’s federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years, (iv) a copy of this Operating Agreement and any amendments thereto, (v) copies of the financial statements of the Company, if any, for the six most recent Fiscal Years, (vi) a register setting forth the full name and business address of the Member, the outstanding Membership Interests of the Company held by the Member, a copy of the Certificate of Interest evidencing the Membership Interests of the Company held by the Member and any pledge of such Membership Interests, and (vii) the books and records of the Company as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years.

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(e) The officers of the Company and other parties performing services on behalf of the Company shall be entitled to compensation based on the reasonable value of their services, subject to the discretion and approval of the Manager.

5.9. Resignation and Removal of Officers: Vacancies.

(a) Any officer may resign at any time by furnishing written notice to the Manager at the Company’s principal place of business. The resignation of any officer shall take effect upon receipt of such notice or at such later time as shall be specified in such notice. Unless otherwise specified in such notice, acceptance of the resignation of an officer by the Manager or the Member shall not be necessary to make it effective.

(b) The Manager may at any time remove and replace any officer with or without cause. Such removal or replacement will become effective upon delivery of the removal or replacement notice (which shall be in writing) to the affected officer.

(c) Either the Manager or the Member may fill any vacancy that occurs as a result of the death, disability, resignation or removal of any officer.

5.10. Records and Reports. At the expense of the Company, proper and complete records and books of account shall be kept or shall be caused to be kept by such person as the Manager designates, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the Company’s principal place of business (although copies may be kept at the principal place of business of the Member) and shall be open to the inspection and examination of the Member or its duly authorized agents during business hours.

ARTICLE VI

CAPITAL CONTRIBUTIONS; LOANS

6.1. Capital Contributions. Effective upon the “Effective Date” (as defined in the Contribution Agreement), the Member shall be deemed to have contributed to the Company the capital contribution set forth on the attached schedule. Such contribution shall constitute the initial Capital Contribution of the Member.

6.2. Additional Capital Contributions. In the event the Manager determines that additional funds are required to operate the Company in accordance with its applicable capital or operating plan, and such funds cannot be obtained through the cash generated from the operations of the Company’s business or borrowings on terms deemed acceptable to the Manager, the Manager shall request that the Member fund the Company with a loan or an additional contribution to capital. In the event the Member cannot or is unwilling to fund the shortfall, either by way of loans to the Company or additional capital contributions, the Manager shall promptly convene to reconsider the Company’s capital or operating plan for the applicable

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Fiscal Year. The Member shall not be required or obligated to make any additional capital contributions to the Company.

6.3. Loans By or To Member. The Member or the Manager may lend money to, borrow money from, act as a surety, guarantor or endorser for, and transact other business with, the Company on such terms and conditions as the Company and the Member or the Manager, as the case may be, shall agree. The Member shall not be permitted to make a loan upon the security of the Company’s property if, at the time said secured loan is made, the assets of the Company are not sufficient to discharge the Company’s debts and liabilities to Persons not claiming as Members.

6.4. Member’s Interest. The Membership Interests of the Company shall for all purposes be personal property. The Member shall have no interest in specific Company property.

ARTICLE VII

ALLOCATIONS AND DISTRIBUTIONS

7.1. Net Profit and Net Loss. For the purposes of this Operating Agreement, the terms “Net Profit” and “Net Loss” shall mean the Company’s taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company’s taxable net income or taxable net loss as required by Section 704(b) of the Code and the Treasury Regulations promulgated thereunder. All Net Profit and Net Loss shall be allocated entirely to the Member.

7.2. Distributions. The Company shall make distributions of Distributable Cash and property to the Member in such amounts and at such times as the Manager may determine, after proper allowance is made for any funds or reserves reasonably required for working capital needs and to timely discharge the Company’s fixed and contingent obligations, including any loans made to the Company by the Member or its Affiliates (it being the Member’s intention that such loans be repaid in full prior to any distributions being made to the Member on account of Membership Interests of the Company); provided, however, that the Company shall not make any distributions to the Member on account of its interest in the Company if such distributions would violate Section 18-607 of the Delaware Act, other applicable law or any contractual provision to which the Company is subject.

7.3. Withholding. To the extent required by applicable law, the Company shall withhold, and remit to the appropriate Governmental Authority, any taxes or other governmental charges imposed on the distributions (or allocations of taxable income or gain) made to the Member by the Company. The amount of withheld taxes or charges shall be considered a distribution to the Member subject to the withholding requirement, and its capital account balance shall be adjusted accordingly. The Member agrees to indemnify and hold harmless the Company from and against any tax or other withholding obligation (including any interest or penalties thereon) that may be imposed upon the Company as a result of the Member’s

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investment or participation in the Company. Such indemnity obligation shall survive the termination of the Member’s interest in the Company.

7.4. Fiscal Year. The fiscal accounting year of the Company shall be the Fiscal Year. The Member shall make all decisions and elections affecting the calculation and timing of the Company’s income or loss for any accounting period.

ARTICLE VIII

OTHER MATTERS

8.1. Limitation of Liability of Members and Manager. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company. Neither the Member nor the Manager shall be obligated or liable to the Company, any creditor of the Company or any other Person for any losses, debts, obligations or liabilities of the Company, solely by reason of being a shareholder of the Member, the Member or the Manager, as the case may be. Except as required by applicable law, the Member shall not be liable to the Company or the Manager, the creditors of the Company or any other person for the repayment of amounts received from the Company. The failure by the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Operating Agreement or the Delaware Act shall not be grounds for imposing personal liability on the Member or the Manager for debts, obligations or liabilities of the Company.

8.2. Indemnity of Members, Manager, Officers, Employees and Other Agents. The Company shall indemnify and hold harmless the Manager, officers, employees and other agents of the Company (each an “Indemnitee’) against any loss, claim, damage or expense, including reasonable attorneys’ fees and costs, arising out of any claim, demand, suit, or action related to the performance or nonperformance of any act concerning the business or the activities of the Company, unless such Indemnitee is guilty of fraud, deceit, gross misconduct or willful malfeasance in connection therewith. The Company may, to the full extent permitted by law, purchase and maintain insurance on behalf of any Indemnitee against any liability that may be asserted against him or her. Any expenses covered by the foregoing indemnification shall be paid by the Company in advance of the final disposition of such action, suit or proceeding; provided, however, that it appears reasonably likely that such person is or will be entitled to indemnification and, provided further, however, that the person seeking indemnification agrees to repay such amounts if it is ultimately determined that he or she is not entitled to be indemnified. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Company may be entitled under any agreement, vote of disinterested Managers or otherwise, both as to action in his or her official capacity and as to action in another capacity while serving as the Manager, officer, employee or other agent.

8.3. Conflicts of Interest. Neither this Operating Agreement, nor the existence of the Company, nor any activity undertaken pursuant hereto and in compliance herewith, shall prevent

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or restrict the personal investment or other business activities of the Member, the Manager or any officer apart from this Company, nor shall the Company, the Member or the Manager have any right, by virtue of this Operating Agreement or the existence or operation of the Company, to participate in, or to receive the benefits of any such activities. The Member, the Manager, and the officers may invest in or possess an interest in other business ventures, provided such business ventures do not compete with the business of the Company or its Affiliates. No Manager, Member or officer shall be required to present to the Company or to the Member any other investment or opportunity not connected with the business of the Company, notwithstanding the fact that such investment or opportunity may have arisen by virtue of such Manager’s, Member’s or officer’s participation in the Company. Without limiting the generality of the preceding sentence, subject to any contrary written agreement:

(a) The Member, the Manager or any officer, acting in such Member’s, Manager’s or officer’s individual capacity, may invest in securities, may become a member, manager, partner, officer, director and/or shareholder of any Person, and may counsel, advise or otherwise promote the best interests of any such Person, and may receive compensation and other benefits in connection with any of such activities, whether or not this Company has an interest, directly or indirectly, in such entity; and

(b) This Operating Agreement, or the Manager’s, the Member’s or any officer’s participation in the Company, shall not require any such Manager, Member or officer to permit the Company or any other Manager, Member or officer, to participate in any such activities, or require that such Manager, Member or officer pay over to the Company or any of the other Managers, Members or officers, any compensation, benefits or other amounts received by such Manager, Member or officer with respect to any such activity; provided, however, that, in each case, the Person or activity is not competitive with the business or activities of the Company or its Affiliates.

8.4. Interested Transactions. No contract or transaction between the Company, on the one hand, and the Member or its Manager or officers, on the other hand, or between the Company, on the one hand, and any other Person of which the Member or the Manager or officers are directors, or have a financial interest, on the other hand, shall be void or voidable solely for this reason, or solely because the Member, the Manager or officer is present at or participates in the meeting of the Manager or the committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose if the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed to the Member, and the contract or transaction is approved in good faith by the Member.

8.5. Certificates.

(a) All Membership Interests of the Company shall be evidenced by one or more certificates of limited liability company interest (a “Certificate of Interest”), and no equity interest may be obtained in the Company until the issuance by the Company of a Certificate of Interest or, in the case of a transfer of any Membership Interests of the Company, the surrender

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and cancellation of any Certificate of Interest and the issuance of a new Certificate of Interest in exchange therefor. The form of Certificate of Interest shall be determined by resolutions duly adopted by the Manager, and each Certificate of Interest shall be issued by the Company in conformity therewith. Certificates of Interest shall be numbered serially as they are issued and shall be signed on behalf of the Company by the Manager. Each certificate shall state the name of the Company, the fact that the Company is a limited liability company organized under the laws of the State of Delaware, the name of the person to whom the certificate is being issued, the date of issuance and the percentage of Membership Interests of the Company represented thereby. Each Certificate of Interest shall otherwise be in such form as may be determined by the Manager.

(b) If the Member claims that any Certificate of Interest is lost, stolen, or destroyed, it may make an affidavit or affirmation of that fact and request a new Certificate. Upon the giving of a satisfactory indemnity to the Company as reasonably required by the Manager, a new Certificate of Interest may be issued of the same tenor and representing the same percentage interest of Membership Interests of the Company as was represented by the Certificate alleged to be lost, stolen, or destroyed.

(c) The Member intends that a Certificate of Interest constitute a “certificated security” within the meaning of Article 8 of the Delaware Uniform Commercial Code, as amended from time to time.

(d) The Member understands that all Certificates of Interest evidencing Membership Interests of the Company shall bear one or more of the following legends (or substantially similar legends):

(i) “THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR AN EXEMPTION THEREFROM IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE “CERTIFICATED SECURITIES” WITHIN THE MEANING OF ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.”

(ii) Any legend required by applicable state securities or blue sky laws.

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ARTICLE IX

DISSOLUTION OF THE COMPANY

9.1. Dissolution. Notwithstanding any other provision of this Operating Agreement, the Company shall be dissolved and its affairs wound up in the manner and order provided for in Section 9.2 upon the first to occur of the following:

(a) The written consent of the Member to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

9.2. Distribution Upon Termination. Upon a dissolution and termination of the Company, the Manager or, if the Member in its sole discretion determines, any other Person selected by the Member to act as a liquidating trustee (the Manager, in such capacity, or such other Person being referred to herein as the “Liquidating Trustee”) shall collect and marshal the Company’s assets, sell such assets as such Liquidating Trustee shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all remaining assets of the Company in the following order of priority:

(a) First, in payment of debts and liabilities of the Company which are then due, including the satisfaction of the Company’s obligations to the Member to the extent then unpaid, and the expenses of liquidation;

(b) Second, in setting up of any reserves that the Liquidating Trustee may deem reasonably necessary, appropriate or desirable for any contingent, unfixed or unforeseen debts, liabilities or obligations of the Company (and, at the expiration of such period as the Liquidating Trustee shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidating Trustee shall distribute the remaining reserves in the manner hereinafter provided); and

(c) Third, to the Member.

9.3. Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidating Trustee, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member, if any, shall cease to be such, and the Liquidating Trustee shall execute, acknowledge and cause to be filed such appropriate documents evidencing the Company’s dissolution and winding up.

9.4. Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Member, a certificate of cancellation shall be executed in duplicate and verified by at least a majority of the Manager then in office, which

14

certificate shall set forth the information required by the Delaware Act. Duplicate originals of the certificate of cancellation shall be delivered to the Secretary of State of the State of Delaware.

9.5. Effect of Filing of Certificate of Cancellation. Upon the issuance of the certificate of cancellation, the existence of the Company shall cease. The Liquidating Trustee shall have the authority to distribute any Company property discovered after dissolution, convey real estate and take such other actions as may be necessary on behalf of and in the name of the Company.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1. Further Assurances. The Member agrees to execute and deliver to the Company, upon the request of the Company, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, governance, termination and dissolution of the Company in accordance with this Operating Agreement, and to amend, supplement and cancel the Company’s Certificate of Formation as required, in the judgment of the Manager, to carry out any of the foregoing.

10.2. Governing Law. This Operating Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, other than choice of law rules requiring the application of the laws of any other jurisdiction.

10.3. Amendments. This Operating Agreement may be amended only by a writing signed by the Member.

10.4. Successors and Assigns: Third Party Beneficiaries. This Operating Agreement shall be binding on and inure to the benefit of the respective successors and permitted assigns of the Member. Except as specifically set forth herein, this Operating Agreement is not intended to create any rights or remedies in favor of any Person who is not the Member or the Manager or in any way create any third party beneficiary rights or remedies.

10.5. Severability. If any term, provision, agreement or condition of this Operating Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Operating Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

10.6. Cumulative Remedies. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

10.7. Construction: Interpretation. The headings contained in this Operating Agreement are for reference purposes only and shall not affect in any way the meaning or

15

interpretation of this Operating Agreement. Any section, recital, exhibit, schedule and party references are to this Operating Agreement unless otherwise stated.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

16

IN WITNESS WHEREOF, the undersigned has caused this Operating Agreement to be executed on its behalf as of the first date written above.

MEMBER
FISHER MEDIA SERVICES COMPANY, a Washington corporation
By:	/s/ Kirk G. Anderson
	Kirk G. Anderson, President

17

EX-4.3

Exhibit 4.3

[Face of Note]

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

1

	CUSIP [________]
No.	**$________**

FISHER COMMUNICATIONS, INC.

8 ⁵/8% SENIOR NOTES DUE 2014

Issue Date:

Fisher Communications, Inc., a Washington corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($            ) on September 15, 2014.

Interest Payment Dates: March 15 and September 15, commencing March 15, 2005.

Record Dates: March 1 and September 1.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

[Attach Notation of Guarantee for each Guarantor]

2

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officer.

FISHER COMMUNICATIONS, INC.

By:

Name:

Title:

3

(Trustee’s Certificate of Authentication)

This is one of the 8 ⁵/8% Senior Notes due 2014 described in the within-mentioned Indenture.

Dated:

U.S. Bank National Association, as Trustee
By:
	Authorized Signatory

4

[Reverse Side of Note]

FISHER COMMUNICATIONS, INC.

8  ⁵/8% Senior Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in this Indenture referred to below unless otherwise indicated.

1. Interest. The Company promises to pay interest on the principal amount of this Note at 8  ⁵/8% per annum from the date hereof until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The Company shall pay interest and Liquidated Damages, if any, semi-annually in arrears on March 15 and September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be March 15, 2005. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect, to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. If a Holder of Notes has given wire transfer instructions to the Company, the Company shall pay all principal, interest and premium and Liquidated Damages, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without prior notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

5

4. Indenture. The Company issued the Notes under an Indenture dated as of September 20, 2004 (“Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder.

5. Optional Redemption. (a) Except as set forth in paragraph 5(b) below, the Company shall not have the option to redeem any Notes prior to September 15, 2009. On September 15, 2009 and thereafter, the Company shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on September 15, of the years indicated below:

Year	Percentage
2009	104.3125	%
2010	102.8750	%
2011	101.4375	%
2012 and thereafter	100.000	%

(b) Notwithstanding the foregoing, at any time prior to September 15, 2007, the Company may redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) at a redemption price of 108.625% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that (A) at least 65% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption, excluding Notes held by the Company or its Subsidiaries; and (B) the redemption must occur within 45 days of the date of the closing of such Public Equity Offering.

6. Mandatory Redemption. Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. Repurchase at Option of Holder.

(a) Repurchase Upon a Change of Control. If a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s Notes pursuant to an offer by the Company (a “Change of Control Offer”) at an offer price (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, up to, but not including, the Change of

6

Control Payment Date (as defined below). Within ten days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the “Change of Control Payment Date”) specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

(b) Repurchase with Proceeds from Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary that consummated the Asset Sale and received the Net Proceeds, as the case may be, may apply such Net Proceeds at its option: to permanently repay secured Indebtedness of the Company or the Guarantors and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; to purchase Replacement Assets or make expenditures in or that are used or useful in a Permitted Business; or make an Investment in the Company or a Restricted Subsidiary or to make a Permitted Investment as described under clause (3) of the definition of “Permitted Investment” in the Indenture. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages, if any, up to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

8. Denominations, Transfer, Exchange. The Notes are in registered form without interest coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note or portion of a Note selected for redemption. Also, the Company is not required to transfer or exchange any Note (1) for a period of 15 days before a selection of Notes to be redeemed or (2) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Transfer may be restricted as provided in the Indenture.

7

9. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and subject to certain exceptions, an existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to, among other things, cure any ambiguity, defect or inconsistency, or to make any change that does not adversely affect the legal rights under the Indenture of any such Holder.

11. Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Guarantor or any Significant Subsidiary of the Company (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, interest or Liquidated Damages) if it determines that withholding notice is in their interest. Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind and annul a declaration of acceleration pursuant to Section 6.02 of the Indenture, and its consequences if certain conditions are satisfied, and waive any related existing Default or Event of Default, except an Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes, if certain conditions are satisfied.

In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the

8

premium specified in subsection 3.07(b) of the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

12. Trustee Dealings with Company. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with, the Company or any of its Affiliates with the same rights it would have if it were not Trustee.

13. No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

15. Additional Rights of Holders of Global Notes. In addition to the rights provided to Holders under the Indenture, Holders of Global Notes shall have all the rights set forth in the Registration Rights Agreement dated as of September 20, 2004, between the Company, the Guarantors and the parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Global Notes shall have the rights set forth in one or more registration rights agreements, if any, between the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of Additional Notes (the “Registration Rights Agreement”).

16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee will use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

17. Guarantees. The Company’s obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

18. Copies of Documents. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

If to the Company and/or any Guarantor:

Fisher Communications, Inc.

100 4^th Avenue North

Seattle, Washington 98109

Facsimile: (206) 404-6765

Attention: Chief Executive Officer and Chief Financial Officer

With a copy to:

Graham & Dunn PC

Pier 70, 2801 Alaskan Way, Suite 300

Seattle, Washington 98121

Facsimile: (206) 340-9599

Attention: Mark A. Finkelstein, Esq.

and

Perkins Coie LLP

1201 Third Avenue, Suite 4800

Seattle, Washington 98101

Facsimile: (206) 359-3584

Attention: David F. McShea, Esq.

9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(INSERT ASSIGNEE’S LEGAL NAME)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:                             

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨ Section 4.10 ¨ Section 4.14

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:                                 

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

11

[To be inserted for Global Note]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of Decrease in
Principal Amount at
Maturity of this Global Note Amount of Increase in
Principal Amount at Maturity of this Global Note Principal Amount at
Maturity of this Global Note
Following such decrease (or increase) Signature of Authorized Officer of Trustee or Note Custodian

12

EX-5.1

Exhibit 5.1

[date]

Fisher Communications, Inc.

100 4^th Avenue N., Suite 510

Seattle, Washington 98109

Re: Exchange Offer Relating to 8 ⁵/8% Exchange Notes Due 2014

Ladies and Gentlemen:

We have acted as counsel to you and the additional registrants (the “Subsidiary Guarantors”) as listed in the Registration Statement (as defined below) in connection with certain proceedings related to the offer by Fisher Communications, Inc., a Washington corporation (the “Company”), and the Subsidiary Guarantors, to exchange the Company’s 8 ⁵/8% Senior Notes Due 2014 (the “Exchange Notes”) and the related guarantees (the “Exchange Guarantees”) of the Exchange Notes by the Subsidiary Guarantors, which are being registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-4 , as amended and supplemented (the “Registration Statement”), for an equal principal amount at maturity of the Company’s outstanding 8 ⁵/8% Senior Notes Due 2014 (the “Original Notes”) and the related guarantees of the Original Notes by the Subsidiary Guarantors. Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Registration Statement.

In the course of our representation as described above, we have examined, among other things, the Indenture dated as of September 20, 2004 (the “Indenture”), among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). We have also examined and relied on originals or photocopies, certified or otherwise identified to our satisfaction, of all such corporate books and records of the Company and the Subsidiary Guarantors and such other instruments, records, certificates or other documents as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others.

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that when:

A. (i) the Registration Statement has become effective under the Act and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (ii) the Exchange Notes have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for Original Notes pursuant to, and accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement, the Exchange Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and

B. (i) the Registration Statement has become effective under the Act and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (ii) the Exchange Guarantees have been executed in accordance with the Indenture and the Exchange Notes have been duly executed, authenticated and delivered in accordance with the provisions of the Indenture and issued in exchange for Original Notes pursuant to, and accordance with the terms of, the Exchange Offer as contemplated in the Registration Statement, the Exchange Guarantees will constitute legal, valid and binding obligations of the respective Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their terms;

Fisher Communications, Inc.

[date]

Page 2

except as such enforceability is subject to the effect of (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws relating to or affecting creditors’ rights generally (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) public policy limitations on rights to indemnification or contribution.

We are qualified to practice law in the State of Washington and the State of New York and do not express any opinions herein concerning any laws other than the laws in their current forms of the State of Washington, the State of New York, the Delaware General Corporation Law and applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such Delaware laws, and the federal laws of the United States of America, and we express no opinion with respect to the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

EX-8.1

Exhibit 8.1

[PERKINS COIE LETTERHEAD]

December 17, 2004

Fisher Communications, Inc.

100 4^th Avenue N., Suite 510

Seattle, WA 98109

Re: Exchange Offer Relating to 8 5/8% Senior Notes Due 2014

Ladies and Gentlemen:

We have acted as counsel to Fisher Communications, Inc., a Washington corporation (the “Company”), and the additional registrants (the “Subsidiary Guarantors”) as listed in the Registration Statement (as defined below), in connection with the offer to exchange up to $150,000,000 in aggregate principal amount of the Company’s 8 5/8% Senior Notes due 2014 (the “Exchange Notes”) and the related guarantees (the “Exchange Guarantees”) of the Exchange Notes by the Subsidiary Guarantors, the issuances of which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s outstanding 8 5/8% Senior Notes due 2014 (the “Original Notes”) and the related guarantees of the Original Notes by the Subsidiary Guarantors (the “Exchange Offer”). The terms of the Exchange Notes and the Exchange Guarantees are described in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act. Such Registration Statement (including Exhibits thereto), as amended or supplemented, is hereinafter referred to as the “Registration Statement.” The terms of the Exchange Offer, which are set forth in the Registration Statement, are incorporated herein by reference.

You have requested our opinion regarding the material United States federal income tax consequences of the Exchange Offer. In formulating our opinion, we have examined the Registration Statement and such certificates, records and other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination of such material, we have not conducted an independent investigation of any of the facts set forth in the Registration Statement, certificates, records or other documents. We also have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all copies of documents submitted to us.

Our opinion herein is based on, as of the date hereof, the applicable provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated or proposed thereunder, current positions of the Internal Revenue Service contained in published revenue rulings, revenue procedures and announcements, pertinent judicial authorities and other applicable authorities, all of which are subject to change either prospectively or retroactively. A change in any of the materials or authorities upon which our opinion is based could affect our conclusions stated herein.

Fisher Communications, Inc.

December 17, 2004

Page 2

Our opinion relates only to the federal income tax laws of the United States, and we express no opinion with respect to other federal laws or with respect to the laws of any other jurisdiction. Further, we express no opinion concerning any tax consequences except as expressly set forth in the Registration Statement under the heading “UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.”

Based upon the foregoing and subject to the qualifications set forth herein, we are of the opinion that under current United States federal income tax law, the discussion set forth in the Registration Statement under the heading “UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS,” to the extent it constitutes summaries of legal matters or legal conclusions, is a fair and accurate summary of the material United States federal income tax consequences relevant to the exchange of the Original Notes for Exchange Notes pursuant to the Exchange Offer.

This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law. Further, this opinion is based in part on the assumption that the facts and the representations set forth in the Registration Statement are accurate. In the event any one of the facts, representations or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. In addition, there can be no assurances that the Internal Revenue Service will not assert contrary positions.

We are furnishing this letter in our capacity as counsel to the Company, and this letter is solely for the benefit of the Company. This letter is not to be used, circulated, quoted in whole or in part or referred to or otherwise relied upon, nor is it to be filed with any governmental agency or given to any other person, without our prior written consent, except as set forth below.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ PERKINS COIE LLP

EX-12.1

Exhibit 12.1

Statement Regarding Compution of Ratio of Earnings to Fixed Charges

	Fiscal Year Ended December 31,															Nine months Ended September 30, 2004
	1999			2000			2001			2002			2003
	(dollars in thousands)
Earnings
Income (loss) from continuing operations before income taxes	$	26,070		$	54,829		$	(4,743	)	$	(14,069	)	$	(27,833	)	$	(25,490	)
Equity in operations of equity investee		(94	)		(121	)		(7	)		(93	)		(26	)		(77	)
Amortization of capitalized interest		192			318			435			518			604			547
Distributed income from equity investee		—			125			—			—			125			—
Interest capitalized		(2,270	)		(4,215	)		(1,816	)		(2,449	)		(2,006	)		—
		23,898			50,936			(6,131	)		(16,093	)		(29,136	)		(25,020	)
Fixed charges (1)
Interest expense, as defined		9,699			20,338			16,714			19,022			19,515			8,321
Interest portion of rent expense		347			419			645			570			568			575
	$	10,046		$	20,757		$	17,359		$	19,592		$	20,083		$	8,896
Earnings for ratio calculation (2)	$	33,944		$	71,693		$	11,228		$	3,499		$	(9,053	)	$	(16,124	)
Ratio of earnings to fixed charges (3)		3.4			3.5			N/A			N/A			N/A			N/A
Deficiency of earnings to fixed charges		N/A			N/A		$	(6,131	)	$	(16,093	)	$	(29,136	)	$	(25,020	)

⁽¹⁾ Fixed charges consist of interest expense (including interest expense relating to discontinued operations and capitalized interest) and that portion of rental expense the Company believes is representative of interest.

⁽²⁾ Earnings for ratio calculation consists of net income (loss) from continuing operations before income taxes and before equity in operations of equity investee, plus estimated amortization of capitalized interest and distributed income from equitee investee, less interest capitalized, plus fixed charges.

⁽³⁾ Due to the Company’s losses in the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2004, the ratio coverage was less than 1:1. The Company would have had to generate additional earnings of $6,131, $16,093, $29,136 and $25,020, respectively, to achieve a coverage of 1:1.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Fisher Communications, Inc. of our report dated March 11, 2004, except as to Note 12 which is as of August 31, 2004, and Note 15 which is as of September 15, 2004, which appears on Form 8-K filed with the Securities and Exchange Commission (SEC) on September 17, 2004. We also consent to the incorporation by reference of our report dated March 11, 2004 relating to the financial statement schedule, which appears on such Form 8-K. We also consent to the references to us under the headings “Experts” and “Selected Historical Consolidated Financial Data” in such Registration Statement.

/s/    PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Seattle, Washington

December 17, 2004

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Laurie A. Howard

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3912

(Name, address and telephone number of agent for service)

FISHER COMMUNICATIONS, INC.

(Issuer with respect to the Securities)

Washington	91-0222175
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
100 4th Avenue N., Suite 510 Seattle, Washington	98109
(Address of Principal Executive Offices)	(Zip Code)

8 5/8% Senior Notes Due 2014

(Title of the Indenture Securities)

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (EIN)	Primary Standard Industrial Classification Code Number (SIC)	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office
Fisher Broadcasting Company	Washington	91-0222050	5510	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Media Services Company	Washington	91-2122779	5310	140 4th Avenue N. Seattle, Washington 98109 (206) 404-8000
Fisher Mills Inc.	Washington	91-0870669	3110	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Pathways, Inc.	Washington	91-1160919	5135	140 4th Avenue N. Seattle, Washington 98109 (206) 404-4013
Fisher Properties, Inc.	Washington	91-0870215	5310	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Radio Regional Group Inc.	Washington	91-1671233	5131	1212 N. Washington, Suite 307 Spokane, Washington 99201 (509) 343-9500
Sam Wylde Flour Company, Inc.	Washington	91-0713378	3100	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Broadcasting – Seattle TV, L.L.C.	Delaware	91-2136495	5131	140 4th Avenue N. Seattle, Washington 98109 (206) 404-4000
Fisher Broadcasting – Portland Radio, L.L.C.	Delaware	91-2136496	5131	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Broadcasting – Seattle Radio, L.L.C.	Delaware	91-2136489	5131	140 4th Avenue N. Seattle, Washington 98109 (206) 404-4000
Fisher Broadcasting – Portland TV, L.L.C.	Delaware	91-2136493	5131	2153 N.E. Sandy Boulevard Portland, Oregon 97232 (503) 231-4222
Fisher Broadcasting – Oregon TV, L.L.C.	Delaware	91-2136490	5131	4575 Blanton Road Eugene, Oregon 97405 (541) 342-4961
Fisher Broadcasting – Washington TV, L.L.C.	Delaware	91-2136487	5131	2801 Terrace Heights Drive Yakima, Washington 98901 (509) 575-0029
Fisher Broadcasting – Idaho TV, L.L.C.	Delaware	91-2136488	5131	140 N. 16th Street Boise, Idaho 83702 (208) 472-2222
Fisher Broadcasting – S.E. Idaho TV, L.L.C.	Delaware	91-2136491	5131	1255 E. 17th Street Idaho Falls, Idaho 83404 (208) 522-5100

2

Exact Name of Registrant as Specified in Its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number (EIN)	Primary Standard Industrial Classification Code Number (SIC)	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office
Fisher Broadcasting – Georgia, L.L.C.	Delaware	91-1955733	5131	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Fisher Entertainment, L.L.C.	Delaware	75-2974784	5132	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000
Civia, Inc.	Delaware	30-0019189	51339	100 4th Avenue N., Suite 510 Seattle, Washington 98109 (206) 404-7000

3

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business.*

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

4. A copy of the existing bylaws of the Trustee.*

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of September 30, 2004, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-67188.

4

NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on this 16th day of December, 2004.

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Laurie A. Howard
			Laurie A. Howard
			Vice President
By:	/s/ Benjamin J. Krueger
	Benjamin J. Krueger
	Assistant Vice President

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 16, 2004

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Laurie A. Howard
			Laurie A. Howard
			Vice President
By:	/s/ Benjamin J. Krueger
	Benjamin J. Krueger
	Assistant Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2004

($000’s)

	9/30/2004
Assets
Cash and Due From Depository Institutions	$	6,973,101
Federal Reserve Stock		0
Securities		39,400,687
Federal Funds		2,842,037
Loans & Lease Financing Receivables		121,000,954
Fixed Assets		1,846,496
Intangible Assets		10,035,484
Other Assets		10,354,644
Total Assets	$	192,453,403
Liabilities
Deposits	$	122,247,349
Fed Funds		7,346,293
Treasury Demand Notes		0
Trading Liabilities		145,128
Other Borrowed Money		30,331,854
Acceptances		146,102
Subordinated Notes and Debentures		5,535,512
Other Liabilities		6,060,066
Total Liabilities	$	171,812,304
Equity
Minority Interest in Subsidiaries	$	1,013,889
Common and Preferred Stock		18,200
Surplus		11,792,288
Undivided Profits		7,816,722
Total Equity Capital	$	19,627,210
Total Liabilities and Equity Capital	$	192,453,403

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association
By:	/s/ Laurie A. Howard
	Vice President
Date: December 16, 2004

7

EX-99.1

Exhibit 99.1

FISHER COMMUNICATIONS, INC.

LETTER OF TRANSMITTAL

FOR TENDER OF ALL OUTSTANDING

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

IN EXCHANGE FOR

REGISTERED

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

Deliver to the Exchange Agent:

U.S. Bank National Association, as Exchange Agent

By Mail (Registered or Certified Mail Recommended), Overnight Courier or Hand:	By Facsimile Transmission (for Eligible Institutions Only):	Confirm by Telephone:
U.S. Bank National Association	(651) 495-8158 (MN)	(800) 934-6802 (MN)
60 Livingston Avenue
St.Paul, Minnesota 55107
Attn: Specialized Finance

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AS WELL AS THE PROSPECTUS SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.

The undersigned hereby acknowledges receipt and review of the prospectus dated                     , 2005 of Fisher Communications, Inc. (the “Company”) and this letter of transmittal. These two documents together constitute the Company’s offer to exchange up to $150,000,000 in aggregate principal amount of its 8 ⁵/8% Senior Notes due 2014 and the associated guarantees (together, the “Exchange Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its outstanding 8 ⁵/8% Senior Notes due 2014 and the associated guarantees (together, the “Original Notes”) (the “Exchange Offer”).

The Company reserves the right, at any time or from time to time, to extend the period of time during which the Exchange Offer for the Original Notes is open, at its discretion, in which event the term “Expiration Date” shall mean the latest date to which such Exchange Offer is extended. The Company shall notify U.S. Bank National Association (the “Exchange Agent”) of any extension by oral or written notice and shall make a public announcement thereof no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This letter of transmittal is to be used by a holder of Original Notes (i) if certificates of Original Notes are to be forwarded herewith or (ii) if delivery of Original Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the captions “The Exchange Offer” and “Book-Entry; Delivery and Form” and an

“agent’s message” is not delivered as described in the prospectus under the caption “The Exchange Offer—Tendering Through DTC’s Automated Tender Offer Program.” Tenders by book-entry transfer may also be made by delivering an agent’s message in lieu of this letter of transmittal. Holders of Original Notes whose Original Notes are not immediately available, or who are unable to deliver their Original Notes, this letter of transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date for the Exchange Offer, or who are unable to complete the procedure for book-entry transfer on a timely basis, must tender their Original Notes according to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures.” See Instruction 2.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The term “holder” with respect to the Exchange Offer for Original Notes means any person in whose name such Original Notes are registered on the books of the Company, any person who holds such Original Notes and has obtained a properly completed bond power from the registered holder or any participant in the DTC system whose name appears on a security position listing as the holder of such Original Notes and who desires to deliver such Original Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to such Exchange Offer. Holders who wish to tender their Original Notes must complete this letter of transmittal in its entirety (unless such Original Notes are to be tendered by book-entry transfer and an agent’s message is delivered in lieu hereof).

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

2

List below the Original Notes to which this letter of transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this letter of transmittal.

DESCRIPTION OF ORIGINAL NOTES TENDERED
Name(s) and Address(es) of Registered Holder(s) Exactly as Name(s) Appear(s) on Original Notes (Please Fill In)	Registered Number(s)*	Aggregate Principal Amount of Represented by Note(s)	Principal Amount Tendered**
	Total

* Need not be completed by book-entry holders.

** Unless otherwise indicated, any tendering holder of Original Notes will be deemed to have tendered the entire aggregate principal amount represented by such Original Notes. All tenders must be in integral multiples of $1,000.

¨ CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

¨ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Tendering Institution:                                                                                                                                                                

DTC Account Number(s):                                                                                                                                                                           

Transaction Code Number(s):                                                                                                                                                                   

¨ CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered holder(s) of Original Notes:                                                                                                                         

Date of Execution of Notice of Guaranteed Delivery:                                                                                                                      

Window Ticket Number (if available):                                                                                                                                                  

Name of Eligible Institution that Guaranteed Delivery:                                                                                                                   

DTC Account Number(s) (if delivered by book-entry transfer):                                                                                                   

Transaction Code Number(s) (if delivered by book-entry transfer):                                                                                            

Name of Tendering Institution (if delivered by book-entry transfer):                                                                                         

3

¨ CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name: 

Address: 

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

4

SIGNATURES MUST BE PROVIDED BELOW; PLEASE READ THE ACCOMPANYING

INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the principal amount of Original Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Original Notes tendered in accordance with this letter of transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Company in connection with the Exchange Offer) with respect to the tendered Original Notes with full power of substitution to (i) deliver such Original Notes, or transfer ownership of such Original Notes on the account books maintained by the DTC, to the Company and deliver all accompanying evidences of transfer and authenticity, and (ii) present such Original Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Original Notes tendered hereby and to acquire the Exchange Notes issuable upon the exchange of such tendered Original Notes, and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange by the Company.

The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretations set forth in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc. (available June 5, 1991) and similar no-action letters (the “Prior No-Action Letters”), that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, PROVIDED that such Exchange Notes are acquired in the ordinary course of such holders’ business and such holders are not engaging in, do not intend to engage in and have no arrangement or understanding with any person to participate in a distribution of such Exchange Notes. The SEC has not, however, considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances.

The undersigned hereby further represents to the Company that (i) any Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Exchange Notes, whether or not the undersigned, (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Original Notes or the Exchange Notes within the meaning of the Securities Act and (iii) neither the holder nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the

5

Securities Act. The undersigned acknowledges that if the undersigned is tendering Original Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes (i) the undersigned cannot rely on the position of the staff of the SEC set forth in the Prior No-Action Letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure to comply with such requirements in such instance could result in the undersigned incurring liability under the Securities Act for which the undersigned is not indemnified by the Company.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Notes tendered hereby, including the transfer of such Original Notes on the account books maintained by the DTC.

For purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Original Notes when, as and if the Company gives oral or written notice thereof to the Exchange Agent. Any tendered Original Notes that are not accepted for exchange pursuant to such Exchange Offer for any reason will be returned, without expense, to the undersigned as promptly as practicable after the Expiration Date for such Exchange Offer.

All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this letter of transmittal shall be binding upon the undersigned’s successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives.

The undersigned acknowledges that the Company’s acceptance of properly tendered Original Notes pursuant to the procedures described under the caption “The Exchange Offer—Procedures for Tendering” in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

The Exchange Offer is subject to certain conditions set forth in the prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), the Company may not be required to exchange any of the Original Notes tendered hereby.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the Exchange Notes issued in exchange for the Original Notes accepted for exchange, and return any Original Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in the case of a book-entry delivery of Original Notes, please credit the account indicated above maintained at the DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail or deliver the Exchange Notes issued in exchange for the Original Notes accepted for exchange and any Original Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature(s). In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the Exchange Notes issued in exchange for the Original Notes accepted for exchange in the name(s) of, and return any Original Notes not tendered or not exchanged to, the person(s) (or account(s)) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Original Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Original Notes so tendered for exchange.

6

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 5 and 6)

To be completed ONLY (i) if Original Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Original Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) if Original Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at the DTC other than the DTC Account Number set forth above. Issue Exchange Notes and/or Original Notes to:

Name:                                                                                        

(Please Type or Print)

Address:                                                                                   

(Include Zip Code)

(Tax Identification or Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 5 and 6)

To be completed ONLY if Original Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Original Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned’s signature. Mail or deliver Exchange Notes and/or Original Notes to:

Name:                                                                                          

(Please Type or Print)

Address:                                                                                      

(Include Zip Code)

(Tax Identification or Social Security Number)

¨ Credit unexchanged Original Notes delivered by book-entry transfer to the DTC account se forth below.

DTC Account Number:                                                         

BROKER-DEALER STATUS

To be completed ONLY if the Beneficial Owner is a participating Broker-Dealer who holds securities acquired as a result of market-making or other trading activities and wishes to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto for use in connection with resales of new securities received in exchange for such securities:

Name:                                                                                                                                                                                                            

Address:                                                                                                                                                                                                       

(Including Zip Code)

Area Code and Telephone Number of Contact Person:                                                                                                               

(Tax Identification or Social Security Number)

7

IMPORTANT

PLEASE SIGN HERE WHETHER OR NOT ORIGINAL NOTES

ARE BEING PHYSICALLY TENDERED HEREBY

(Complete Accompanying Substitute Form W-9 Below)

^                                                                                                                                                                 

^                                                                                                                                                                 

(Signature(s) of Registered Holder(s) of Original Notes)

Dated                     , 2005

(The above lines must be signed by the registered holder(s) of Original Notes as your name(s) appear(s) on the Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this letter of transmittal. If Original Notes to which this letter of transmittal relate are held of record by two or more joint holders, then all such holders must sign this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (i) set forth his or her full title below and (ii) unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 5 regarding the completion of this letter of transmittal, printed below.)

Name(s):                                                                                                                                                                                                      

(Please Type or Print)

Capacity:                                                                                                                                                                                                      

Address:                                                                                                                                                                                                       

(Including Zip Code)

Area Code and Telephone Number:                                                                                                                                                   

(Tax Identification or Social Security Number)

8

MEDALLION SIGNATURE GUARANTEE (If Required by Instruction 5) Certain signatures must be guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:
	(Authorized Signature)
(Title) (Name of Firm) (Address, Include Zip Code) (Area code and Telephone Number) Dated                     , 2005

9

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES OR AGENT’S MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Original Notes or any confirmation of a book-entry transfer to the Exchange Agent’s account at the DTC of Original Notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as a properly completed and duly executed copy of this letter of transmittal or facsimile hereof (or an agent’s message in lieu hereof), and any other documents required by this letter of transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the ultimate Expiration Date for the Exchange Offer, or the tendering holder must comply with the guaranteed delivery procedures set forth below. THE METHOD OF DELIVERY OF THE TENDERED ORIGINAL NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER AND, EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY.

2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their Original Notes and (a) whose Original Notes are not immediately available, (b) who cannot deliver their Original Notes, this letter of transmittal or any other documents required hereby to the Exchange Agent prior to the applicable Expiration Date or (c) who are unable to comply with the applicable procedures under the DTC’s Automated Tender Offer Program on a timely basis, must tender their Original Notes according to the guaranteed delivery procedures set forth in the prospectus. Pursuant to such procedures: (i) such tender must be made by or through a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or a trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act (an “Eligible Institution”); (ii) prior to the applicable Expiration Date, the Exchange Agent must have received from the Eligible Institution a properly completed and duly executed notice of guaranteed delivery (by facsimile transmission, mail or hand delivery) or a properly transmitted agent’s message and notice of guaranteed delivery setting forth the name and address of the holder of the Original Notes, the registration number(s) of such Original Notes and the total principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after such Expiration Date, this letter of transmittal (or facsimile hereof or an agent’s message in lieu hereof) together with the Original Notes in proper form for transfer (or a Book-Entry Confirmation) and any other documents required hereby, will be deposited by the Eligible Institution with the Exchange Agent; and (iii) this letter of transmittal (or facsimile hereof or an agent’s message in lieu hereof) together with the certificates for all physically tendered Original Notes in proper form for transfer (or Book-Entry Confirmation, as the case may be) and all other documents required hereby are received by the Exchange Agent within three New York Stock Exchange trading days after such Expiration Date.

Any holder of Original Notes who wishes to tender Original Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the notice of guaranteed delivery prior to 5:00 p.m., New York City time, on the applicable Expiration Date. Upon request of the Exchange Agent, a notice of guaranteed delivery will be sent to holders who wish to tender their Original Notes according to the guaranteed delivery procedures set forth above.

See “The Exchange Offer—Guaranteed Delivery Procedures” section of the prospectus.

3. TENDER BY HOLDER. Only a holder of Original Notes may tender such Original Notes in the Exchange Offer. Any beneficial holder of Original Notes who is not the registered holder and who wishes to

10

tender should arrange with the registered holder to execute and deliver this letter of transmittal on his behalf or must, prior to completing and executing this letter of transmittal and delivering his Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such holder’s name or obtain a properly completed bond power from the registered holder.

4. PARTIAL TENDERS. Tenders of Original Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any Original Notes is tendered, the tendering holder should fill in the principal amount tendered in the fourth column of the box entitled “Description of Original Notes Tendered” above. The entire principal amount of Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Original Notes is not tendered, then Original Notes for the principal amount of Original Notes not tendered and Exchange Notes issued in exchange for any Original Notes accepted will be returned to the holder as promptly as practicable after the Original Notes are accepted for exchange.

5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; MEDALLION GUARANTEE OF SIGNATURES. If this letter of transmittal (or facsimile hereof) is signed by the record holder(s) of the Original Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Original Notes without alteration, enlargement or any change whatsoever. If this letter of transmittal (or facsimile hereof) is signed by a participant in the DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Original Notes.

If this letter of transmittal (or facsimile hereof) is signed by the registered holder(s) of Original Notes listed and tendered hereby and the Exchange Notes issued in exchange therefor are to be issued (or any untendered principal amount of Original Notes is to be reissued) to the registered holder(s), the said holder(s) need not and should not endorse any tendered Original Notes, nor provide a separate bond power. In any other case, such holder(s) must either properly endorse the Original Notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

If this letter of transmittal (or facsimile hereof) or any Original Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority to act must be submitted with this letter of transmittal.

NO SIGNATURE GUARANTEE IS REQUIRED IF (i) THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE ORIGINAL NOTES TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE TENDERED ORIGINAL NOTES) AND THE EXCHANGE NOTES ARE TO BE ISSUED DIRECTLY TO SUCH REGISTERED HOLDER(S) (OR, IF SIGNED BY A PARTICIPANT IN THE DTC, DEPOSITED TO SUCH PARTICIPANT’S ACCOUNT AT THE DTC) AND NEITHER THE BOX ENTITLED “SPECIAL DELIVERY INSTRUCTIONS” NOR THE BOX ENTITLED “SPECIAL REGISTRATION INSTRUCTIONS” HAS BEEN COMPLETED, OR (ii) SUCH ORIGINAL NOTES ARE TENDERED FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES ON THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should indicate, in the applicable box or boxes, the name and address to which Exchange Notes or substitute Original Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this letter of transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account

11

maintained at the DTC as such noteholder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address (or account number) of the person signing this letter of transmittal.

7. TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the exchange of Original Notes pursuant to the Exchange Offer. If, however, Exchange Notes or Original Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of Original Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder and the Exchange Agent will retain possession of an amount of Exchange Notes with a face amount at least equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Exchange Agent of the amount of such taxes.

8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a holder of any Original Notes or Exchange Notes must provide the Company (as payor) with its correct taxpayer identification number (“TIN”), which, in the case of a holder who is an individual, is his or her social security number. If the Company is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service and backup withholding of 28% on interest payments on the Exchange Notes.

To prevent backup withholding, each tendering holder must provide such holder’s correct TIN by completing the Substitute Form W-9 set forth herein, certifying that the holder is a U.S. person (including a U.S. alien), that the TIN provided is correct (or that such holder is awaiting a TIN), and that (i) the holder has not been notified by the Internal Revenue Service that such holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the Exchange Notes will be registered in more than one name or will not be in the name of the actual owner, consult the instructions on Internal Revenue Service Form W-9, which may be obtained from the Exchange Agent, for information on which TIN to report.

If a tendering holder does not have a TIN, that holder should consult the instructions on Form W-9 concerning applying for a TIN, check the box in Part III of the Substitute Form W-9, write “applied for” in lieu of its TIN and sign and date the form and the Certificate of Awaiting Taxpayer Identification Number. Checking this box, writing “applied for” on the form and signing such certificate means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If the holder does not provide its TIN to the Company within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the Company.

Certain foreign individuals and entities will not be subject to backup withholding or information reporting if they submit a Form W-8BEN (or such other Form W-8, as applicable) signed under penalties of perjury, attesting to, among other things, their foreign status. An appropriate Form W-8 can be obtained from the Exchange Agent.

The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company’s obligations regarding backup withholding.

9. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered Original Notes will be determined by the Company in its sole discretion, which determination will be final and binding. The Company reserves the absolute right to reject any and all Original Notes not properly tendered or any Original Notes the Company’s acceptance of which might, in the opinion of the Company’s counsel, be unlawful. The Company’s interpretation of the terms and conditions of the Exchange

12

Offer (including this letter of transmittal and the instructions hereto) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes nor shall any of them incur any liability for failure to give such notification.

10. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive, in whole or part, any of the conditions to the Exchange Offer set forth in the prospectus.

11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or contingent tender of Original Notes will be accepted.

12. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES. Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, stolen or destroyed Original Notes have been followed.

13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or for additional copies of the prospectus or this letter of transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this letter of transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

14. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.”

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF OR AN AGENT’S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE ORIGINAL NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON

SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social Security numbers (“SSN”) have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers (“EIN”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For This Type of Account:		Give the name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a.      The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b.      So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
For this type of account:		Give the name and EIN of:
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district or prison) that receives agricultural program payments	The public entity

(1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) You must show your individual name, but you may also enter your business or “doing-business-as” name. You may use either your SSN or EIN (if you have one).

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

14

Guidelines for Certification of Taxpayer Identification Number on Substitution Form W-9

Obtaining a Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

Payees specifically exempted from backup withholding on ALL payments include the following:

• A corporation.

• A financial institution.

• An organization exempt from tax under section 501(a), or an individual retirement plan.

• The United States or any agency or instrumentality thereof.

• A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.

• A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

• An international organization or any agency, or instrumentality thereof.

• A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.

• A real estate investment trust.

• A common trust fund operated by a bank under section 584(a).

• An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).

• An entity registered at all times under the Investment Company Act of 1940.

• A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnership not engaged in a trade or business in the U.S. and which have at least one nonresident partner.

• Payments of patronage dividends where the amount received is not paid in money.

• Payments made by certain foreign organizations.

• Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the following:

• Payments of interest on obligations issued by individuals.

NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

• Payments of tax-exempt interest (including exempt-interest dividends under section 852).

• Payments described in section 6049(b)(5) to nonresident aliens.

15

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE “EXEMPT” ON THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6045, and 6050A.

PRIVACY ACT NOTICE.—Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE

16

SUBSTITUTE FORM W-9

To Be Completed by All Tendering Noteholders

(See Instruction 5)

Sign this Substitute Form W-9 in Addition to the Signature(s) Required Above

PAYER’S NAME: FISHER COMMUNICATIONS, INC.

Name:
Address:
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (TIN)	Part I – Please provide your Taxpayer Identification Number in the box to the right and certify by signing and dating below.
		Social Security Number
		Employer Identification Number
	Part II – Certification. Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. person (including a U.S. resident alien). Part III – Awaiting TIN    ¨ Part IV – Exempt    ¨
Certification Instructions. You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 4 above.
Signature:                                                                                              Date:
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART III OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalty of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the Paying Agent, 28% of all reportable payments made to me will be withheld, but will be refunded if I provide a certified taxpayer identification number within 60 days.
Signature:                                                                                              Date:

NOTE: IF YOU ARE A U.S. SHAREHOLDER, FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. FOR ADDITIONAL DETAILS, PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9.

17

EX-99.2

Exhibit 99.2

FISHER COMMUNICATIONS, INC.

NOTICE OF GUARANTEED DELIVERY

FOR TENDER OF ALL OUTSTANDING

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

IN EXCHANGE FOR

REGISTERED

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

Registered holders of $150,000,000 8 ⁵/8% Senior Notes due 2014 (the “Original Notes”) must use this form, or one substantially equivalent hereto, to accept the Exchange Offer of Fisher Communications, Inc. (the “Company”) and to tender to the Exchange Agent pursuant to the guaranteed delivery procedures described in “The Exchange Offer—Guaranteed Delivery Procedures” of the Company’s prospectus dated                     , 2005 and in Instruction 2 to the related letter of transmittal, if (i) certificates for the Original Notes are not immediately available or (ii) time will not permit the letter of transmittal or other required documents to reach the Exchange Agent (as defined below), or comply with applicable procedures under DTC’s automated tender offer program on or prior to the Expiration Date (as defined below) of the Exchange Offer. Any holder who wishes to tender Original Notes pursuant to such guaranteed delivery procedures must ensure that U.S. Bank National Association, as exchange agent (the “Exchange Agent”), receives this notice of guaranteed delivery, properly completed and duly executed, prior to the Expiration Date of the Exchange Offer. Capitalized terms used but not defined herein have the meanings ascribed to them in the letter of transmittal.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Mail (Registered or Certified Mail Recommended), Overnight Courier or Hand:	By Facsimile Transmission (for Eligible Institutions Only):	Confirm by Telephone:
U.S. Bank National Association	(651) 495-8158 (MN)	(800) 934-6802 (MN)
60 Livingston Avenue
St.Paul, Minnesota 55107
Attn: Specialized Finance

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE THE NOTICE OF GUARANTEED DELIVERY IS COMPLETED.

This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on a letter of transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space in the box provided on the letter of transmittal for guarantee of signatures.

Ladies and Gentlemen:

The undersigned hereby tenders to the Company, in accordance with the Company’s offer, upon the terms and subject to the conditions set forth in the prospectus and the related letter of transmittal, receipt of which is hereby acknowledged, the principal amount of Original Notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Guaranteed Delivery Procedures” and in Instruction 2 of the letter of transmittal.

The undersigned hereby tenders the Original Notes listed below:

Certificate Number(s) (if known)
of Original Notes or
Account Number at the DTC Aggregate Principal Amount
Represented Aggregate Principal Amount
Tendered*

PLEASE SIGN AND COMPLETE

Names of Record Holder(s):		Signature(s):
Address:
	(Include Zip Code)
Area Code and Telephone Number:

Dated:                                              , 2005

* Unless otherwise indicated, any tendering holder of the Original Notes will be deemed to have tendered the entire aggregate principal amount represented by such Original Notes. All tenders must be in integral multiples of $1,000.

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THIS NOTICE OF GUARANTEED DELIVERY MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF ORIGINAL NOTES EXACTLY AS THE NAME(S) OF SUCH PERSONS(S) APPEAR(S) ON CERTIFICATES FOR ORIGINAL NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF ORIGINAL NOTES, OR BY PERSON(S) AUTHORIZED TO BECOME HOLDER(S) BY ENDORSEMENT AND DOCUMENTS TRANSMITTED WITH THIS NOTICE OF GUARANTEED DELIVERY. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST PROVIDE THE FOLLOWING INFORMATION:

PLEASE PRINT NAME(S) AND ADDRESS(ES)

Name(s):  

Capacity:  

Address(es):  

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or a trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17(A)(d)-15 under the Securities Exchange Act of 1934, hereby guarantees deposit with the Exchange Agent of the letter of transmittal (or facsimile thereof or agent’s message in lieu thereof), together with the Original Notes of the series tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Original Notes into the Exchange Agent’s account at the DTC described in the prospectus under the captions “The Exchange Offer” and “Book-Entry; Delivery and Form” and in the letter of transmittal) and any other required documents, all by 5:00 p.m., New York City time, within three New York Stock Exchange trading days following the Expiration Date.

Name of Firm:
	(Authorized Signature)

Address:		Name:
		Title:
	(Include Zip Code)		(Please Type or Print)
Area Code and Telephone Number:
		Dated:	,  2005

DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ACTUAL SURRENDER OF ORIGINAL NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.

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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed and duly executed copy of this notice of guaranteed delivery (or facsimile hereof or an agent’s message and notice of guaranteed delivery in lieu hereof) and any other documents required by this notice of guaranteed delivery with respect to the Original Notes must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date of the Exchange Offer. Delivery of such notice of guaranteed delivery may be made by facsimile transmission, mail or hand delivery. THE METHOD OF DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the letter of transmittal.

2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this notice of guaranteed delivery (or facsimile hereof) is signed by the registered holder(s) of the Original Notes referred to herein, the signature(s) must correspond exactly with the name(s) as written on the face of the Original Notes without alteration, enlargement or any change whatsoever. If this notice of guaranteed delivery (or facsimile hereof) is signed by a participant in the DTC whose name appears on a security position listing as the owner of the Original Notes, the signature must correspond with the name as it appears on the security position listing as the owner of the Original Notes.

If this notice of guaranteed delivery (or facsimile hereof) is signed by a person other than the registered holder(s) of any Original Notes listed or a participant of the DTC, this notice of guaranteed delivery must be accompanied by appropriate bond powers, signed as the name(s) of the registered holder(s) appear(s) on the Original Notes or signed as the name(s) of the participant appears on the DTC’s security position listing.

If this notice of guaranteed delivery (or facsimile hereof) is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit herewith evidence satisfactory to the Exchange Agent of such person’s authority to so act.

3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance and requests for additional copies of the prospectus and this notice of guaranteed delivery may be directed to the Exchange Agent at the address set forth on the cover page hereof. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

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EX-99.3

Exhibit 99.3

FISHER COMMUNICATIONS, INC.

LETTER TO DEPOSITORY TRUST COMPANY PARTICIPANTS

FOR TENDER OF ALL OUTSTANDING

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

IN EXCHANGE FOR

REGISTERED

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Depository Trust Company Participants:

We are enclosing a prospectus dated                     , 2005 of Fisher Communications, Inc. (the “Company”) and the related letter of transmittal. These two documents constitute the Company’s offer to exchange its $150,000,000 8 ⁵/8% Senior Notes due 2014 and the associated guarantees (together, the “Exchange Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding $150,000,000 8 ⁵/8% Senior Notes due 2014 and the associated guarantees (together, the “Original Notes”) (the “Exchange Offer”). Additionally, we have included a notice of guaranteed delivery and a letter that may be sent to your clients for whose account you hold Original Notes in your name or in the name of your nominee, with space provided for obtaining such client’s instruction with regard to the Exchange Offer.

We urge you to contact your clients promptly. Please note that the Exchange Offer will expire on the Expiration Date unless extended.

The Exchange Offer for Original Notes is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered for exchange.

Pursuant to the letter of transmittal, each holder of Original Notes will represent to the Company that (i) any Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Exchange Notes, (ii) such person does not have an arrangement or understanding with any person to participate in the distribution of the Original Notes or the Exchange Notes within the meaning of the Securities Act and (iii) such person is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. In addition, each holder of Original Notes will represent to the Company that (i) if such person is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (ii) if such person is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, it will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The enclosed Letter to Clients contains an authorization by the beneficial owners of the Original Notes for you to make the foregoing representations.

The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Original Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Original Notes to it, except as otherwise provided in Instruction 7 of the enclosed letter of transmittal.

Additional copies of the enclosed material may be obtained from the undersigned.

Very truly yours,

U.S. BANK NATIONAL ASSOCIATION

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EX-99.4

Exhibit 99.4

FISHER COMMUNICATIONS, INC.

LETTER TO CLIENTS

FOR TENDER OF ALL OUTSTANDING

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

IN EXCHANGE FOR

REGISTERED

$150,000,000 8 ⁵/8% SENIOR NOTES DUE 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                     , 2005, UNLESS EXTENDED (THE “EXPIRATION DATE”). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Our Clients:

We are enclosing a prospectus dated                     , 2005 of Fisher Communications, Inc. (the “Company”) and the related letter of transmittal. These two documents constitute the Company’s offer to exchange its $150,000,000 8 ⁵/8% Senior Notes due 2014 and the associated guarantees (together, the “Exchange Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding $150,000,000 8 ⁵/8% Senior Notes due 2014 and the associated guarantees (the “Original Notes”) (together, the “Exchange Offer”).

The Exchange Offer for Original Notes is not conditioned upon any minimum aggregate principal amount of Original Notes being tendered for exchange.

We are the holder of record of Original Notes held by us for your own account. A tender of such Original Notes can be made only by us as the record holder and pursuant to your instructions. The accompanying letter of transmittal is furnished to you for your information only and cannot be used by you to tender Original Notes held by us for your account.

We request instructions as to whether you wish to tender any or all of the Original Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the letter of transmittal.

Pursuant to the letter of transmittal, each holder of Original Notes will represent to the Company that (i) any Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Exchange Notes, (ii) such person does not have an arrangement or understanding with any person to participate in the distribution of the Original Notes or the Exchange Notes within the meaning of the Securities Act and (iii) such person is not an “affiliate,” as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. In addition, each holder of Original Notes will represent to the Company that (i) if such person is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (ii) if such person is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, it will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,

PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE APPLICABLE EXPIRATION DATE.

INSTRUCTION TO REGISTERED HOLDER AND/OR

BOOK-ENTRY TRANSFER FACILITY PARTICIPANT

To Registered Holder and/or Participant of the DTC:

The undersigned hereby acknowledges receipt and review of the prospectus dated                     , 2005 of Fisher Communications, Inc. (the “Company”) and the related letter of transmittal. These two documents together constitute the Company’s offer to exchange its $150,000,000 8 ⁵/8% Senior Notes due 2014 (the “Exchange Notes”), the issuance of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding $150,000,000 8 ⁵/8% Senior Notes due 2014 (the “Original Notes”) (the “Exchange Offer”).

This will instruct you, the registered holder and/or DTC participant, as to the action to be taken by you relating to the Exchange Offer for the Original Notes held by you for the account of the undersigned.

The aggregate principal amount of the Original Notes held by you for the account of the undersigned is:

Title of Series	Principal Amount (FILL IN AMOUNT)
8 5/8% Senior Notes due 2014	$

WITH RESPECT TO THE EXCHANGE OFFER, THE UNDERSIGNED HEREBY INSTRUCTS YOU (CHECK APPROPRIATE BOX):

¨ TO TENDER ALL ORIGINAL NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

¨ TO TENDER THE FOLLOWING AMOUNT OF ORIGINAL NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED:

Title of Series	Principal Amount (FILL IN AMOUNT)
8 5/8% Senior Notes due 2014	$

¨ NOT TO TENDER ANY ORIGINAL NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

IF NO BOX IS CHECKED, A SIGNED AND RETURNED INSTRUCTION TO BOOK-ENTRY TRANSFER PARTICIPANT WILL BE DEEMED TO INSTRUCT YOU TO TENDER ALL ORIGINAL NOTES HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED.

If the undersigned instructs you to tender the Original Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including, but not limited to, the representations that (i) any Exchange Notes received are being acquired in the ordinary course of business of the undersigned; (ii) the undersigned does not have an arrangement or understanding with any person to participate in the distribution of the Original Notes or the Exchange Notes within the meaning of the Securities Act; (iii) the undersigned is not an

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“affiliate,” as defined in Rule 405 under the Securities Act, of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; (iv) if the undersigned is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes that were acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

SIGN HERE

Name of beneficial owner(s):                                                                                                                                                                     

Signature(s):                                                                                                                                                                                                    

Name(s) (please print):                                                                                                                                                                                 

Address:                                                                                                                                                                                                             

Telephone Number:                                                                                                                                                                                       

Taxpayer Identification or Social Security Number:                                                                                                                        

Date:                                                                                                                                                                                                                    

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