Sample Business Contracts


Purchase Agreement - Sinclair Communications INc. and STC Broadcasting Inc.

Asset Purchase Forms


                               PURCHASE AGREEMENT


         THIS PURCHASE  AGREEMENT (this  "AGREEMENT") is entered into as of this
16th day of  March,  1999,  by and  between  SINCLAIR  COMMUNICATIONS,  INC.,  a
Maryland  corporation (the "COMPANY"),  and STC  BROADCASTING,  INC., a Delaware
corporation ("PURCHASER").

         WHEREAS, the Company and Guy Gannett Communications ("GANNETT") entered
into that certain  Purchase  Agreement  dated  September 4, 1998,  as amended on
March 16, 1999 (the "GANNETT PURCHASE AGREEMENT"), pursuant to which the Company
agreed to purchase  substantially  all of the assets of the  Gannett  Television
Stations,   including  television   broadcast  stations  WICS-TV,   Channel  20,
Springfield,  Illinois;  WICD-TV, Channel 15, Champaign,  Illinois; and KGAN-TV,
Channel  2,  Cedar  Rapids,  Iowa  (each  a  "STATION"  and  collectively,   the
"Stations"); and

         WHEREAS,  the Company desires to sell, assign and transfer to Purchaser
the assets and  business  of the  Stations as  described  below,  and  Purchaser
desires to  purchase  and acquire  the assets and  business  of the  Stations as
described  below,  on the terms and subject to the  conditions set forth in this
Agreement.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the parties, intending legally to be bound, agree as follows:

         [A LIST OF DEFINED TERMS IS PROVIDED IN ARTICLE 9 HEREOF.]


ARTICLE 1.  SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

     1.1  ASSETS TO BE ACQUIRED.

         Upon the terms and subject to the  satisfaction  of the  conditions set
forth herein,  the Company shall sell, convey,  assign,  transfer and deliver to
Purchaser, and Purchaser shall purchase, acquire, accept and pay for, all right,
title  and  interest  of the  Company  and  Gannett  in and to all of the  real,
personal  and mixed  properties,  assets and other  rights,  both  tangible  and
intangible (other than the Excluded Assets),  owned or leased by, or licensed to
or used or useful by, the Company and Gannett in  connection  with the  Business
and the Stations (collectively, the "ASSETS"), which Assets shall consist of all
of the Assets  relating to the Stations that the Company (and its successors and
assigns)  have  acquired or have the right to  acquire,  pursuant to the Gannett
Purchase Agreement.


<PAGE>


         Without  limiting the  generality  of the  foregoing,  the Assets shall
include the following:

         (a) the FCC Licenses;

         (b) the Equipment;

         (c) all translators, earth stations and other auxiliary facilities, and
all applications therefor;

         (d) the Real  Property  and  Leased  Property  as set forth in  Section
1.1(d) of the Disclosure Schedule;

         (e) all orders and agreements  for the sale of advertising  time on the
Stations  for cash,  and all trade,  barter and  similar  agreements,  excluding
Program  Contracts  (which are provided for below),  for the sale of advertising
time on the  Stations  for any property or services in lieu of or in addition to
cash, and any other orders and  agreements  relating to the Stations and entered
into  (other  than  in  violation  of this  Agreement  or the  Gannett  Purchase
Agreement)  between the date of the Gannett Purchase  Agreement and the Transfer
Date;

         (f) all film and program licenses and contracts under which the Company
or Gannett has the right to  broadcast  film product or programs on the Stations
("PROGRAM  CONTRACTS"),   including  all  cash  and  non-cash  (barter)  program
contracts and including,  without limitation, the Program Contracts set forth in
Section 3.10 of the Disclosure Schedule and any other Program Contracts relating
to the Stations  and entered into (other than in violation of this  Agreement or
the  Gannett  Purchase  Agreement)  between  the  date of the  Gannett  Purchase
Agreement and the Transfer Date;

         (g)  all  other  contracts  and  agreements  related  to the  Business,
including,  without limitation,  network affiliation agreements,  all employment
contracts entered into with television talent and other Business Employees,  all
collective  bargaining  agreements with respect to any Business  Employees,  any
time brokerage  agreements and all national or local advertising  representation
agreements for the Stations,  including,  without limitation,  the contracts and
agreements set forth in Section 3.10 of the Disclosure  Schedule,  and any other
such contracts and  agreements  relating to the Stations and entered into (other
than in violation of this Agreement or the Gannett Purchase  Agreement)  between
the date of the Gannett Purchase Agreement and the Transfer Date;

         (h) the Intellectual Property,  including, without limitation, the Call
Letters;



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<PAGE>

         (i) all programs and programming  materials used in connection with the
Business,  whether  recorded  on tape or any other  media or  intended  for live
performance,  and whether completed or in production, and all related common law
and statutory copyrights owned by or licensed to the Company or Gannett and used
or useful in connection with the Business;

         (j) all FCC logs and other  records that relate to the operation of the
Stations;

         (k) except as set forth in Section  1.2  hereof,  all files,  books and
other records relating to the Business,  including, without limitation,  written
technical   information,   data,   specifications,   research  and   development
information,  engineering,  drawings,  manuals,  computer  programs,  tapes  and
software  relating  directly to the  Business,  other than  duplicate  copies of
account books of original entry and duplicate  copies of such files and records,
if any, that are  maintained at the corporate  offices of the Company or Gannett
for tax and accounting purposes;

         (l) all of the goodwill in, and "going concern" value of, the Business;

         (m) all accounts, notes and accounts receivable of the Business and the
Stations  relating  to or arising  out of the  business  and  operations  of the
Stations and the Business during the period prior to the Transfer Date;

         (n) all deposits,  reserves and prepaid expenses of the Business (other
than those  relating  to  Excluded  Assets or  Liabilities  that are not Assumed
Liabilities);

         (o) to the extent  transferable  under  applicable law, all franchises,
approvals, permits, licenses, orders, registrations,  certificates,  exemptions,
variances and similar rights obtained from Governmental  Authorities (other than
the FCC Licenses) in any  jurisdiction  that had issued or granted such items to
the Company or Gannett,  or that the Company or Gannett  otherwise owns or uses,
in each case relating to the Business,  and all pending  applications  therefor;
and

         (p) except as set forth in Section 1.2 hereof,  all insurance  proceeds
and claims therefor arising out of or related to (i) damage, destruction or loss
of any property or asset used or useful in  connection  with the Business to the
extent of any damage or destruction  that remains  unrepaired,  or to the extent
any property or asset remains  unreplaced,  at the Non-License  Transfer Date or
the Closing  Date,  as  applicable,  and (ii) any other  matters  related to, or
involving the Business, including, without limitation, employment practices.



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<PAGE>

    1.2  EXCLUDED ASSETS.

         Notwithstanding  anything  to the  contrary  herein,  all of the assets
listed on Section  1.2 of the  Disclosure  Schedule  or  defined in the  Gannett
Purchase  Agreement as Excluded  Assets  (collectively,  the "Excluded  Assets")
shall be excluded from the Assets.

    1.3  ASSUMPTION OF LIABILITIES.

         (a) On and after the Non-License  Transfer Date,  Purchaser will assume
and agree to perform  and fully  discharge  when due,  except to the extent that
such Liabilities  constitute Retained Liabilities,  the following Liabilities of
the Company or Gannett: (i) those solely related to or solely arising from or in
connection with the Assets or the Business (other than the License Assets);  and
(ii) those partly related to any contract or agreement for the Stations that are
also related to other Gannett Television Stations,  but not related to any other
assets or  business of Gannett or the Company  (any such  contract or  agreement
being a "GROUP CONTRACT"), but only to the extent the Liabilities under any such
Group Contract  relate to or arise from or are in connection  with the Assets or
the  Business,  whether  such  Liabilities  specified  in clause (i) or (ii) are
incurred  or  arise  prior  to,  on or  after  the  Non-License  Transfer  Date,
including,  without limitation, those obligations of the Company relating to the
Business to be assumed by Purchaser pursuant to Section 5.2 hereof.

         (b) On and after  the  Closing  Date,  to the  extent  not  assumed  by
Purchaser  at the  Non-License  Transfer,  Purchaser  will  assume  and agree to
perform and fully  discharge when due, except to the extent that any Liabilities
constitute  Retained  Liabilities,  the following  Liabilities of the Company or
Gannett:  (i) those solely  related to or solely  arising from or in  connection
with the  Assets  or the  Business;  (ii)  those  partly  related  to any  Group
Contract,  but only to the extent the Liabilities  under any such Group Contract
relate to or arise from or are in  connection  with the Assets or the  Business,
and (iii) those solely related to or solely  arising from or in connection  with
the License  Assets listed in Section 1.4 of the  Disclosure  Schedule,  whether
such  Liabilities  specified in clause (i),  (ii) or (iii) are incurred or arise
prior to, on or after the Closing Date,  including,  without  limitation,  those
obligations  of the Company  relating to the Business to be assumed by Purchaser
pursuant to Section 5.2 hereof (the Liabilities assumed by Purchaser pursuant to
Sections  1.3(a) and (b) hereof shall be  collectively  be referred to herein as
the "ASSUMED LIABILITIES").

         (c)  Except  for  the  Assumed  Liabilities  and  except  as  otherwise
expressly provided in this Agreement, Purchaser will assume no other Liabilities
or



                                     - 4 -
<PAGE>

any kind of description (collectively, the "RETAINED LIABILITIES"). The Retained
Liabilities include, without limitation, any of the following Liabilities:

                  (i)      any  of  the  Liabilities   defined  in  the  Gannett
                           Purchase Agreement as "Retained Liabilities";

                  (ii)     any of the Company's obligations hereunder;

                  (iii)    any  Liability  for  federal,  state or local  income
                           taxes of Gannett  or the  Company,  their  respective
                           stockholders or any other Person;

                  (iv)     any  Liabilities  relating  to the  Corporate  Office
                           except for the Purchaser's  reimbursement  obligation
                           pursuant to Section 5.9(b) hereof;

                  (v)      any  Liabilities  relating  to  current,   former  or
                           inactive Corporate Office Employees;

                  (vi)     any Liabilities  under any Employee  Benefit Plans of
                           Gannett or the Company  except to the extent  assumed
                           by Purchaser  pursuant to Section 5.2 and Section 5.9
                           hereof;

                  (vii)    any Liability of Gannett or the Company  arising from
                           Indebtedness  or any  overdrafts on any bank accounts
                           of Gannett or the Company;

                  (viii)   any Liability for dividends; and

                  (ix)     any Liability with respect to the Gannett  Television
                           Stations  (other than the  Stations)  under any Group
                           Contract or otherwise.

         (d) The Company  shall  retain,  and shall  continue to be  responsible
after the Transfer Date for, all Retained  Liabilities and all other Liabilities
of the Company and Gannett that are not Assumed Liabilities.

    1.4      NON-LICENSE TRANSFER; CLOSING.

         (a)  Unless  this  Agreement   shall  have  been   terminated  and  the
transactions  herein shall have been terminated pursuant to Section 10.1 hereof,
provided that the conditions set forth in Article 6 (except for Section 6.6) and
Article 7 (except for  Section  7.6) shall have been  satisfied  and the Closing
shall not have occurred,  there shall be a closing (the "NON-LICENSE  TRANSFER")
for the



                                     - 5 -
<PAGE>

purchase  and sale of all of the Assets  (other than the Assets which are listed
in Section 1.4 of the Disclosure Schedule (the "LICENSE ASSETS"),  at 10:00 a.m.
New York City time on a date  specified by Purchaser that is within the later of
(i) ten (10) days after the date on which all applicable  waiting  periods under
the HSR Act shall have expired or terminated,  or (ii) the date,  time and place
of the closing under the Gannett  Purchase  Agreement as long as Purchaser shall
have  received at least ten (10) days prior  written  notice from the Company of
the date of the  Gannett  closing  (the date on which the  Non-License  Transfer
shall  occur  pursuant  to this  Section  1.4(a)  is  referred  to herein as the
"NON-LICENSE TRANSFER DATE"); provided,  however, that the Company and Purchaser
shall take such  reasonable  actions as may be necessary to hold the Non-License
Transfer  simultaneously with the closing of the Gannett Purchase Agreement.  If
the Non-License  Transfer shall occur  simultaneously with the closing under the
Gannett  Purchase  Agreement,  then the Non-License  Transfer shall occur at the
place of the closing  under the  Gannett  Purchase  Agreement,  or at such other
place as the parties shall agree in writing. Otherwise, the Non-License Transfer
shall occur at the offices of Hogan & Hartson  L.L.P.,  8300  Greensboro  Drive,
Suite 1100,  McLean,  Virginia  22102, or at such other place as the Company and
Purchaser  shall  agree in writing.  At the  Non-License  Transfer,  each of the
parties  hereto shall take, or cause to be taken,  all such actions and deliver,
or cause to be delivered,  all such  documents,  instruments,  certificates  and
other items as may be required  under this  Agreement or otherwise,  in order to
perform or fulfill all covenants  and  agreements on its part to be performed at
or  prior  to the  Non-License  Transfer.  The  Non-License  Transfer  shall  be
effective as of 12:01 a.m.,  New York City time,  on the day of the  Non-License
Transfer Date.

         (b)  Unless  this  Agreement   shall  have  been   terminated  and  the
transactions  herein contemplated shall have been terminated pursuant to Section
10.1 hereof, the closing (the "CLOSING") of the transactions herein contemplated
shall  take place at 10:00  a.m.,  New York City time,  on a date  specified  by
Purchaser that is within ten (10) days following the  satisfaction  or waiver of
the conditions  set forth in Articles 6 and 7 hereof,  or at such other time and
date as the Company and Purchaser  shall agree in writing (such time and date of
the Closing being referred to herein as the "CLOSING  DATE"),  at the offices of
Hogan & Hartson L.L.P.,  8300 Greensboro  Drive,  Suite 1100,  McLean,  Virginia
22102,  or at such other  place as the  Company  and  Purchaser  shall  agree in
writing.  At the Closing,  each of the parties hereto shall take, or cause to be
taken,  all  such  actions  and  deliver,  or cause  to be  delivered,  all such
documents,  instruments,  certificates  and other items as may be required under
this  Agreement or  otherwise,  in order to perform or fulfill all covenants and
agreements  on its part to be performed at or prior to the Closing.  The Closing
shall be  effective  as of 12:01  a.m.,  New York City  time,  on the day of the
Closing Date.



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<PAGE>

         (c) In the event that the closing of the Company's  acquisition  of the
Stations   pursuant  to  the   Gannett   Purchase   Agreement   does  not  occur
simultaneously  with the  Transfer  Date  hereunder,  the Company and  Purchaser
acknowledge and agree that (i) the  representations,  warranties,  covenants and
agreements made by Gannett under the Gannett Purchase  Agreement which relate to
the  Stations  shall be deemed  (A)  incorporated  by  reference  into the terms
hereof,  and (B)  restated by the Company for the benefit of Purchaser as of the
Transfer  Date as though the  Company was  Gannett  under the  Gannett  Purchase
Agreement;  provided,  that,  without  limiting the  Company's  representations,
warranties, covenants and agreements hereunder, such additional representations,
warranties,  covenants and agreements from the Gannett Purchase  Agreement shall
apply only with  respect  to the period of  ownership  of the  Stations  and the
Assets by the Company and the Company's successors and assigns; (ii) on or prior
to the fifth (5th)  Business  Day prior to the  Transfer  Date,  the  Disclosure
Schedule  hereto  shall be updated  and  amended by the  Company to reflect  the
updates and  amendments to the  Disclosure  Schedule that are necessary in order
for the Company to restate such  representations and warranties  hereunder as of
the Transfer Date;  provided,  however,  no such updates or amendments  shall be
made which  would  constitute  a  violation  of this  Agreement  or the  Gannett
Purchase Agreement; and (iii) in addition to the Assets described in Section 1.1
hereof,  the "Assets"  shall include the Assets of the Business and the Stations
with respect to which the Company and the Company's successors and assigns shall
have acquired from and after the closing under the Gannett Purchase Agreement.

         (d) If the  Closing  shall not have  occurred  on or prior to such date
which is four (4)  years  after  the date of this  Agreement,  the  Company  and
Purchaser  acknowledge  and agree to cooperate and use  commercially  reasonable
efforts to consummate  the sale to a third party of both the License  Assets and
the  Non-License  Assets in an orderly  and  mutually  satisfactory  manner (the
"THIRD  PARTY  SALE").  At the closing of the Third Party Sale  pursuant to this
Section 1.4(d), the proceeds therefrom shall be paid as follows: (i) any amounts
of the Purchase Price hereunder not previously paid to the Company shall be paid
directly to the Company, and (2) any other amounts shall be paid directly to the
Purchaser.  Any such payments shall be by wire transfer of immediately available
funds to an account identified by the recipient party in writing.

    1.5  ADDITIONAL CLOSING DELIVERIES.

         (a) At the  Non-License  Transfer and the Closing,  as applicable,  the
Company shall deliver to Purchaser:



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<PAGE>

                 (i) a duly executed counterpart of the Bill of Sale, Assignment
and Assumption Agreement substantially in the form set forth in Exhibit A hereto
(the "BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT");

                (ii) at the Closing  only,  a duly executed  counterpart  of the
Assignment  of FCC  Licenses,  substantially  in the form set forth in Exhibit B
hereto (the "ASSIGNMENT OF FCC LICENSES");

               (iii) instruments  of  assignment  with  respect  to  all  of the
Company's rights and interests in the Leased Property and special warranty deeds
(of a type equivalent to that known in New York as a "bargain and sale deed with
covenants  against  grantor's  actions")  with  respect to all of the  Company's
rights and  interests in the Real  Property,  in recordable  form  sufficient to
convey to  Purchaser  all of the  Company's  rights and  interests or rights and
interest in the Leased  Property and the Real  Property  acquired by the Company
from Gannett pursuant to the Gannett Purchase Agreement;

                (iv) an  owner's   affidavit,   gap  indemnity  and  such  other
customary   documents  and  certificates  as  may  be  reasonably   required  by
Purchaser's  title insurance company with respect to Purchaser's title insurance
of the Real Property and any Leased Property;

                 (v) evidence  reasonably  satisfactory  to  Purchaser  that the
third-party  insurance policies listed in Section 3.9 of the Disclosure Schedule
are in full force and effect with  respect to the period  prior to the  Transfer
Date (together with appropriate  evidence showing loss payable and/or additional
insured clauses or endorsements,  as reasonably requested by Purchaser, in favor
of Purchaser);

                (vi) a certificate,  dated as of the Transfer  Date, executed on
behalf of the Company by the Company's duly authorized  officers that, except as
disclosed  in Section 3.8 of the  Disclosure  Schedule (or  otherwise  disclosed
pursuant to such  certificate)  (a) there are no Actions against the Company or,
to the  Company's  knowledge,  Gannett  relating  to the  Business or the Assets
pending, or, to the Company's  Knowledge,  threatened to be brought by or before
any  Governmental  Authority,  and (b) neither the Company nor, to the Company's
Knowledge,  Gannett is subject to any  Governmental  Orders (nor,  are there any
such Governmental Orders threatened to be imposed by any Governmental Authority)
relating to the Business or the Assets;

               (vii) domain  name  transfer  agreements  in form  and  substance
reasonably satisfactory to Purchaser to perfect the transfer to Purchaser of all
of the domain names of the Stations;



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<PAGE>

              (viii) all other instruments of conveyance and transfer sufficient
to convey the Assets to Purchaser;

                (ix) at  the   Non-License   Transfer   only,  a  duly  executed
counterpart of the Time Brokerage Agreement, substantially in the form set forth
in Exhibit C hereto (the "TIME BROKERAGE AGREEMENT"); and

                 (x) all other  documents,  instruments and writings required to
be delivered  by the Company at or prior to the Closing Date or the  Non-License
Transfer Date, as applicable, pursuant to this Agreement.

         (b) At  the  Non-License  Transfer  and  the  Closing,  as  applicable,
Purchaser shall deliver to Company:

               (i) the Purchase Price in accordance with Section 2.3 hereof;

               (ii) a duly executed counterpart of the Bill of Sale,  Assignment
and Assumption Agreement;

               (iii) at the Closing  only, a duly  executed  counterpart  of the
Assignment of FCC Licenses;

               (iv)  at  the   Non-License   Transfer   only,  a  duly  executed
counterpart of the Time Brokerage Agreement; and

               (v) all other documents,  instruments and writings required to be
delivered  by  Purchaser  at or prior  to the  Closing  Date or the  Non-License
Transfer Date, as applicable, pursuant to this Agreement.

         (c)  Purchaser  shall,  at any time prior to, at or after the  Transfer
Date, take or cause to be taken such further actions,  and execute,  deliver and
file or cause to be executed,  delivered  and filed such further  documents  and
instruments,  as may be reasonably  requested by the Company in connection  with
the consummation of the transactions contemplated by this Agreement. The Company
shall,  at any time prior to, at or after the Transfer Date, take or cause to be
taken  such  further  actions,  and  execute,  deliver  and  file or cause to be
executed,  delivered and filed such further documents and instruments, as may be
reasonably  requested by Purchaser in connection  with the  consummation  of the
transactions contemplated by this Agreement.



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<PAGE>

    1.6  DUE DILIGENCE, DELIVERY OF DISCLOSURE SCHEDULE AND PURCHASER
         TERMINATION RIGHT.

         The Company hereby acknowledges and agrees that neither the Company nor
Gannett has  delivered all due diligence  materials or the  Disclosure  Schedule
with respect to the Stations to Purchaser  prior to the date hereof.  Subject to
the  receipt  of  any  required  prior  approvals  from  Gannett,  the  parties,
therefore,  acknowledge  and agree  that (a)  Purchaser  shall be  permitted  to
conduct a due diligence review of the Business and Assets upon, and at all times
after the  execution  and delivery of this  Agreement  pursuant to the terms and
conditions of this Agreement, and (b) the Company shall deliver to Purchaser and
to  Purchaser's  counsel  a  complete  set of the  Disclosure  Schedule  for the
Stations (and copies of all materials identified on the Disclosure Schedule,  as
reasonably  required  to  support  such  Disclosure  Schedule  or  as  otherwise
reasonably  requested by Purchaser) as soon as possible  after the execution and
delivery  of this  Agreement.  Purchaser  shall have the right,  in its sole and
absolute  discretion and for any reason, to terminate this Agreement at any time
prior to 5:00 p.m.  (New York City time) on the date  which is the tenth  (10th)
Business  Day after  the date  hereof  (the  "Diligence  Termination  Deadline")
pursuant to Section  10.1(a)(ii)  hereof. Such termination right of Purchaser is
in addition to, and shall not limit or diminish, any other termination rights or
other remedies available to Purchaser hereunder or at law or in equity.


ARTICLE 2.   PURCHASE PRICE.

    2.1  ESCROW DEPOSIT.

         For and in partial  consideration of the execution and delivery of this
Agreement,  provided, that this Agreement shall not have been terminated and the
transactions  herein  contemplated  shall not have been  terminated  pursuant to
Sections  10.1(a)(ii) or  10.1(a)(iii)  hereof,  Purchaser  shall deposit within
twelve (12) Business  Days after the  execution  and delivery of this  Agreement
with the Deposit  Escrow  Agent an original,  irrevocable  letter of credit in a
form reasonably  acceptable to the Company (the "LETTER OF CREDIT"),  issued for
the benefit of the Company and the Deposit  Escrow Agent by The Chase  Manhattan
Bank  for an  amount  equal  to  Eight  Million  One  Hundred  Thousand  Dollars
($8,100,000) (the "ESCROW  DEPOSIT"),  such Letter of Credit to be dealt with in
accordance with the terms and provisions of the Deposit Escrow Agreement,  dated
as of the date of the  delivery  of the Letter of Credit to the  Deposit  Escrow
Agent,  among the Company,  Purchaser and the Deposit Escrow Agent,  in the form
attached hereto as Exhibit D (the "DEPOSIT ESCROW AGREEMENT"). Purchaser and the
Company  shall  cause the Letter of Credit to be returned  to  Purchaser  on the
Transfer Date.



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<PAGE>

     2.2  PURCHASE PRICE.

         (a) In  consideration  of the  sale  of the  Assets  and  the  Business
hereunder,  Purchaser shall (i) pay the Company in cash the aggregate  amount of
Eighty One Million Dollars  ($81,000,000) (the "BASE PURCHASE PRICE"),  plus (if
the  Estimated  Net  Financial  Assets are  greater  than zero) or minus (if the
Estimated  Net  Financial  Assets are less than  zero),  as the case may be, the
Estimated Net Financial  Assets (the Base Purchase Price, as adjusted by the Net
Financial Assets, the "PURCHASE PRICE") and (ii) assume the Assumed Liabilities.

         (b) As promptly as possible but no later than three (3)  Business  Days
prior to the Transfer  Date,  the Company shall deliver to Purchaser a statement
setting forth the amount estimated in good faith by the Company to be the amount
of the  Net  Financial  Assets  as of the  Transfer  Date  (the  "ESTIMATED  NET
FINANCIAL ASSETS").

     2.3  PAYMENT OF PURCHASE PRICE.

         (a) At the Non-License Transfer, Purchaser shall pay to the Company the
sum of Seventy-Six Million Dollars ($76,000,000) of the Base Purchase Price plus
(if the Estimated  Net Financial  Assets are greater than zero) or minus (if the
Estimated  Net  Financial  Assets are less than  zero),  as the case may be, the
Estimated Net Financial Assets, by wire transfer in immediately  available funds
to an account or accounts which shall be designated by the Company not less than
three (3) Business Days prior to the Transfer Date.

         (b) One (1) year after the date hereof  (the  "FIRST  YEAR  ANNIVERSARY
DATE"),  Purchaser  shall  pay  the  Company  the  sum  of Two  Million  Dollars
($2,000,000) of the Purchase  Price,  by wire transfer in immediately  available
funds to an account or  accounts  which shall be  designated  by the Company not
less than three (3) Business Days prior to the First Year Anniversary Date.

         (c) If the Closing shall not have occured on or prior to the date which
is two (2) years after the date hereof (the  "SECOND  YEAR  ANNIVERSARY  DATE"),
Purchaser shall pay the Company the sum of Three Million Dollars ($3,000,000) of
the  Purchase  Price,  by wire  transfer in  immediately  available  funds to an
account or accounts which shall be designated by the Company not less than three
(3) Business Days prior to the Second Year Anniversary Date.

         (d) The Purchase  Price (less any amounts of the Purchase Price paid to
the Company at the Non-License  Transfer, on the First Year Anniversary Date and
on the Second Year  Anniversary  Date) shall be paid by Purchaser to the



                                     - 11 -
<PAGE>

Company at the Closing by wire  transfer of  immediately  available  funds to an
account or accounts which shall be designated by the Company not less than three
(3) Business Days prior to the Closing Date.

         (e) To the extent  that any  payments  described  in Section  2.3(a) or
Section  2.3(b) are not paid when due in accordance  with the terms hereof,  any
unpaid  payments  shall  accrue  interest at a rate per annum of twelve  percent
(12%) until paid in full.

     2.4  POST-CLOSING ADJUSTMENT.

         (a) The parties agree that no later than  seventy-five  (75) days after
the Transfer Date (or such later date on which such statement  reasonably can be
prepared and  delivered in light of the  compliance of Purchaser and the Company
with their obligations set forth in next two succeeding sentences),  the Company
shall deliver to Purchaser, in the form received by the Company from Gannett (i)
a statement of the actual Net Financial  Assets as of 11:59 p.m.,  New York City
time,  on  the  day  immediately  preceding  the  Transfer  Date  (the  "CLOSING
STATEMENT") certified by PriceWaterhouseCoopers  L.L.P., independent accountants
for Gannett,  to be prepared  (except as otherwise  provided in Section 9 of the
Disclosure  Schedule to the Gannett Purchase  Agreement) in conformity with GAAP
and on a basis  consistent  with  the  basis  used in  preparing  the  Unaudited
Financial Statements as of, and for the year ended,  December 27, 1997, referred
to in Section 3.5 of the Gannett Purchase Agreement, except to the extent of any
position taken as the result of such statements being prepared on a consolidated
basis,  and (ii) a determination of the amount by which the actual Net Financial
Assets  are less  than or  greater  than the  Estimated  Net  Financial  Assets.
Purchaser  shall  provide the Company and  Gannett,  and  Gannett's  independent
accountants,   access  at  all  reasonable  times  to  the  relevant  personnel,
properties,  books and records of the Business  for such  purposes and to assist
the Company and Gannett, and Gannett's independent accountants, in preparing the
Closing Statement. Purchaser's assistance shall include, without limitation, the
closing of the books of the Business as of the Transfer Date, the preparation of
schedules supporting the amounts set forth in the general ledger and other books
and records of the Business,  and such other assistance as the Company,  Gannett
or  Gannett's  independent   accountants  may  reasonably  request.  During  the
twenty-five (25) day period following the delivery by the Company of the Closing
Statement  referred to in the first sentence of this Section  2.4(a),  Purchaser
and its independent  accountants  will be permitted to review the working papers
of the Company and of Gannett and its  independent  accountants  relating to the
preparation  of the Closing  Statement to the same extent as such working papers
have been made  available  to the  Company by Gannett  pursuant  to the  Gannett
Purchase  Agreement.  If,  within  twenty-five  (25) days after



                                     - 12 -
<PAGE>

delivery by the Company of the Closing Statement, Purchaser notifies the Company
that it  disagrees  with the Closing  Statement,  the Company  shall  attempt to
resolve the  disagreement  with Gannett.  In the event the Company and Purchaser
cannot agree with respect to the Closing  Statement  within five (5) days of the
notice  of  disagreement   provided  by  Purchaser  to  the  Company,  then  the
determination  shall be  submitted  for  resolution  promptly to an  independent
nationally recognized accounting firm (the "ACCOUNTING FIRM"),  jointly selected
by  the  Company  and  Purchaser,  whose  determination  (the  "ACCOUNTING  FIRM
DETERMINATION") shall be instructed by the parties to be made within twenty (20)
days and be binding upon all parties hereto,  and the fees and expenses of which
shall be borne equally by Purchaser and the Company to the extent that such fees
and expenses are allocable to the  transactions  contemplated by this Agreement.
The  Purchaser  agrees  that the  accounting  firm  selected  by Gannett and the
Company  pursuant to Section 2.3(a) of the Gannett  Purchase  Agreement shall be
the  Accounting  Firm  hereunder  as long as such firm has not been  engaged  by
Gannett  or the  Company  during  the  three (3) year  period  prior to the date
hereof.  In the event that  (whether  expressly  or by failure of  Purchaser  to
provide  notice of any  disagreement  within the  applicable  period)  Purchaser
agrees with the determination of the final Net Financial Assets set forth in the
Closing  Statement  without   submitting  the  matter  for  an  Accounting  Firm
Determination, the Net Financial Assets set forth in the Closing Statement shall
be the  final  determination  of the Net  Financial  Assets.  The  amount of Net
Financial  Assets as of 11:59 p.m.,  New York City time, on the day  immediately
preceding the Closing Date, as definitively  determined pursuant to this Section
2.4(a) is referred to herein as the "ACTUAL NET FINANCIAL ASSETS".

         (b) If the Actual Net  Financial  Assets are greater than the Estimated
Net Financial  Assets,  then Purchaser shall pay the Company in cash, within two
(2)  Business  Days  following  the  determination  of the Actual Net  Financial
Assets, an amount equal to such difference,  plus interest on the amount of such
difference at the rate of eight percent (8%) per annum from the Transfer Date to
the date of such payment to the Company.  If the Actual Net Financial Assets are
less than the  Estimated Net  Financial  Assets,  then the Company shall pay the
Purchaser in cash within two (2) Business Days  following the  determination  of
the  Actual Net  Financial  Assets,  an amount  equal to such  difference,  plus
interest on the amount of such  difference at the rate of eight percent (8%) per
annum  from the  Transfer  Date to the date of such  payment to  Purchaser.  The
amounts  paid  pursuant  to this  Section  2.4(b)  shall be by wire  transfer of
immediately  available  funds for  credit  to the  recipient  at a bank  account
identified by such recipient in writing.



                                     - 13 -
<PAGE>

     2.5  ALLOCATION OF THE BASE PURCHASE PRICE.

         The Company and  Purchaser  agree to allocate the Base  Purchase  Price
among the Stations for all purposes  (including  financial,  accounting  and tax
purposes) in accordance with Section 2.5 of the Disclosure Schedule. The Company
and Purchaser agree to engage Bond & Pecaro, a nationally  recognized  appraisal
firm, to appraise the classes of Assets of each Station in  accordance  with the
allocation for the Stations set forth in Section 2.5 of the Disclosure  Schedule
and in  accordance  with Section  1060 of the Code and the Treasury  Regulations
promulgated thereunder (the "ALLOCATION").  The Allocation shall be binding upon
Purchaser and the Company,  and none of the parties  hereto shall file, or cause
to be filed,  any Tax Return,  Internal Revenue Service Form 8594 or other form,
or take a position with any Tax authority or jurisdiction,  that is inconsistent
with the Allocation  without  obtaining the prior written consent of the Company
or Purchaser,  as the case may be. The fees and  disbursements  of the appraiser
engaged in connection with the Allocation as to the Assets of the Stations shall
be paid one-half (1/2) by Purchaser and one-half (1/2) by the Company.


ARTICLE 3.  REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY.

         The Company represents and warrants to Purchaser as follows:

     3.1  ORGANIZATION AND STANDING.

         The Company is a corporation duly incorporated,  validly existing,  and
in good  standing  under the laws of the State of Maryland.  The Company and, to
the  Company's  Knowledge,  Gannett  have  all  requisite  corporate  power  and
authority to own, lease and operate their  respective  properties and assets and
to conduct their business as it is now being  conducted.  The Company is and, to
the Company's Knowledge,  Gannett is, duly qualified to do business as a foreign
corporation  and is in good  standing  under the laws of each state in which the
operation of its  business or  ownership of its assets makes such  qualification
necessary,  except where the failure to so qualify or be in good standing  would
not reasonably be expected to have a Material Adverse Effect.

     3.2  BINDING AGREEMENT.

         The Company has all  requisite  corporate  power and authority to enter
into this  Agreement,  to  execute  and  deliver  this  Agreement  and the other
Transaction Documents, to carry out its obligations hereunder and thereunder and
to consummate the transactions  contemplated  hereby and thereby.  The execution




                                     - 14 -
<PAGE>

and  delivery  of this  Agreement  and the other  Transaction  Documents  by the
Company and the  consummation  by the Company of its  obligations  hereunder and
thereunder have been duly and validly authorized by all necessary  corporate and
stockholder  action on the part of the Company.  This Agreement has been, and on
the  Non-License  Transfer  Date and on the Closing  Date the other  Transaction
Documents  will be, duly  executed  and  delivered on behalf of the Company and,
assuming the due authorization, execution and delivery by Purchaser, constitutes
a legal, valid and binding  obligation of the Company  enforceable in accordance
with its terms, subject to applicable  bankruptcy and similar laws affecting the
rights of  creditors  generally  and to general  principles  of equity  (whether
applied at law or equity).

    3.3  ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.

         Except as set forth in  Section  3.3 of the  Disclosure  Schedule,  the
execution,  delivery and  performance  by the Company of this  Agreement and the
other  Transaction  Documents (and to the extent that the Assets are transferred
directly from Gannett to the Purchaser, to the Company's Knowledge,  Gannett) do
not and will not (a) violate,  conflict  with or result in the breach or default
of any provision of the articles of incorporation or bylaws of the Company,  (b)
conflict  with or violate in any  material  respect any material Law or material
Governmental  Order applicable to the Company or any of its properties or assets
or to  the  Assets  or  the  Business,  (c)  except  for  (i)  the  notification
requirements  of the HSR Act and (ii) such filings with,  and orders of, the FCC
as may be  required  under  the  Communications  Act and  the  FCC's  rules  and
regulations in connection with this Agreement and the transactions  contemplated
hereby, require any material consent, approval, authorization or other order of,
action by,  registration  or filing with or declaration or  notification  to any
Governmental  Authority, or (d) conflict with, result in any violation or breach
of,  constitute a default (or event which with the giving of notice, or lapse of
time or both, would become a default) under,  require any consent under, or give
to  others  any  rights of  termination,  amendment,  acceleration,  suspension,
revocation or  cancellation  of, or result in the creation of any Encumbrance on
any of the Assets,  or result in the imposition or  acceleration of any payment,
time of payment,  vesting or increase in the amount of  compensation  or benefit
payable, pursuant to any Material Contract.

    3.4  EQUITY INVESTMENTS.

         The Assets do not include any capital stock of any  corporation  or any
equity interest in any Person.



                                     - 15 -
<PAGE>

    3.5  FINANCIAL STATEMENTS.

         (a) The Company has  furnished,  or prior to the Diligence  Termination
Deadline will furnish,  to Purchaser the balance sheets for each of the Stations
as of December 31, 1994,  December  31,  1995,  December 31, 1996,  December 31,
1997,  and December 31,  1998,  and  statements  of  operations  for each of the
Stations for the years then ended (such  financial  statements are  collectively
referred to herein as the "UNAUDITED FINANCIAL STATEMENTS"). Except as otherwise
disclosed in Section 3.5 of the Disclosure Schedule, to the Company's Knowledge,
the Unaudited Financial Statements (including any notes thereto) present fairly,
in all material  respects,  the financial  position of the  Stations,  as of the
dates  thereof and the results of  operations  for the  Stations for the periods
then ended and have been prepared in conformity with GAAP.

         (b) Except as set forth in Section 3.5 of the Disclosure  Schedule,  to
the Company's  Knowledge,  there are no liabilities or  obligations,  secured or
unsecured (whether absolute,  accrued,  contingent or otherwise, and whether due
or to become due),  of any Station of a nature  required by GAAP to be reflected
in a corporate  balance sheet,  except such liabilities and obligations (i) that
are adequately accrued or reserved against in the Unaudited Financial Statements
or disclosed in the notes  thereto,  (ii) that were incurred  after December 31,
1998, either in the ordinary course of business consistent with past practice or
in connection with the  transactions  contemplated  by this Agreement,  or (iii)
that are immaterial in amount.

    3.6  TITLE TO ASSETS; RELATED MATTERS.

         To the  Company's  Knowledge,  except for  Permitted  Exceptions  or as
disclosed in Section 3.6 of the Disclosure  Schedule (a) Gannett has good, valid
and marketable  title (as measured in the context of their current uses) to, or,
in the case of leased  or  subleased  assets,  valid  and  subsisting  leasehold
interests  (as measured in the context of their  current  uses) in, or otherwise
has the right to use,  all of the  Assets,  free and  clear of all  Encumbrances
(except for any assets sold or  otherwise  disposed of, or with respect to which
the lease,  sublease  or other  right to use such Asset has  expired or has been
terminated,  in each case after the date hereof  solely to the extent  permitted
under Section 5.1(a) hereof),  (b) each lease or sublease  pursuant to which any
Leased  Property is leased by Gannett  is, to the  Company's  Knowledge,  legal,
valid and  binding on Gannett  and the  Company (as the case may be) and, to the
Company's Knowledge, the other parties thereto and grants the leasehold interest
it   purports  to  grant,   including,   without   limitation,   any  rights  to
nondisturbance  and peaceful and quiet  enjoyment that may be contained  therein
and, to the  Company's  Knowledge,  Gannett  and each other party  thereto is in
compliance  in all  material  respects  with the  provisions  of such leases and
subleases,



                                     - 16 -
<PAGE>

(c) to the Company's Knowledge,  the Assets,  together with the Excluded Assets,
constitute  all the assets and rights of Gannett and its  Affiliates  used in or
necessary for the operation of the Business as currently  conducted,  (d) to the
Company's Knowledge,  except for Equipment scheduled to be replaced by Gannett's
capital expenditure budget, the Real Property, Leased Property and Equipment is,
in all material respects,  in good operating condition and repair (ordinary wear
and tear  excepted)  taking into account the age thereof,  (e) to the  Company's
Knowledge,  there are no contractual or legal  restrictions  to which Gannett or
the  Company is a party or by which the Real  Property is  otherwise  bound that
preclude or restrict in any material respect  Gannett's  ability to use the Real
Property  for the  purposes  for  which it is  currently  being  used and (f) no
portion of the Real  Property or Leased  Property is the subject of, or affected
by,  any  condemnation,   eminent  domain  or  inverse  condemnation  proceeding
currently instituted or, to the Company's Knowledge,  threatened. At each of the
Non-License  Transfer and the Closing,  as applicable,  the Company (or Gannett)
shall  sell,  convey,  assign,  transfer  and  deliver to  Purchaser  all of the
Company's (or Gannett's) right,  title and interest in and to all of the Assets,
free  and  clear  of  all  Encumbrances  other  than  Permitted  Exceptions  and
Encumbrances  arising from  Purchaser's  acts.  Section 1.1(d) of the Disclosure
Schedule  contains a true and correct list of all Real Property owned by Gannett
used in the Business (other than the Excluded Assets).

     3.7   ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS.

         To the Company's  Knowledge,  since June 30, 1998,  except as otherwise
provided in or  contemplated by this Agreement or as disclosed in Section 3.7 of
the Disclosure Schedule:

         (a) other than in the ordinary course of business  consistent with past
practice  neither  the  Company  nor  Gannett  has  sold,  transferred,  leased,
subleased,  licensed or otherwise  disposed of any  material  assets used in the
Business, other than the sale of obsolete Equipment;

         (b) (i) neither the  Company nor Gannett has granted any  increase,  or
announced  any  increase,  in  the  wages,  salaries,   compensation,   bonuses,
incentives,  pension or other benefits payable to any of the Business Employees,
including,  without limitation,  any increase or change pursuant to any Employee
Benefit  Plan,  or (ii)  established,  increased or  accelerated  the payment or
vesting of any benefits under any Employee Benefit Plan with respect to Business
Employees,  in either case except (A) as required by Law,  (B) that involve only
increases consistent with the past practices of Gannett or (C) as required under
any existing agreement or arrangement;



                                     - 17 -
<PAGE>

         (c) neither the Company nor Gannett has made any material change in any
method of  accounting  or  accounting  practice or policy used by Gannett or the
Company with  respect to the  Stations,  other than  changes  required by Law or
under GAAP;

         (d) neither the Company  nor  Gannett has  suffered  any  extraordinary
casualty  loss  or  damage  with  respect  to any  material  assets  used in the
Business, whether or not covered by insurance;

         (e) there has not been any Material Adverse Effect;

         (f) except in connection with the transactions contemplated hereby, the
Business has been  conducted in all material  respects  only in the ordinary and
usual course consistent with past practice;

         (g) neither the Company nor Gannett has created,  incurred,  assumed or
guaranteed any  Indebtedness,  except for net borrowings under existing lines of
credit;

         (h) other than in the ordinary course of business,  neither the Company
nor Gannett has compromised, settled, granted any waiver or release relating to,
or otherwise  adjusted any Action,  material  Liabilities  or any other material
claims or material rights of the Business; and

         (i) neither the  Company  nor Gannett has entered  into any  agreement,
contract, commitment or arrangement to do any of the foregoing.

    3.8 LITIGATION.

         Except as disclosed in Section 3.8 of the  Disclosure  Schedule,  as of
the date  hereof,  (a) there  are no  Actions  against  the  Company  or, to the
Company's Knowledge, Gannett relating to the Business or the Assets pending, or,
to  the  Company's  Knowledge,  threatened  to  be  brought  by  or  before  any
Governmental Authority, (b) neither the Company nor, to the Company's Knowledge,
Gannett  is  subject  to any  Governmental  Orders  (nor,  are  there  any  such
Governmental  Orders  threatened  to be imposed by any  Governmental  Authority)
relating to the Business or the Assets,  and (c) there is no Action  pending or,
to the Company's  Knowledge,  threatened to be brought  before any  Governmental
Authority,  that seeks to  question,  delay or prevent the  consummation  of the
transactions contemplated hereby.



                                     - 18 -
<PAGE>

    3.9      INSURANCE.

         Section 3.9 of the Disclosure  Schedule lists all insurance policies as
of the date  hereof  relating  to the  Assets or the  Business  (the  "INSURANCE
POLICIES").  Except as set forth in either  Section  3.9 or Section  3.14 of the
Disclosure  Schedule,  (a) to the Company's  Knowledge,  all insurance  policies
relating to the Assets or Business to which the Company or Gannett is a party or
under  which the Assets or the  Business  is covered  (or  replacement  policies
therefor)  are in full force and effect and,  to the  Company's  Knowledge,  all
premiums  due  have  been  paid  and are not in  default,  (b) to the  Company's
Knowledge,  no  notice  of  cancellation  or  non-renewal  with  respect  to, or
disallowance of any claim under, any such policy has been received by either the
Company or Gannett, and (c) to the Company's Knowledge,  neither the Company nor
Gannett has been refused insurance with respect to the Business or Assets,  nor,
to the Company's Knowledge,  has coverage with respect to the Business or Assets
been  previously  canceled  or limited  by an  insurer  to which  Gannett or the
Company  has  applied  for such  insurance  or with which the Company or, to the
Company's Knowledge, Gannett has held insurance within the last three years.

    3.10     MATERIAL CONTRACTS.

         Section  3.10  of the  Disclosure  Schedule  sets  forth  all  Material
Contracts  relating  to  the  Stations,   including,   without  limitation,  all
amendments thereof, as of the date hereof. To the extent received by the Company
from Gannett,  complete and accurate  copies of all written  Material  Contracts
listed in Section 3.10 of the Disclosure  Schedule and accurate summaries of the
material  terms of all oral  contracts and  agreements  (which would be Material
Contracts  if in writing)  have been  delivered  or made  available to Purchaser
(except as otherwise noted therein).  Except as set forth in Section 3.10 of the
Disclosure Schedule, to the Company's Knowledge,  (a) each Material Contract and
each other  contract or  agreement  that is  material to the  Business is legal,
valid and binding on Gannett and, to the Company's Knowledge,  the other parties
thereto, (b) to the Company's  Knowledge,  neither the Company nor Gannett is in
default  under any  Material  Contract or other  contract or  agreement  that is
material to the Business and no event has occurred or failed to occur that, with
or without  the giving of notice or the lapse of time or both,  would  result in
such a  default  and (c) to the  Company's  Knowledge,  no  other  party  to any
Material  Contract  or other  contract  or  agreement  that is  material  to the
Business has breached or is in default thereunder.

    3.11     PERMITS AND LICENSES; COMPLIANCE WITH LAW.

         (a) Except as disclosed in Section 3.11 of the Disclosure Schedule, (i)
to the Company's  Knowledge,  Gannett  currently holds all the material permits,




                                     - 19 -
<PAGE>

licenses, authorizations, certificates, exemptions and approvals of Governmental
Authorities  or  other  Persons  including,  without  limitation,  Environmental
Permits,  necessary  for the current  operation  and the conduct (as it is being
conducted  prior to the  Transfer  Date)  of the  Business,  other  than the FCC
Licenses  (which  are  provided  for  in  Section  3.12  hereof)  (collectively,
"PERMITS"),  and all material Permits are in full force and effect,  (ii) to the
Company's  Knowledge,  since  November  1, 1996,  Gannett has not  received  any
written notice from any Governmental Authority revoking, canceling,  rescinding,
modifying or refusing to renew any material  Permit and,  (iii) to the Company's
Knowledge,  Gannett  is in  material  compliance  with the  requirements  of all
material Permits.

         (b) Except as disclosed in Section 3.11 of the Disclosure Schedule,  to
the Company's  Knowledge,  (i) Gannett is in compliance in all material respects
with  all  Laws and  Governmental  Orders,  other  than  the FCC  Licenses,  the
Communications  Act and the rules and regulations of the FCC (which are provided
for in Section 3.12 hereof),  applicable to the conduct of the Business as it is
being  conducted  prior to the  Transfer  Date,  and (ii)  Gannett  has not been
charged,  since November 1, 1996, by any Governmental Authority with a violation
of any Law or any Governmental Order relating to the Stations,  which charge has
not been fully resolved and, to the extent required, accounted for.

    3.12  FCC LICENSES.

         Except as disclosed in Section 3.12 of the Disclosure Schedule,  (a) to
the Company's Knowledge, Gannett holds, and immediately prior to the Closing the
Company  will hold,  the FCC Licenses  listed in Section 3.12 of the  Disclosure
Schedule, which FCC Licenses expire on the respective dates set forth in Section
3.12 of the Disclosure Schedule; (b) to the Company's Knowledge, Section 3.12 of
the  Disclosure  Schedule  sets  forth a true and  complete  list of any and all
pending applications filed with the FCC by Gannett,  true and complete copies of
which (to the extent  received from Gannett by the Company) have been  delivered
to Purchaser or made available for inspection by Purchaser; (c) to the Company's
Knowledge,  the FCC Licenses  listed in Section 3.12 of the Disclosure  Schedule
constitute   all  of  the  licenses  and   authorizations   required  under  the
Communications  Act  and  the  current  rules  and  regulations  of  the  FCC in
connection with the operation of the Stations as currently operated;  (d) to the
Company's  Knowledge,  the FCC Licenses are in full force and effect through the
dates set forth in Section  3.12 of the  Disclosure  Schedule,  and there is not
pending or, to the Company's  Knowledge,  threatened any action by or before the
FCC to  revoke,  suspend,  cancel,  rescind,  modify,  or refuse to renew in the
ordinary  course any of the FCC Licenses;  (e) to the Company's  Knowledge,  the
Stations are operating in compliance  with the FCC Licenses and in compliance in
all material



                                     - 20 -
<PAGE>

respects with the  Communications  Act and the current rules and  regulations of
the FCC and have been assigned digital  television  frequencies;  and (f) to the
Company's  Knowledge,  there exist no facts,  conditions  or events  relating to
Gannett or the Company that would reasonably be expected to cause the revocation
of FCC  Licenses  or denial by the FCC of the  application  for  consent  to the
assignment  of the FCC  Licenses as provided  in this  Agreement  or the Gannett
Purchase Agreement.  To the Company's Knowledge,  Gannett has filed all reports,
forms  and  statements,  including,  without  limitation,   construction  permit
applications  for digital  television  channels  required to be filed by Gannett
with the FCC and maintained in its public files in accordance with the rules and
regulations of the FCC.

    3.13  ENVIRONMENTAL MATTERS.

         Except as disclosed in Section 3.13 of the Disclosure Schedule,  to the
Company's Knowledge,  (a) Hazardous Materials have not been Released on any Real
Property except in material  compliance with applicable Law; (b) there have been
no events related to the Business or the Real Property that would  reasonably be
expected to give rise to any material liability under any Environmental Law; (c)
the Business, the Real Property and the Leased Property is now, and for the past
five  (5)  years  has  been,  in  material   compliance   with  all   applicable
Environmental  Laws and there are no extant  conditions that would reasonably be
expected to constitute an impediment to such  compliance in the future;  (d) the
Business  has disposed of all wastes  arising from or otherwise  relating to its
business,  including those wastes containing  Hazardous  Materials,  in material
compliance with all applicable  Environmental  Laws (including the filing of any
required reports with respect thereto) and  Environmental  Permits and (e) there
are no pending or, to the Company's Knowledge,  threatened  Environmental Claims
against Gannett relating to the Real Property.

    3.14  EMPLOYEE BENEFIT MATTERS.

         The Company has made  available  to  Purchaser  copies of all  material
Employee Benefit Plans  (including,  without  limitation,  all plans governed by
ERISA,  providing  pension  benefits or  providing  health,  life  insurance  or
disability  benefits)  relating to the  Stations),  which plans are set forth in
Section 3.14 of the Disclosure  Schedule.  To the Company's Knowledge and except
as set forth in  Section  3.14 of the  Disclosure  Schedule,  all such  Employee
Benefit Plans are in compliance  with the terms of the  applicable  plan and the
requirements  prescribed  by  applicable  law  currently  in effect with respect
thereto  (including  Sections  4980B and 5000 of the Code) and, to the Company's
Knowledge,  Gannett has  performed  in all  material  respects  all  obligations
required  to be  performed  by it  under,  and  is not in  default  under  or in
violation  of, any of the terms of such  Employee  Benefit  Plans



                                     - 21 -
<PAGE>

where  any such  noncompliance,  nonperformance,  default  or  violation  would,
individually or in the aggregate,  be reasonably expected to result in liability
in excess of Twenty-Five Thousand Dollars ($25,000). To the Company's Knowledge,
Gannett has no post-retirement welfare obligations with respect to the Business.
To the  Company's  Knowledge,  Gannett has not  incurred,  and, to the Company's
Knowledge,  no event,  transaction  or condition has occurred or exists which is
reasonably  expected to result in the occurrence of any liability to the Pension
Benefit Guaranty  Corporation (other than contributions to the plan and premiums
to the Pension Benefit Guaranty  Corporation  which, in either event, are not in
default) or any  "withdrawal  liability"  within the meaning of Section  4201 of
ERISA, or any other liability pursuant to Title I or IV of ERISA or the penalty,
excise tax or joint and several  liability  provisions  of the Code  relating to
employee  benefit plans, in any such case relating to any Employee  Benefit Plan
or any pension  plan  maintained  by any company that during the last five years
was or  currently  would be treated  as a single  employer  with the  Company or
Gannett,  as the case may be, under  Section 4001 of ERISA or Section 414 of the
Code (an "ERISA AFFILIATE"),  where individually or in the aggregate,  in any of
such  events,  any such  liability  would be in excess of  Twenty-Five  Thousand
Dollars ($25,000).  To the Company's  Knowledge,  except as set forth in Section
3.14 of the  Disclosure  Schedule  and except for such  matters  that would not,
individually or in the aggregate,  reasonably be expected to result in liability
in excess of Twenty-Five Thousand Dollars ($25,000),  each Employee Benefit Plan
relating  to the  Stations  intended  to be  "qualified"  within the  meaning of
Section  401(a) of the Code has received a favorable  determination  letter that
such plan is so qualified and the trusts  maintained  thereunder are exempt from
taxation under Section 501(a) of the Code and, to the Company's Knowledge, is so
qualified,  and no such Employee Benefit Plan holds employer securities.  To the
Company's  Knowledge  and except as set forth in Section 3.14 of the  Disclosure
Schedule,  neither  Gannett  nor  any  ERISA  Affiliate  has  ever  made or been
obligated to make, or reimbursed or been obligated to reimburse another employer
for,  contributions  to any  multiemployer  plan (as  defined  in ERISA  Section
3(37)).  To the  Company's  Knowledge and except as set forth in Section 3.14 of
the  Disclosure  Schedule,  the Employee  Benefit Plans are not presently  under
audit or  examination  (and have not  received  notice of a  potential  audit or
examination)  by any  governmental  authority,  and no matters are pending  with
respect to the Qualified Plan under any governmental compliance programs. To the
Company's Knowledge, with respect to each Employee Benefit Plan of the Stations,
there have been no violations of Code Section 4975 or ERISA  Sections 404 or 406
as to which successful claims would, individually or in the aggregate, result in
liability in excess of Twenty-Five  Thousand Dollars ($25,000) for Gannett,  the
Company or any  Person  required  to be  indemnified  by either of them.  To the
Company's  Knowledge,  except as set  forth in  Section  3.14 of the  Disclosure
Schedule,  and except as expressly provided in this Agreement,  the consummation
of



                                     - 22 -
<PAGE>

the transactions contemplated by this Agreement will not (i) entitle any current
or former  employee or officer of the  Business to severance  pay,  unemployment
compensation  or  other  payment,  or (ii)  accelerate  the time of  payment  or
vesting,  or  increase  the  amount of  compensation  due any such  employee  or
officer.  To the  Company's  Knowledge,  there are no pending or  threatened  or
anticipated  claims by or on behalf of any Employee Benefit Plan relating to the
Stations,  by any  employee  or  beneficiary  covered  under any such  plan,  or
otherwise involving any such plan (other than routine claims for benefits) where
any such pending, threatened or anticipated claims would, individually or in the
aggregate,   reasonably  be  expected  to  result  in  liability  in  excess  of
Twenty-Five  Thousand  Dollars  ($25,000).   The  Twenty-Five  Thousand  Dollars
($25,000)  liability threshold in this Section 3.14 is intended to apply only to
this Section 3.14, and is in no way intended to be used in defining  materiality
anywhere in this Agreement.

    3.15  LABOR RELATIONS.

         To the Company's  Knowledge,  Section 3.15 of the  Disclosure  Schedule
sets forth a list of all labor  organizations  recognized  as  representing  the
employees  of the  Business.  Complete  and  accurate  copies of all  collective
bargaining  agreements and other labor union contracts  relating to employees of
the  Stations  and any such  labor  organizations  have been  delivered  or made
available  to  Purchaser.  Except as disclosed in Section 3.8 or Section 3.15 of
the Disclosure Schedule, (a) to the Company's Knowledge, there are no collective
bargaining  agreements or other labor union contracts applicable to employees of
the Business, (b) to the Company's Knowledge, there are no strikes, slowdowns or
work  stoppages  pending  or, to the  Company's  Knowledge,  threatened  between
Gannett and any employees of the Business,  and Gannett has not  experienced any
such strike,  slowdown,  or work stoppage within the past two (2) years, in each
case,  as of the date of the Gannett  Purchase  Agreement,  (c) to the Company's
Knowledge,   there  are  no  pending  or  threatened  grievance  or  arbitration
proceedings  arising  under  any  collective   bargaining  agreements  or  labor
contracts  affecting  any  employees  of the  Business,  (d)  to  the  Company's
Knowledge,  there are no unfair  labor  practice  complaints  pending or, to the
Company's  Knowledge,  threatened  against the Business relating to employees of
the Business before the National Labor Relations Board or any other Governmental
Authority  or, to the  Company's  Knowledge,  any current  union  representation
questions involving employees of the Business,  (e) to the Company's  Knowledge,
Gannett is in compliance in all material respects with its obligations under all
Laws and Governmental Orders governing its employment  practices with respect to
employees of the Business, including, without limitation, provisions relating to
wages,  hours  and  equal  opportunity,   employment  discrimination,   workers'
compensation,  family and medical leave, the Immigration Reform and Control Act,
and occupational safety and health requirements, (f) to the



                                     - 23 -
<PAGE>

Company's   Knowledge,   all  Persons   classified  by  Gannett  as  independent
contractors  with respect to the Business do satisfy the  requirements of law to
be so  classified,  and,  to the  Company's  Knowledge,  Gannett  has  fully and
accurately reported their compensation on IRS Forms 1099 when required to do so,
and (g) to the Company's Knowledge,  there is no charge or compliance proceeding
actually pending or, to the Company's Knowledge,  threatened against the Company
or Gannett with respect to employees of the Business before the Equal Employment
Opportunity  Commission or any state,  local, or foreign agency  responsible for
the prevention of unlawful employment practices.

    3.16   INTELLECTUAL PROPERTY.

         To the Company's  Knowledge,  Section 3.16 of the  Disclosure  Schedule
includes  a  complete  list of all  call  letters  of the  Stations  (the  "CALL
LETTERS").  Except as disclosed in Section 3.16 of the Disclosure  Schedule,  to
the Company's Knowledge, (a) the rights of Gannett, and immediately prior to the
Transfer  Date,  the Company,  in or to the Call  Letters and, to the  Company's
Knowledge,  the other Intellectual  Property do not conflict with or infringe on
the rights of any other  Person,  (b) the Company has not and, to the  Company's
Knowledge,  Gannett has not,  received any claim from any Person that the rights
of Gannett or the Company in or to the  Intellectual  Property  conflict with or
infringe on the rights of any other Person and, to the Company's  Knowledge,  no
such claim is threatened, (c) to the Company's Knowledge, Gannett owns (free and
clear of any  Encumbrances  other than  Permitted  Exceptions),  is  licensed or
otherwise  has the  right to use all  Intellectual  Property  necessary  for the
conduct of the Business as currently conducted by Gannett (free and clear of any
Encumbrances other than Permitted Exceptions),  except where the failure to have
such rights would not  reasonably  be expected to impair the  operations  of the
Business in any material  respect and (d) to the Company's  Knowledge,  no other
Person is  infringing  or  diluting  the rights of Gannett  with  respect to the
Intellectual Property.

    3.17   TAXES.

         Except as  disclosed  in Section  3.17 of the  Disclosure  Schedule and
except  relating  exclusively  to  the  Gannett  Maine  Media  Business,  to the
Company's Knowledge (a) all material Tax Returns required to be filed by Gannett
(or to the extent required to be filed by the Company)  relating to the Business
have been timely  filed and all such Tax Returns are correct and complete in all
material  respects;  (b) all Taxes  required  to be paid by  Gannett  (or to the
extent required to be paid by the Company) relating to the Business,  whether or
not shown as due on such Tax  Returns,  have been  timely  paid  other than such
Taxes,  if any, as are described in Section 3.17 of the Disclosure  Schedule and
are being  contested in good faith;  (c) there is no action,  suit,  proceeding,
investigation, audit or claim pending



                                     - 24 -
<PAGE>

or, to the Company's  Knowledge,  threatened with respect to Taxes of Gannett or
the Company  relating to the Stations or for which Gannett or the Company may be
liable,  and no  adjustment  relating  to such Taxes of  Gannett or the  Company
relating to the Stations has been  proposed in writing by any Tax  authority and
remains  unresolved;  (d) there are, and immediately  prior to the Transfer Date
there will be, no Tax liens on any of the  assets of the  Business  (other  than
liens for Taxes  that are not yet due and  payable);  and (e) all Taxes that the
Business is required to withhold or collect have been duly withheld or collected
and, to the extent required, have been paid to the proper Tax authority.

    3.18  COMMISSIONS.

         There is no broker or finder or other  Person  who has any valid  claim
against the Company,  Purchaser, or any of their respective Affiliates or any of
their respective assets for a commission,  finders' fee,  brokerage fee or other
similar fee in connection with this Agreement, or the transactions  contemplated
hereby,  by virtue of any  actions  taken by on or  behalf of the  Company,  its
stockholders or the Company's officers, employees or agents.

    3.19   AFFILIATE TRANSACTIONS.

         Except as set forth in Section  3.19 of the  Disclosure  Schedule or as
expressly  otherwise  provided or permitted in this Agreement,  to the Company's
Knowledge,  since December 27, 1997,  Gannett has not engaged in any transaction
with any  Affiliate  thereof  that was  material  to the  Business,  and, to the
Company's  Knowledge,  Gannett  is not a party  to any  material  agreements  or
arrangements  relating to the Stations with any Affiliates that will continue in
effect  after  the  Transfer  Date for the  Purchaser  that are not  immediately
terminable by the Purchaser without payment of any penalty or premium.

    3.20  GANNETT PURCHASE AGREEMENT.

         The Company and its  Affiliates  have not waived any of their rights or
conditions under the Gannett Purchase Agreement related to the Stations. Neither
the Company nor Gannett is in material  breach of, and has not defaulted  under,
any of the  terms  of the  Gannett  Purchase  Agreement.  The  Gannett  Purchase
Agreement  constitutes  a legal,  valid and binding  obligation  of the Company,
enforceable in accordance with its terms,  subject to applicable  bankruptcy and
similar  laws  affecting  the  rights  of  creditors  generally  and to  general
principles of equity (whether applied at law or equity). The Company is not and,
to Company's Knowledge,  Gannett is not, subject to any judgment,  award, order,
writ, injunction, arbitration decision or decree which prohibits the performance
of the  Gannett  Purchase  Agreement  or  the  consummation  of any  transaction
contemplated  under



                                     - 25 -
<PAGE>

the  Gannett  Purchase  Agreement.  There is no Action  (a)  pending  or, to the
Company's  Knowledge,  threatened against or affecting the Company or (b) to the
Company's  Knowledge,  pending or threatened against or affecting Gannett in any
federal,  state  or  local  court,  or  before  any  Governmental  Authority  or
arbitrator that would adversely  affect the ability of the Company or Gannett to
consummate,  or that would prohibit,  the  transactions  contemplated  under the
Gannett Purchase Agreement related to the Stations.


    3.21   ACCURACY AND COMPLETENESS OF REPRESENTATIONS AND WARRANTIES.

         No representation or warranty made by the Company in this Article 3, to
the  Company's  Knowledge,  contains any untrue  statement of a material fact or
omits a material fact necessary in order to make the  representation or warranty
not misleading.


ARTICLE 4.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         Purchaser represents and warrants to the Company as follows:

    4.1   ORGANIZATION AND STANDING.

         Purchaser is a corporation duly incorporated,  validly existing, and in
good standing under the laws of its  jurisdiction of  incorporation  and has all
requisite corporate power and authority to own, lease and operate its properties
and assets and to conduct its business.

    4.2   BINDING AGREEMENT.

         Purchaser has all requisite corporate power and authority to enter into
this Agreement,  to execute and deliver this Agreement and the other Transaction
Documents,  to  carry  out  its  obligations  hereunder  and  thereunder  and to
consummate the transactions  contemplated hereby and thereby.  The execution and
delivery of this Agreement and the other Transaction  Documents by Purchaser and
the  consummation by Purchaser of its obligations  hereunder and thereunder have
been duly and validly  authorized  by all necessary  corporate  and  stockholder
action on the part of Purchaser. This Agreement has been and, on the Non-License
Transfer Date and the Closing Date,  the other  Transaction  Documents  will be,
duly  executed  and  delivered  on behalf of  Purchaser  and,  assuming  the due
authorization, execution and delivery by the Company, constitutes a legal, valid
and binding



                                     - 26 -
<PAGE>

obligation of Purchaser  enforceable in accordance  with its terms,
subject to  applicable  bankruptcy  and  similar  laws  affecting  the rights of
creditors  generally and to general principles of equity (whether applied at law
or equity).

    4.3   ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS.

         The execution,  delivery and performance by Purchaser of this Agreement
and the other  Transaction  Documents do not and will not (a) violate,  conflict
with or result in the breach or default of any provision of the  certificate  or
articles of incorporation or by-laws of Purchaser,  (b) materially conflict with
or materially violate any material Law or material Governmental Order applicable
to  Purchaser  or any of its  properties  or  assets,  (c)  except  for  (i) the
notification requirements of the HSR Act, (ii) such filings with, and orders of,
the FCC as may be required under the  Communications Act and the FCC's rules and
regulations in connection with this Agreement and the transactions  contemplated
hereby as  provided  for in Section  4.7 hereof  (including  Section  4.7 of the
Disclosure Schedule) or otherwise  hereunder,  and (iii) such matters that would
not reasonably be expected to materially impair or delay the consummation of the
transactions contemplated hereby, require any consent,  approval,  authorization
or other order of,  action by,  registration  or filing with or  declaration  or
notification to any Governmental Authority or any other Person or (d) except for
such matters that would not reasonably be expected to materially impair or delay
the consummation of the transaction  contemplated hereby,  conflict with, result
in any  violation  or breach of,  constitute  a default (or event which with the
giving of  notice,  or lapse of time or both,  would  become a  default)  under,
require  any  consent  under,  or give to  others  any  rights  of  termination,
amendment, acceleration, suspension, revocation or cancellation of, or result in
the creation of any  Encumbrance on any of the  Purchaser's  assets pursuant to,
any note, bond, mortgage or indenture,  contract,  agreement,  lease,  sublease,
license or permit,  or franchise  to which  Purchaser is a party or by which its
assets are bound.

    4.4  LITIGATION.

         Except as described in Section 4.4 of the  Disclosure  Schedule,  there
are no Actions pending or, to Purchaser's knowledge, threatened to be brought by
or before any Governmental Authority, against Purchaser or any of its Affiliates
that (a) seek to question, delay or prevent the consummation of the transactions
contemplated  hereby or (b) would reasonably be expected to affect adversely the
ability of Purchaser to fulfill its  obligations  hereunder,  including  without
limitation, Purchaser's obligations under Articles 1 and 2 hereof.



                                     - 27 -
<PAGE>

    4.5  COMMISSIONS.

         There is no broker or finder or other  Person  who has any valid  claim
against the Company,  Purchaser,  any of their  respective  Affiliates or any of
their respective assets for a commission,  finders' fee,  brokerage fee or other
similar fee in connection with this Agreement, or the transactions  contemplated
hereby,  by virtue of any  actions  taken by on or behalf of  Purchaser,  or its
officers, employees or agents.

    4.6  FINANCING.

         Purchaser  will  at the  Non-License  Transfer  and  the  Closing  have
sufficient  funds  to pay the  amounts  of the  Purchase  Price  payable  at the
Non-License Transfer and the Closing pursuant to this Agreement and otherwise to
satisfy its obligations hereunder.

    4.7  PURCHASER'S QUALIFICATION.

         Except as set forth in  Section  4.7 of the  Disclosure  Schedule,  (a)
Purchaser  does not know of any fact or  circumstance  that could  reasonably be
expected  to result  in a finding  by the FCC that  Purchaser  is not  qualified
legally,  financially  or  otherwise  to be the  licensee of the Stations as its
operations are now being  conducted and (b) except for the FCC's Duopoly Rule, a
waiver  of  which  will  be  requested  by  Purchaser  (or  Purchaser  shall  be
restructured  to comply  with),  Purchaser  does not know of any  policy,  rule,
regulation or ruling of the FCC that could reasonably be expected to be violated
by the acquisition of the Stations by Purchaser.

    4.8  ACCURACY AND COMPLETENESS OF REPRESENTATIONS AND WARRANTIES.

         No  representation  or warranty made by Purchaser in this Article 4, to
the Purchaser's  Knowledge,  contains any untrue statement of a material fact or
omits a material fact necessary in order to make the  representation or warranty
not misleading.


ARTICLE 5.
COVENANTS AND AGREEMENTS.

    5.1  CONDUCT OF THE BUSINESS PRIOR TO CLOSING; ACCESS.

         The Company covenants as follows:



                                     - 28 -
<PAGE>

         (a) Between the date hereof and the Closing,  except as contemplated by
this  Agreement or as described in Section 5.1 of the  Disclosure  Schedule,  or
except  with the  written  consent  of  Purchaser  (which  consent  shall not be
unreasonably  withheld),  the Company will (or will cause  Gannett to the extent
possible  under the Gannett  Purchase  Agreement)  operate  the  Business in the
ordinary  course  of  business  consistent  with  past  practice  and  shall use
commercially reasonable efforts to (i) preserve intact the Business and preserve
the Business's relationships with customers,  suppliers,  licensees,  licensors,
the networks with whom the Stations are  affiliated  and others having  business
dealings with the Stations;  (ii) maintain the Business's inventory of supplies,
parts and other  materials and keep its books of account,  records and files, in
each case in the  ordinary  course of business  consistent  with past  practice;
(iii)  maintain  the  material  items  of Real  Property,  Leased  Property  and
Equipment  substantially  in their  present  condition,  ordinary  wear and tear
excepted;  (iv) pay or discharge all cash and barter obligations in the ordinary
course of business;  (v) bring current as of the day  immediately  preceding the
Transfer Date all payments due and payable under Program Contracts in accordance
with  their  terms as in effect on the date  hereof  (with  respect  to  Program
Contracts existing as of the date hereof) or on the date originally entered into
(with respect to Program Contracts entered into after the date hereof); and (vi)
maintain its corporate existence.

         (b) Without limiting the generality of Section 5.1(a), between the date
hereof and the Closing, except as contemplated by this Agreement or as described
in Section 5.1 of the Disclosure Schedule, or except with the written consent of
Purchaser (which consent shall not be unreasonably withheld,  except in the case
of any consent relating to the entering into of any Program  Contract  providing
for  payments in excess of Thirty  Thousand  Dollars  ($30,000) or having a term
greater  than one (1) year (other than any Program  Contract  that will be fully
satisfied,  discharged  and  performed  prior to the  Closing),  in  which  case
Purchaser may grant or withhold its consent in Purchaser's  absolute  discretion
(and the parties hereto further agree that no such consent unreasonably withheld
shall be taken into account in any  determination  of whether a Material Adverse
Effect has occurred),  and any consent shall be deemed given unless  withheld in
writing no later than three (3)  Business  Days after  Purchaser's  receipt of a
written  request for such  consent),  the Company  will not (and,  to the extent
provided for in the Gannett  Purchase  Agreement,  will cause Gannett not to, to
the extent  possible under the Gannett  Purchase  Agreement) with respect to the
Business:

               (i) create,  assume or subject any of the assets of the  Business
to any Encumbrance,  other than Permitted  Exceptions and Encumbrances that will
be released at or prior to the Non-License Transfer and the Closing;



                                     - 29 -
<PAGE>

              (ii) make  any material changes in the operations of the Business;

             (iii) other than, in each case,  in the ordinary course of business
consistent  with past practice,  sell,  transfer,  lease,  sublease,  license or
otherwise dispose of any material assets of the Business, other than the sale of
obsolete Equipment that has been or is replaced with Equipment of like kind;

              (iv) (A)  grant any  increase,  or announce any  increase,  in the
wages, salaries,  compensation,  bonuses, incentives,  pension or other benefits
payable to any of the  officers or key  employees  of the  Business,  including,
without  limitation,  any increase or change  pursuant to any  Employee  Benefit
Plan,  or (B)  establish  or increase or promise to increase or  accelerate  the
payment or vesting of any benefits under any Employee  Benefit Plan with respect
to  officers  or  employees  of the  Business,  in the case of either (A) or (B)
except (I) as required by Law, (II) that involve only increases  consistent with
the past  practices  of the  Company or Gannett  (or as  otherwise  required  or
allowed  under the  Gannett  Purchase  Agreement,  as the case may be, but in no
event  more  than five  percent  (5%),  (III) as  required  under  any  existing
agreement or arrangement,  (IV) that involve  increases related to promotions to
the  extent  such  increases  result in the  compensation  and  benefits  of the
relevant  employee being consistent with the compensation and benefits  provided
to  the  holder  of  such  position  in  the  past  or (V)  that  relate  to the
supplemental  executive  retirement  plans  identified  in  Section  3.14 of the
Disclosure Schedule;

               (v) make any change in any  method of  accounting  or  accounting
practice or policy  used by the  Company or Gannett in respect of the  Business,
other than as required by law or under GAAP;

              (vi) fail  to  maintain  in  full  force  and  effect  all of  its
existing casualty, liability or other insurance relating to the Stations through
the  Non-License  Transfer and the Closing in amounts at least equal to those in
effect on the date hereof;

             (vii) (A)  amend  the  payment  terms of any  Program  Contract  to
provide that  payments  that would  otherwise  be made prior to the  Non-License
Transfer or the Closing are made after the  Non-License  Transfer or the Closing
or (B) acquire, enter into, modify, change or extend the term of (x) any Program
Contract  providing for payments in excess of Ten Thousand Dollars  ($10,000) or
with a term greater than one year or (y) Program Contracts not subject to clause
(x) that in the aggregate provide for payments in excess of Two Hundred Thousand
Dollars ($200,000);



                                     - 30 -
<PAGE>

            (viii) acquire, enter into, modify, change or extend the term of any
Material  Contract,  provided  that  this  clause  (viii)  will not apply to the
acquisition or entering into of any new Material  Contract not otherwise subject
to clauses  (i) to (vii) or clauses  (ix) to (xv) of this  Section  5.1(b)  with
respect to which all  Liabilities  of the  Company  thereunder  relating  to the
Stations will be fully satisfied, discharged and performed prior to the Transfer
Date with no adverse effect on Purchaser;

              (ix) compromise, settle, grant any waiver or release relating to,
or otherwise  adjust,  any material  Action,  material  Liabilities or any other
material claims or material rights relating to the Stations;

               (x)  enter  into  any  new  agreement,  contract,  commitment  or
arrangement  with  any  Affiliate  of the  Company  that  will be  binding  upon
Purchaser,  the Assets or the  Stations  after the  Non-License  Transfer or the
Closing Date;

              (xi) apply  to the  FCC for any  construction  permit  that  would
adversely affect the Stations present operations, or make any material change in
the Stations buildings, leasehold improvements, or fixtures;

             (xii) except with respect to promotion during ratings sweep periods
(which shall not be subject to this clause (xii)),  enter into any trade, barter
or similar agreements (other than Program Contracts) for the sale of advertising
time that would be binding on the  Stations or Purchaser  after the  Non-License
Transfer or the  Closing for any  property or services in lieu of or in addition
to cash that  requires  the  provision  of  broadcast  time  having a value that
exceeds Ten  Thousand  Dollars  ($10,000)  in any  individual  agreement  or Two
Hundred Thousand Dollars ($200,000) in the aggregate;

            (xiii) take  any action,  or refrain  from taking  any action,  that
would constitute a material breach of, constitute a default (or event which with
the giving of notice,  or lapse of time or both,  would become a default) under,
or  give  to  others  any  rights  of  termination,   amendment,   acceleration,
suspension, revocation or cancellation of, any Material Contract;

             (xiv) enter into  or renew any  time sales agreement  except in the
ordinary course of business for a term not exceeding twelve (12) months; or

              (xv) enter into any agreement, contract, commitment or arrangement
to do any of the foregoing.



                                     - 31 -
<PAGE>

         (c) Pending  the  Non-License  Transfer  and the  Closing,  the Company
shall:

               (i) to the extent  allowed by Gannett under the Gannett  Purchase
Agreement or  otherwise,  give to Purchaser and its  representatives  reasonable
access during normal business hours to all of the employees,  properties,  books
and records of Gannett or the Company  that relate to the  Stations  and, to the
extent  available from, or allowed by, Gannett  pursuant to the Gannett Purchase
Agreement or  otherwise,  furnish  Purchaser and its  representatives  with such
information  concerning  the  Stations  as  Purchaser  may  reasonably  require,
including such access and cooperation as may be necessary to allow Purchaser and
its representatives to interview the employees, to examine the books and records
of the Stations,  and to inspect the Real Property and Equipment (which right of
access shall not be exercised in any way which would unreasonably interfere with
the normal operations, business or activities of the Stations);

              (ii) to the extent allowed  by Gannett under the Gannett  Purchase
Agreement or otherwise,  cooperate in all reasonable  respects with  Purchaser's
request to conduct an audit of the  financial  information  of the  Stations  as
Purchaser may reasonably  determine is necessary to satisfy  Purchaser's  senior
lenders and Purchaser's  public company reporting  requirements  pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 including, without
limitation,  (A) using commercially  reasonable efforts to obtain the consent of
the auditors of Gannett and/or the Company to permit  Purchaser and  Purchaser's
auditors to have access to such  auditors'  work papers,  (B) consenting to such
access by  Purchaser  and (C) using  commercially  reasonable  efforts  to cause
Gannett  to  execute  and  deliver  to  Purchaser's  independent  auditors  such
customary  management  representation  letters as the  auditors may require as a
condition to such  auditors  ability to deliver an  unqualified  report upon the
audited financial statements of the Stations;

             (iii) to the  extent  provided by Gannett  pursuant to  the Gannett
Purchase  Agreement or otherwise,  furnish to Purchaser  within twenty (20) days
after the end of each month ending  between the date of this  Agreement  and the
Transfer  Date an unaudited  statement of income and expense and a balance sheet
for the Stations for the month just ended; and

              (iv) to the  extent  provided  by Gannett  pursuant to the Gannett
Purchase  Agreement or otherwise,  from time to time,  furnish to Purchaser such
additional  information  (financial  or  otherwise)  concerning  the Stations as
Purchaser may reasonably  request (which right to request  information shall not
be  exercised  in any way which  would  unreasonably  interfere  with the normal
operations, business or activities of the Stations).



                                     - 32 -
<PAGE>

         (d) The Company will  deliver to  Purchaser,  within ten (10)  Business
Days  after  delivery  or  receipt,  copies  of  any  reports,  applications  or
communications to or from the FCC or its staff related to the Stations which are
delivered or received between the date of the Gannett Purchase Agreement and the
Transfer Date.

    5.2  POST-CLOSING COVENANTS AND AGREEMENTS, AND OTHER EMPLOYEE
         BENEFIT MATTERS.

         (a) Purchaser shall at all reasonable times after reasonable  notice to
Purchaser  from and after the Transfer Date,  make  available  without cost, for
inspection  and/or  copying by the Company and any Person that was a stockholder
of  Gannett  during  any of the tax  years  (or  portions  thereof)  immediately
preceding  the  closing  under  the  Gannett  Purchase  Agreement  for which the
relevant statute of limitations  (including any waiver thereof) has not expired,
or their  respective  representatives,  the books and  records  of the  Business
transferred  to Purchaser  from the Company at the  Non-License  Transfer or the
Closing,  as the case may be.  Such  books and  records  shall be  preserved  by
Purchaser  until the later of the closing by tax audit of, or the  expiration of
the relevant statute of limitations  (including any waiver thereof) with respect
to, all open tax periods of Gannett and such stockholders prior to and including
the time  immediately  prior to the  Transfer  Date.  After the period set forth
above,  Purchaser  may destroy the books and records in its  possession  unless,
before  expiration of such notice  period the Company  objects in writing to the
destruction of any or all of such books and records,  in which case,  such books
and records shall be delivered to the Company.  Notwithstanding  the  foregoing,
Purchaser  shall  continue to preserve  and, at all  reasonable  times after the
Transfer Date, to make available  without cost, for inspection and/or copying by
any Person  that was a trustee or other  fiduciary  under the  Employee  Benefit
Plans  identified in Section  5.2(a) of the Disclosure  Schedule,  the books and
records of such Employee  Benefit Plan transferred to Purchaser from the Company
at the  Non-License  Transfer or the Closing,  as the case may be, and the books
and records of the Business relating thereto.

         (b) At least five (5)  Business  Days prior to the Transfer  Date,  the
Company shall provide to Purchaser a true and complete list of the names, titles
and annual compensation of each of the employees  (including inactive employees)
of the Stations. Effective as of the Transfer Date, except for such employees of
the Stations which are retained by the Company pursuant to the terms of the Time
Brokerage  Agreement  who shall be offered  employment  by  Purchaser  as of the
Closing Date,  and the employees  identified in Section 5.2(b) of the Disclosure
Schedule (the "EXCLUDED  EMPLOYEES"),  Purchaser  shall offer  employment to all
then employees of the Stations,  on such terms and conditions as Purchaser shall




                                     - 33 -
<PAGE>

establish  (except  that base cash  compensation  shall be  comparable  to their
existing  base  cash  compensation),  subject  to the  terms  of any  collective
bargaining   agreement  assumed  by  Purchaser  under  Section  5.2(e)  and  any
employment  agreements  with  specific  Business  Employees,  and  shall  assume
responsibility for all inactive employees of the Stations,  subject to the terms
of  this  Section  5.2 and  the  collective  bargaining  agreements  assumed  by
Purchaser  under Section  5.2(e);  provided,  however,  that any employee of the
Stations  who is not  actively  employed on the  Transfer  Date shall be offered
employment  by Purchaser  following the end of any inactive  period  (whether on
account of leave, layoff,  injury or disability) but only to the extent that the
Company would have been obligated to offer active employment to such person upon
the  end  of  such  inactive  period  under  the  Gannett  Purchase   Agreement.
Notwithstanding the foregoing,  Purchaser shall not have any obligation to offer
employment  to  any  employees  of  the  Corporate  Office   ("CORPORATE  OFFICE
EMPLOYEES"),  as described in Section 5.2(b) of the Disclosure Schedule. Nothing
in this  Section  5.2(b)  is  intended  to limit the  ability  of  Purchaser  to
terminate the employment of any employee after the Transfer Date.

         (c)  Subject  to  applicable  law  and  the  terms  of  any  collective
bargaining agreement assumed pursuant to this Agreement, if any, Purchaser shall
establish  and maintain for a period of one (1) year after the Transfer  Date or
the term of their  employment by Purchaser,  whichever is less, for employees of
the Stations as of the Transfer Date,  benefits  that, in the aggregate,  are no
less  favorable  than the benefits  maintained  by the  Purchaser  for similarly
situated  employees of Purchaser,  provided that the foregoing will not prohibit
or in any manner restrict  Purchaser from terminating or changing the individual
terms of  employment of any Business  Employee or require  Purchaser to maintain
any specific benefits or Employee Benefit Plans.  Purchaser shall give employees
of the  Stations  as of the  Transfer  Date and  former  and  inactive  Business
Employees  credit for their service with the Company and Gannett or any of their
Subsidiaries  prior to the Transfer  Date,  to the same extent that such service
would have been  credited by Purchaser  (if they had been  employed by Purchaser
for such period of service),  for all purposes under all employee  benefit plans
or  arrangements  maintained  by  Purchaser  for  current,  former and  inactive
Business  Employees  (including  any waiting  periods).  In addition,  Purchaser
shall,  if applicable,  (i) cause any  pre-existing  condition  limitation to be
waived  and  (ii)  give  effect,  in  determining  any  deductible  and  maximum
out-of-pocket  limitations,  to claims incurred and amounts paid by, and amounts
reimbursed to current,  former and inactive  Business  Employees with respect to
similar plans maintained by the Company or Gannett prior to the Transfer Date.

         (d)  Purchaser  will assume and indemnify and hold harmless the Company
Indemnified  Parties against all Liabilities with respect to severance



                                     - 34 -
<PAGE>

benefits  arising in connection  with or following the Transfer Date pursuant to
the  agreements  set forth in  Sections  3.14.1  and  3.14.2  of the  Disclosure
Schedule  (subject  to the right of  recovery  set  forth in  Section  5.9),  or
pursuant  to any  collective  bargaining  agreement  or  other  agreements  with
Business  Employees assumed either pursuant to this Agreement or by operation of
law.  With respect to all current and inactive  Business  Employees  immediately
prior to the  Transfer  Date not  covered by the  agreements  referenced  in the
immediately  preceding sentence,  (i) for a period ending not less than one year
after the Transfer Date, Purchaser will provide such Business Employees with the
same severance  benefits as Purchaser  provides for similarly situated employees
of Purchaser  (which benefits,  as of the date hereof,  are described in Section
5.2(d) of the Disclosure  Schedule) and (ii) Purchaser will assume and indemnify
and hold harmless the Company  Indemnified  Parties against all Liabilities with
respect  to  severance  benefits  of  Purchaser  arising in  connection  with or
following the Transfer Date.

         (e) From and after the Transfer Date, Purchaser shall assume all of the
collective  bargaining agreements and labor union contracts described in Section
5.2(e) of the Disclosure Schedule  (including,  without limitation,  pursuant to
the specified  provisions of the collective  bargaining  agreements set forth in
Section  5.2(e)  of the  Disclosure  Schedule)  with  respect  to  any  Business
Employees existing immediately prior to the Transfer Date.

         (f)  From  and  after  the  Transfer  Date,   Purchaser   shall  assume
responsibilities  of all Employee  Benefits Plans described in Section 5.2(f) of
the Disclosure Schedule that provide  post-retirement  life insurance or health,
or  short-term  or  long-term  disability  benefits and be  responsible  for any
benefits under such Employee  Benefit Plans (i) to which any current,  former or
inactive Business Employee, or a beneficiary or dependent of any current, former
or inactive Business Employee  ("BENEFICIARY"),  has already become entitled, or
(ii) to which any  current,  former or inactive  Business  Employee  has already
become  qualified by reason of age and years of service as of the Transfer Date,
to the extent such persons are  identified in Section  5.2(f) of the  Disclosure
Schedule  (which  section  shall be updated,  if necessary,  at the  Non-License
Transfer or the  Closing,  as  applicable).  From and after the  Transfer  Date,
Purchaser shall also pay to the Business  Employees  listed in Section 5.2(f) of
the Disclosure Schedule the supplemental  retirement benefits provided under the
applicable Gannett supplemental retirement plan.

         (g) From and after the  Transfer  Date,  Purchaser  shall assume and be
responsible  for  any  workers'  compensation  benefits  payable  to a  Business
Employee,  Beneficiary  or  dependent  of a  Business  Employee  on or after the
Transfer Date,  including any such benefits that are  attributable to any injury
or



                                     - 35 -
<PAGE>

illness that  occurred or existed  prior to the Transfer  Date to the extent not
covered by the Company's workers' compensation insurance policy.

         (h) For a period of ninety (90) days after the Transfer Date, Purchaser
shall not implement any employment terminations,  layoffs or hours reductions or
take any other action which could result in a "plant  closing" or "mass layoff",
as those terms are defined in the Worker Adjustment and Retraining  Notification
Act of 1988 ("WARN") or similar events under applicable state law,  affecting in
whole or in part any  facility,  site of  employment  or operating  unit, or any
employee  employed by the Stations,  or which could require either  Purchaser or
the  Company  to give  notice  or take  any  other  action  required  by WARN or
applicable state law.

         (i) From and  after the  Transfer  Date,  Purchaser  shall  assume  the
Company's  and  Gannett's  obligations  and  liabilities  with  respect to COBRA
continuation  coverage  under Section 4980B of the Code and Section 601 of ERISA
("CONTINUATION  COVERAGE") with respect to Business  Employees and shall provide
Continuation  Coverage to the Business  Employees under  Purchaser's  health and
medical  plans (A) with respect to any Business  Employees  who remain  employed
with either the Company or Gannett  through the Transfer  Date,  for a period of
eighteen  (18) months after the  Transfer  Date or, if earlier,  until  becoming
eligible for comparable  coverage from another  employer and (B) with respect to
any Business  Employees  whose  employment  shall have  terminated  prior to the
Transfer  Date,  for remainder of the period with respect to which  Continuation
Coverage would otherwise have been available to them had the Company or Gannett,
as the case may be,  continued to maintain a group health plan;  provided,  that
consistent  with the  Continuation  Coverage,  Purchaser shall have the right to
charge  each  Business  Employee  for such  Business  Employee's  portion of any
Continuation Coverage.

    5.3  COOPERATION.

         Following  the execution of this  Agreement,  Purchaser and the Company
agree as follows:

         (a) The parties and their  Affiliates  shall each use their  reasonable
efforts,  and shall  cooperate  fully  with  each  other in  preparing,  filing,
prosecuting,  and taking any other  actions with respect to, any filings  (other
than  filings  with the FCC,  which  are  provided  for in  clause  (b)  below),
applications,  requests,  or actions which are or may be necessary to obtain the
consents,  approvals,   authorizations  or  other  orders  of  any  Governmental
Authority which are or may be necessary in order to accomplish the  transactions
contemplated  by this  Agreement;  and,  without  limiting the generality of the
foregoing,   the  parties  and  their  Affiliates  shall  use



                                     - 36 -
<PAGE>

their  respective  reasonable  efforts  to  prepare  and  file  as  promptly  as
practicable,  but in any event no later  than five (5)  Business  Days after the
date hereof  (unless the Company  designates in writing that the filing shall be
delayed to a date no later than the first (1st) Business Day after the Diligence
Termination Deadline), all of the information called for in the Notification and
Report Form required under the HSR Act and to prepare and file any  supplemental
information,  also in a timely  fashion,  which may be  required  by the  United
States  Department of Justice or the Federal Trade  Commission  pursuant to such
Notification  and Report Form  Filings,  and  otherwise to use their  respective
reasonable efforts to obtain the requisite clearances.

         (b) The parties and their  Affiliates  shall  cooperate fully with each
other in  preparing,  filing,  prosecuting,  and taking any other  actions  with
respect to filings with the FCC related to the transactions contemplated by this
Agreement, including, without limitation,  preparation of an application for the
assignment  of all of the FCC Licenses to Purchaser and any filings by Purchaser
requesting  temporary  waivers  for no more  than  nine (9)  months of the FCC's
applicable  ownership  rules  necessary to permit the parties to consummate  the
transactions contemplated by this Agreement. As promptly as practicable,  but in
any event not later than ten (10) Business Days after the Diligence  Termination
Deadline,  the Company and Purchaser shall jointly file the application with the
FCC  requesting  the FCC Consent,  including,  without  limitation,  requesting,
consenting to, and taking and otherwise  seeking any action in connection with a
conditional  waiver of the FCC's Duopoly Rule.  The Company and Purchaser  shall
use their respective reasonable best efforts,  diligently take all necessary and
proper  actions and provide any additional  information  requested by the FCC in
order to obtain promptly the FCC Consent.  Notwithstanding  the foregoing or any
other provision of this Agreement, neither Purchaser nor its officers, directors
or Affiliates shall request a permanent waiver of the FCC's applicable ownership
rules or request,  consent to, take or otherwise  seek or pursue any action that
is  inconsistent  with the  transactions  contemplated by this Agreement or that
reasonably  could be expected to materially  impede or materially  delay the FCC
Consent or otherwise  materially  impede or materially delay the consummation of
the  transactions  contemplated  by  this  Agreement;  and  the  receipt  of any
permanent  waiver of the  foregoing  FCC rules shall not be a  condition  to the
obligation  of Purchaser to consummate  the  transactions  contemplated  hereby.
Neither Purchaser nor any of its officers, directors or Affiliates will take any
action  that would  result in any change in the matters set forth in Section 4.7
hereof  that would  reasonably  be  expected to  materially  delay or  otherwise
materially   impair   Purchaser's   ability  to  consummate   the   transactions
contemplated  hereby.  After the date hereof,  Purchaser or its  Affiliates  may
enter into transactions that implicate the FCC multiple  ownership



                                     - 37 -
<PAGE>

rules  so long  as  such  transactions  would  not  reasonably  be  expected  to
materially impede or materially delay the Closing

         (c) (i) If Purchaser  (or its  Affiliates)  or the Company  receives an
administrative  or other  order or  notification  relating to any  violation  or
claimed  violation  of  the  rules  and  regulations  of  the  FCC,  or  of  any
Governmental  Authority,  that could affect Purchaser's or the Company's ability
to consummate the transactions contemplated hereby, or (ii) should Purchaser (or
its  Affiliates)  become  aware  of any fact  (including  any  change  in law or
regulations  (or  any  interpretation  thereof  by  the  FCC))  relating  to the
qualifications of Purchaser (and its controlling  persons) that reasonably could
be expected to cause the FCC to withhold the FCC Consent, Purchaser (in the case
of  clauses  (i) and  (ii)) or the  Company  (in the case of clause  (i))  shall
promptly  notify the other party or parties thereof and shall use its reasonable
best  efforts  to take  such  steps  as may be  necessary  to  remove  any  such
impediment  to the  transactions  contemplated  by this  Agreement;  and no such
notification  shall affect the  representations  or warranties of the parties or
the conditions to their respective obligations hereunder.

         (d) The parties shall each use their  reasonable best efforts to obtain
as  promptly  as  reasonably  practical  all  consents  that may be  required in
connection with the assignment to the Purchaser at the Non-License  Transfer and
the Closing,  as applicable,  of all the Company's right,  title and interest in
and to all Material  Contracts  as such are acquired by the Company  pursuant to
the Gannett Purchase Agreement and all other agreements of the Business to which
the  Company or Gannett is a party,  provided  that (i)  neither the Company nor
Purchaser  shall  be  required  to make  any  payment  to any  party to any such
Material Contract or other agreement in order to obtain any such consent (except
the Company agrees to pay any amounts  outstanding as of the Transfer Date under
any such Material Program Contracts as provided for in Section 5.1(a)(v).

         (e) To  the  extent  that  there  are  third-party  insurance  policies
maintained  by Gannett  covering  any Claims or Damages  relating to the assets,
business,  operations,  conduct and employees  (including,  without  limitation,
former  employees)  of the  Business  arising out of or relating to  occurrences
prior to the Transfer  Date,  the Company  shall use all  reasonable  efforts to
cause  Purchaser  to be named as an  additional  insured  with  respect  to such
policies.

         (f) Subject to the terms and conditions of this Agreement,  each of the
parties agrees to use its reasonable  efforts to take, or cause to be taken, all
actions  and to do,  or  cause to be  done,  all  things  necessary,  proper  or
advisable to  consummate  and make  effective the  Non-License  Transfer and the
Closing and the other transactions contemplated hereby as soon as practicable.



                                     - 38 -
<PAGE>

    5.4  CONFIDENTIALITY.

         (a) The terms of the Confidentiality Agreement by and between Purchaser
and the Company are herewith  incorporated  by reference  and shall  continue in
full force and effect as between Purchaser and the Company at all times prior to
the  Transfer  Date,  and shall  remain in effect as between  Purchaser  and the
Company in accordance with its terms even if this Agreement is terminated.

         (b) Before  and after the  Transfer  Date,  each of the  parties  shall
maintain the confidentiality of the financial and tax information of the Persons
other than the Company in the  possession  of the Company under terms similar to
those set forth in the  Confidentiality  Agreement by and between  Purchaser and
the Company with respect to "Evaluation Material" as though such terms continued
after the Transfer Date.

    5.5  PUBLIC ANNOUNCEMENTS.

         Except as otherwise required by law or the rules of any stock exchange,
the form and substance of the initial public  announcement of this Agreement and
the transactions  contemplated hereby, and the time of such announcement,  shall
be approved in advance by the parties and the parties  shall not issue any other
report,  statement or press  release or otherwise  make any public  announcement
with respect to this Agreement and the transactions  contemplated hereby without
prior consultation in good faith with the other party hereto.

    5.6  NO SOLICITATION.

         The  Company  shall  not,  and  shall  cause its  officers,  directors,
representatives,  affiliates and  associates not to, (a) initiate  contact with,
solicit,  encourage or respond to any  inquiries  or proposals  by, or (b) enter
into any discussions or negotiations with, or disclose,  directly or indirectly,
any information concerning,  the Business, the Assets or the Stations, or afford
any access to the  Company's or Gannett's  properties,  books and records to any
Person in connection with any possible proposal for the acquisition (directly or
indirectly,  whether by purchase, merger,  consolidation or otherwise) of all or
substantially  all of the  Business,  the Assets or the  Stations.  The  Company
agrees to terminate immediately any such discussions or negotiations.

    5.7  EMPLOYEES.

         From and after the date hereof to the first anniversary of the Transfer
Date,  neither the Company,  nor any of its  Affiliates  shall  solicit or offer
employment to or hire or employ or otherwise  compensate  any employee or former
employee



                                     - 39 -
<PAGE>

(who  is an  employee  of a  Station  as of the  date  hereof)  of the  Stations
(including any individual who may become employed during the one (1) year period
following the Transfer Date) at any other location;  provided, however, that the
foregoing  shall not apply to the  Excluded  Employees,  or to any employee of a
Station who is terminated by Purchaser without cause after the Transfer Date.

    5.8  NO ADDITIONAL REPRESENTATIONS.

         Purchaser  acknowledges  that  it and  its  representatives  have  been
permitted  access to books and  records,  facilities,  equipment,  tax  returns,
contracts and agreements,  insurance policies (or summaries thereof),  and other
properties  and assets of the Stations  and that they and their  representatives
have had an  opportunity  to meet with the officers and employees of the Company
to discuss the  Stations  and the  Business,  properties  and assets.  PURCHASER
ACKNOWLEDGES  THAT  NEITHER  THE  COMPANY  NOR ANY  OTHER  PERSON  HAS  MADE ANY
REPRESENTATION  OR  WARRANTY,  EXPRESSED  OR  IMPLIED,  AS TO  THE  ACCURACY  OR
COMPLETENESS OF ANY INFORMATION  REGARDING THE STATION OR THE BUSINESS FURNISHED
OR MADE AVAILABLE TO PURCHASER AND ITS  REPRESENTATIVES  EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT.

    5.9  CERTAIN PAYMENTS.

         (a)  Pursuant  to the  terms of the  Gannett  Purchase  Agreement,  the
Company  has  certain  rights and  obligations  with  respect  to the  Severance
Agreements  listed in Sections  3.14.1 and 3.14.2 of the Disclosure  Schedule of
the Gannett Purchase Agreement,  which Severance Agreements include those listed
in  Sections  3.14.1  and 3.14.2 of the  Disclosure  Schedule  hereto  (the "STC
SCHEDULED SEVERANCE AGREEMENTS").  Promptly, but in no event later than five (5)
Business  Days  prior to any  payment  due  under  the STC  Scheduled  Severance
Agreements  to any employee of the  Stations  terminated  by Purchaser  prior to
ninety (90) days after the closing  date under the Gannett  Purchase  Agreement,
Purchaser  shall  notify the Company of the amount to be paid to such  employee,
and the Company shall make the payment to such  terminated  employee as provided
by the STC Scheduled Severance Agreements (a "STC SEVERANCE PAYMENT");  provided
that the  maximum  amount  that the  Company  shall be  required  to pay for all
Business  Employees as defined  hereunder  pursuant to this  Section 5.9,  after
reimbursement  from  the  Purchaser  in the  succeeding  sentence,  shall be the
greater  of  (i)  Two  Hundred   Twenty  Two   Thousand   Ninety-Seven   Dollars
($222,097.00),  or (ii) Eight Hundred Fifty Thousand Dollars ($850,000.00) minus
all amounts  reimbursed by Gannett to the Company  pursuant to Section 5.8(a) of
the Gannett  Purchase  Agreement for all the Gannett  Television  Stations other
than the Stations.  Within five (5) Business Days after the Company makes an STC
Severance Payment,



                                     - 40 -
<PAGE>

Purchaser  shall  reimburse the Company for fifty percent (50%) of the amount of
such payment.  In addition to any  reimbursement by Purchaser under this Section
5.9, to the extent provided by Section 5.8(a) of the Gannett Purchase Agreement,
the  Company  will be  entitled  to  reimbursement  as  provided  by the Gannett
Purchase  Agreement,  and  nothing in this  Agreement  or the  Gannett  Purchase
Agreement  shall  be  construed  to give  Purchaser  any  right of  recovery  to
Purchaser pursuant to Section 5.8(a) of the Gannett Purchase Agreement.

         (b)  Pursuant  to Section  5.8(b) of the  Gannett  Purchase  Agreement,
Gannett will cease operations and vacate the Gannett Corporate Offices,  and the
Company has agreed that it will pay,  indemnify,  and hold harmless Gannett from
and against fifty percent  (50%) of all Claims and Damages  (including,  without
limitation,  all rent or other  payments made under the  Corporate  Office Lease
arising  out of or relating to the  Corporate  Office  Lease) to the extent such
Claims  and  Damages  arise  out of or  relate  to (x)  the  termination  of the
Corporate  Office Lease or (y) the  post-closing  period after the date in which
the Corporate Office Employees cease using the Corporate  Office.  Such payments
by the Company  thereunder are required under the Gannett Purchase  Agreement to
be made by the Company as the related  Claims and Damages are  incurred.  To the
extent the  Company  is  required  to make any such  payments,  Purchaser  shall
reimburse  and pay over to the Company  26.13% of all such  payments made by the
Company (up to the maximum amount of $52,258). Purchaser acknowledges and agrees
that Gannett may terminate  the Corporate  Office Lease on such terms as Gannett
shall  determine  and  otherwise  take such  action  as  Gannett  determines  in
connection with Gannett vacating the Corporate Office.

    5.10  BULK SALES LAWS.

         The parties agree to waive  compliance  with the provisions of the bulk
sales law of any  jurisdiction.  The Company will  indemnify  and hold  harmless
Purchaser  from and  against  any and all  Liabilities  which may be asserted by
third parties against Purchaser as a result of such noncompliance.

    5.11 CONTROL OF THE STATIONS.

         Prior to the Closing Date, control of the Stations (including,  without
limitation, control over their finances, personnel and programming) shall remain
with the  Company or  Gannett,  as the case may be. The  Company  and  Purchaser
acknowledge and agree that neither Purchaser nor any of its employees, agents or
representatives,  directly  or  indirectly,  shall,  or shall have any right to,
control,  direct or otherwise  supervise the Stations,  it being understood that
supervision of all programs,  equipment,  operations and other activities of the
Stations  shall be the sole  responsibility  of,  and at all times  prior to the
Closing Date remain under the



                                     - 41 -
<PAGE>

complete control and direction of, the Company or, if prior to the closing under
the Gannett Purchase Agreement, Gannett.

    5.12 USE OF CERTAIN NAMES.

         After the Transfer  Date,  neither  Purchaser nor any of its Affiliates
shall use "Sinclair",  "Sinclair Broadcast",  "Sinclair  Television",  "Sinclair
Communications",  "Guy  Gannett",  "Gannett",  or any  name or term  confusingly
similar to the "Sinclair"  names in any corporate name or in connection with the
operation of any business.

    5.13 NEWS SHARING ARRANGEMENTS.

         (a) The Company and Purchaser  shall use  commercially  reasonable  and
good faith  efforts to enter into a news sharing  agreement  with  Purchaser for
sharing of news operations between television station WEYI-TV,  Flint, Michigan,
and WSMH-TV,  Flint,  Michigan in a form of agreement to be mutually agreed upon
by Purchaser  and the Company prior to the  Diligence  Termination  Deadline and
consistent  with  Section  5.13 of the  Disclosure  Schedule.  If  prior  to the
Diligence  Termination Deadline the parties cannot agree on a form of a mutually
acceptable news share agreement for WSMH-TV,  (i) the Company shall be entitled,
in the  Company's  sole and absolute  discretion,  to terminate  this  Agreement
pursuant to Section  10.1(a)(iii),  and (ii) the Purchaser shall be entitled, in
the Purchaser's sole and absolute discretion,  to terminate, upon written notice
to the  Company,  the  Purchaser's  obligations  under this  Section 5.13 (a) or
otherwise to provide news sharing arrangements for WSMH-TV as provided herein.

         (b) The Company and Purchaser  shall use  commercially  reasonable  and
good faith efforts to enter into a mutually  acceptable  news sharing  agreement
for  sharing  of news  operations  between  WUHF-TV,  Rochester,  New York,  and
WROC-TV,  Rochester, New York, in a form of agreement to be mutually agreed upon
by Purchaser  and the Company prior to the  Diligence  Termination  Deadline and
consistent  with  Section  5.13 of the  Disclosure  Schedule.  If  prior  to the
Diligence  Termination Deadline the parties cannot agree on a form of a mutually
acceptable news share agreement for WUHF-TV,  (i) the Company shall be entitled,
in the  Company's  sole and absolute  discretion,  to terminate  this  Agreement
pursuant to Section  10.1(a)(iii),  and (ii) the Purchaser shall be entitled, in
the Purchaser's sole and absolute discretion,  to terminate, upon written notice
to the  Company,  the  Purchaser's  obligations  under this  Section 5.13 (b) or
otherwise to provide news sharing arrangements for WUHF-TV as provided herein.



                                     - 42 -
<PAGE>

    5.14 RIGHTS UNDER THE GANNETT PURCHASE AGREEMENT.

         The Company covenants and agrees with Purchaser as follows with respect
to the Company's rights and obligations under the Gannett Purchase Agreement:

         (a) The Company  shall  enforce all of the  Company's  rights under the
Gannett Purchase Agreement or any opinions of counsel delivered pursuant thereto
at  Purchaser's  request as such rights  pertain to the Stations and the Assets,
including,  without  limitation,  causing  Gannett to act in conformity with the
Gannett Purchase  Agreement and requiring Gannett to conduct the business of the
Stations in the ordinary  course of business in accordance with the terms of the
Gannett Purchase Agreement  (including,  without  limitation,  the provisions of
Section 5.1 of the Gannett  Purchase  Agreement),  and to the extent  consistent
with the foregoing,  in the same manner in which the same have  heretofore  been
conducted with the intent of preserving  the ongoing  operations and business of
the Stations.  This  covenant  shall  survive the  Non-License  Transfer and the
Closing  for the  period  that the  Company  has any  rights  under the  Gannett
Purchase Agreement or any opinions of counsel delivered pursuant thereto.

         (b) The Company  shall use the  Company's  reasonable  best  efforts to
close the transactions  contemplated by the Gannett  Purchase  Agreement as they
pertain to the Stations in a timely  fashion  consistent  with the terms of such
agreement and shall notify  Purchaser in writing of the date,  time and place of
the closing under the Gannett Purchase Agreement at least ten (10) days prior to
the date of such closing;  provided,  however,  that the Company shall not waive
any of its rights or  conditions  under the Gannett  Purchase  Agreement as they
pertain to any of the Stations (including, without limitation, any conditions to
the obligations of the Company to consummate the transactions  under the Gannett
Purchase  Agreement),  or  enter  into  any  amendment  or  modification  to any
provisions of the Gannett  Purchase  Agreement that affects the Company's rights
or conditions thereunder with respect to any of the Stations.  The Company shall
enforce the Company's  rights to the fullest  extent  possible under the Gannett
Purchase  Agreement as such rights  pertain to the  Stations,  unless  otherwise
directed by Purchaser.

         (c)  To  the  extent  that  the  Company   receives   notifications  or
information from Gannett with respect to the Stations under the Gannett Purchase
Agreement  or  otherwise  becomes  aware of any  breach  of any  representation,
warranty,  covenant or agreement in the Gannett Purchase Agreement, in each case
with respect to the Stations,  the Company shall promptly  notify  Purchaser and
provide such  information  to Purchaser,  and  thereafter  use  reasonable  best
efforts to  enforce,  perform or waive any  provision  of the  Gannett  Purchase
Agreement



                                     - 43 -
<PAGE>

pertaining  to the  Stations  as  may  reasonably  be  requested  by  Purchaser;
provided,  that  the  Company  shall  not be  obligated  to take any  action  at
Purchaser's  request  inconsistent  with its  rights and  obligations  under the
Gannett Purchase Agreement.

         (d) Any  proceeds  received  by the  Company  from the  exercise of the
Company's rights which relate to the Stations against Gannett and its respective
Affiliates  shall be paid over to  Purchaser  within five (5)  Business  Days of
receipt by the Company,  less any  reasonable  costs and expenses of enforcement
incurred by the Company in such exercise.

         (e) Subject to the  provisions  of the Time  Brokerage  Agreement,  the
Company shall cooperate with Purchaser in connection with the Company's  review,
analysis and  monitoring of the Assets,  the Business and the  operations of the
Stations to the end that an  efficient  transfer of the Assets and the  Business
may be made at the  Non-License  Transfer and the Closing and the operations and
the business of the Stations may continue on an uninterrupted basis. The Company
shall obtain  Purchaser's  consent prior to the exercise of the Company's rights
under the Gannett  Purchase  Agreement  as such rights  pertain to the  Stations
(other  than the  right to  consummate  the  acquisition  of the  Stations  upon
satisfaction of all conditions  thereto).  In addition to providing  information
required  hereunder  or  reasonably  requested,  the Company  agrees to promptly
notify  Purchaser of any material  problems or developments of which the Company
becomes aware with respect to any Assets or the Business.


ARTICLE 6.  CONDITIONS TO OBLIGATIONS OF PURCHASER.

         The   obligations   of  Purchaser  to   consummate   the   transactions
contemplated  by this  Agreement  to occur at the  Non-License  Transfer and the
Closing are, at its option,  subject to  satisfaction  of each of the  following
conditions:

    6.1  REPRESENTATIONS AND WARRANTIES.

         The  representations  and  warranties of the Company  contained  herein
shall be true and  correct  at and as of the  Non-License  Transfer  Date or the
Closing Date, as  applicable,  as though each such  representation  and warranty
were made at and as of such time, other than such representations and warranties
as are made as of a specific  date,  in each case  except for  changes  that are
expressly contemplated by this Agreement and except for such failures to be true
and correct  that would not  reasonably  be expected to have a Material  Adverse
Effect.



                                     - 44 -
<PAGE>

    6.2  PERFORMANCE BY THE COMPANY.

         All of the covenants  and  agreements to be complied with and performed
by the Company on or before the  Non-License  Transfer Date or the Closing Date,
as  applicable,  shall have been  complied  with or  performed,  except for such
failures to comply with or perform that would not reasonably be expected to have
a Material Adverse Effect.

    6.3  CERTIFICATES.

         The Company shall have delivered to Purchaser (a) a certificate,  dated
as of the Non-License Transfer Date or the Closing Date, as applicable, executed
on  behalf of the  Company  by its duly  authorized  officers  to the  effect of
Sections 6.1, 6.2 and 6.12; and (b) a certificate,  dated as of the  Non-License
Transfer  Date or the Closing  Date,  as  applicable,  executed on behalf of the
Company by its duly authorized  officers that (i) the Company has not waived any
of the Company's rights or any conditions under the Gannett Purchase  Agreement,
(ii) the Company has not breached the Gannett Purchase Agreement in any material
respect and, to the  Company's  knowledge,  Gannett has not breached the Gannett
Purchase  Agreement in any material  respect,  and (iii) the  acquisition of the
Stations by the Company from Gannett has been consummated in accordance with the
terms and conditions of the Gannett Purchase Agreement.

    6.4  CONSENTS; NO OBJECTIONS.

         (a) The applicable waiting periods under the HSR Act shall have expired
or been terminated;

         (b) The parties shall have received all the  authorizations,  consents,
orders and  approvals  from  Governmental  Authorities  and consents  from third
parties,  in each case  listed or  described  in Section  6.4 of the  Disclosure
Schedule  (which Section  includes all of the real estate leases for the towers,
transmitters and television  broadcasting studios of the Stations and all of the
network affiliation agreements of the Stations); and

         (c) The  parties  shall have  received  all  authorizations,  consents,
orders and approvals  from  Governmental  Authorities  necessary to transfer the
material  Permits  relating to the  operation  of the towers,  transmitters  and
television  broadcasting  studios  of  the  Stations,  as  such  facilities  are
operating on the date  hereof,  except in each case where the failure to receive
such  authorizations,  consents,  orders or approvals  would not  reasonably  be
expected to materially  adversely affect the operations of such  facilities,  or
where  such  authorizations,



                                     - 45 -
<PAGE>

consents,  orders or approvals are  customarily  obtained after the closing of a
transaction of this nature.

    6.5  NO PROCEEDINGS OR LITIGATION.

         No preliminary or permanent  injunction or other order or decree issued
by any  United  States  federal  or state  Governmental  Authority,  nor any Law
promulgated  or  enacted  by any United  States  federal  or state  Governmental
Authority,  that  restrains,  enjoins or otherwise  prohibits  the  transactions
contemplated  hereby or limits the ability in any material respect of the rights
of the Company or Purchaser to hold the Assets  (excluding the FCC Licenses) and
conduct the  Business as it is being  conducted as of the  Non-License  Transfer
Date or the Closing Date, as applicable,  or imposes civil or criminal penalties
on any  stockholder,  director or officer of Purchaser if such  transactions are
consummated, shall be in effect.

    6.6  FCC CONSENT.

         The FCC Consent  shall have been issued  with  respect to the  Stations
without any  conditions  that are  materially  adverse to Purchaser and such FCC
Consent shall have become a Final Order; provided,  however, that there shall be
no requirement  that the FCC Order shall have been issued as of the  Non-License
Transfer Date.

    6.7  NO MATERIAL ADVERSE CHANGE.

         Since  the  date  of  the  Gannett  Purchase   Agreement   through  the
Non-License  Transfer Date or the Closing Date, as  applicable,  there shall not
have occurred any Material Adverse Effect.

    6.8  OPINIONS OF COUNSEL.

         Purchaser  shall have received an opinion of Fisher,  Wayland,  Cooper,
Leader & Zaragoza  L.L.P.,  dated the  Non-License  Transfer Date or the Closing
Date, as applicable, substantially in the form of Exhibit E hereto.

    6.9  CERTAIN CERTIFIED MATTERS.

         Purchaser  shall  have  received a copy of (i) the  resolutions  of the
board of directors of the Company,  certified as being  correct and complete and
then  in  full  force  and  effect,  authorizing  the  execution,  delivery  and
performance  of this  Agreement  and the other the  documents,  instruments  and
writings  to be  delivered  by the  Company at or prior to  Closing  Date or the
Non-License   Transfer  Date,  as  applicable,   and  the  consummation  of  the
transactions  contemplated hereby



                                     - 46 -
<PAGE>

and thereby and (ii) a copy of the  Certificate of  Incorporation  and Bylaws of
the  Company,  certified  by a duly  authorized  officer of the Company as being
true, correct and complete as of the Closing Date.

    6.10 GOOD STANDING CERTIFICATE.

         Purchaser  shall have  received a  certificate  as to the formation and
good standing of the Company issued by the Secretary of State of Maryland, dated
not more than five (5) days before the Non-License  Transfer Date or the Closing
Date, as  applicable,  and for the states of Illinois and Iowa, a certificate as
to the good standing of the Person  transferring the Stations to Purchaser as of
such date, issued by the Secretary of State of such jurisdiction, dated not more
than five (5) days before the Non-License  Transfer Date or the Closing Date, as
applicable.

    6.11 NO TRANSMISSION DEFECTS.

         There  shall not exist  any loss or  damage  at any  Station  which has
resulted in the regular broadcast  transmission of such Station  (including such
Station's  effective  radiated power) to be diminished in any material  respect;
provided, that if any such loss or damage does exist, then either or both of the
Company and  Purchaser  shall be entitled,  by written  notice to the other,  to
postpone the Non-License Transfer Date or the Closing Date, as applicable, for a
period of up to sixty (60) days to resume such Station's broadcast transmission.

    6.12 CLOSING ON THE GANNETT PURCHASE AGREEMENT.

         The closing, as defined in the Gannett Purchase Agreement, with respect
to  all of  the  Gannett  Television  Stations  shall  have  occurred  or  occur
simultaneously with the Non-License  Transfer,  in accordance with the terms and
conditions  of the  Gannett  Purchase  Agreement;  and the  representations  and
warranties  of the  Company set forth in Section  3.20 hereof  shall be true and
correct  in all  respects  at and as of the  Non-License  Transfer  Date  or the
Closing Date, as  applicable,  as though each such  representation  and warranty
were made at and as of such time (except for representations and warranties that
speak of a specific date or time other than the Non-License Transfer Date or the
Closing Date, as applicable, which need only be true and correct in all material
respects as of such date or time).

    6.13 DELIVERIES.

         The Company (or Gannett,  if  applicable)  shall have  delivered to the
Purchaser all contracts,  agreements,  instruments and documents  required to be
delivered by the Company to Purchaser pursuant to Section 1.5.



                                     - 47 -
<PAGE>

ARTICLE 7.   CONDITIONS TO OBLIGATIONS OF THE COMPANY.

         The   obligations  of  the  Company  to  consummate  the   transactions
contemplated  by this  Agreement  to occur at the  Non-License  Transfer  or the
Closing are, at its option,  subject to  satisfaction  of each of the  following
conditions:

    7.1  REPRESENTATIONS AND WARRANTIES.

         The  representations and warranties of Purchaser contained herein shall
be true  and  correct  in all  material  respects  at and as of the  Non-License
Transfer  Date  or  the  Closing  Date,  as  applicable,  as  though  each  such
representation  and warranty  were made at and as of such time,  other than such
representations  and  warranties as are made as of a specific date, in each case
except for changes that are expressly contemplated by this Agreement.

    7.2  PERFORMANCE BY PURCHASER.

         All of the covenants  and  agreements to be complied with and performed
by Purchaser on or prior to the  Non-License  Transfer Date or the Closing Date,
as  applicable,  shall have been  complied  with or  performed,  in all material
respects,  except for such  failures to comply  with or perform  that would not,
individually  or in the  aggregate,  reasonably  be  expected  to be  materially
adverse to the Company.

    7.3  CERTIFICATE.

         Purchaser  shall have delivered to the Company a certificate,  dated as
of the Non-License Transfer Date or the Closing Date, as applicable, executed on
behalf of Purchaser by its duly authorized  officers or  representatives  to the
effect of Sections 7.1 and 7.2.

    7.4  CONSENTS; NO OBJECTIONS.

         (a) The applicable waiting periods under the HSR Act shall have expired
or been terminated; and

         (b) The parties shall have received all the  authorizations,  consents,
orders and  approvals  from  Governmental  Authorities  and consents  from third
parties,  in each case  listed or  described  on Section  7.4 to the  Disclosure
Schedule.

    7.5  NO PROCEEDINGS OR LITIGATION.

         No preliminary or permanent  injunction or other order or decree issued
by any  United  States  federal  or state  Governmental  Authority,  nor any Law



                                     - 48 -
<PAGE>

promulgated  or  enacted  by any United  States  federal  or state  Governmental
Authority,  that  restrains,  enjoins or otherwise  prohibits  the  transactions
contemplated  hereby, or imposes civil or criminal penalties on any stockholder,
director or officer of the Company if such  transactions are consummated,  shall
be in effect.

    7.6  FCC CONSENT.

         The FCC Consent  shall have been issued with  respect to the  Stations,
notwithstanding  that it may not  have  yet  become  a  Final  Order;  provided,
however,  that there shall be no requirement  that the FCC Order shall have been
issued as of the Non-License Transfer Date..

    7.7  CERTAIN CERTIFIED MATTERS.

         The Company  shall have received a copy of (i) the  resolutions  of the
board of directors  of  Purchaser,  certified as being  correct and complete and
then  in  full  force  and  effect,  authorizing  the  execution,  delivery  and
performance  of this  Agreement  and the other the  documents,  instruments  and
writings  to be  delivered  by  Purchaser  at or  prior to  Closing  Date or the
Non-License   Transfer  Date,  as  applicable,   and  the  consummation  of  the
transactions  contemplated hereby and thereby and (ii) a copy of the Certificate
of Incorporation and Bylaws of Purchaser, certified by a duly authorized officer
of Purchaser as being true, correct and complete as of the Closing Date.

    7.8  GOOD STANDING CERTIFICATE.

         The Company shall have  received a certificate  as to the formation and
good standing of Purchaser  issued by the Secretary of State of Delaware,  dated
not more than five (5) days before the Non-License  Transfer Date or the Closing
Date,  as  applicable,  and for the states of  Illinois  and Iowa as to the good
standing of Purchaser  issued by the  Secretary  of State of such  jurisdiction,
dated not more than five (5) days before the  Non-License  Transfer  Date or the
Closing Date, as applicable.

    7.9. CLOSING ON GANNETT PURCHASE AGREEMENT.

         The closing, as defined in the Gannett Purchase  Agreement,  shall have
occurred or occur  simultaneously with the Non-License  Transfer or the Closing,
as applicable, hereunder.



                                     - 49 -
<PAGE>

    7.10 DELIVERIES.

         The  Purchaser  shall have  delivered  to the  Company  all  contracts,
agreements,  instruments and documents required to be delivered by the Purchaser
to the Company pursuant to Section 1.5.


ARTICLE 8.  INDEMNIFICATION.

    8.1  INDEMNIFICATION BY THE COMPANY.

         Subject  in all  respects  to the  provisions  of this  Article  8, the
Company  hereby  agrees to indemnify and hold harmless on and after the Transfer
Date,  Purchaser  and its  stockholders  and  Affiliates  and  their  respective
officers,  directors,  employees and agents, and their respective and successors
and permitted assigns (the "PURCHASER INDEMNIFIED PARTIES") from and against any
Claims and Damages asserted against or incurred by them, directly or indirectly,
in connection with,  arising out of or relating to (a) any breach on the part of
the  Company  of any  representation  or  warranty  made by the  Company in this
Agreement or any Transaction  Document or in any certificate  delivered pursuant
to this Agreement,  (b) any breach on the part of Gannett of any  representation
or warranty made by Gannett in the Gannett  Purchase  Agreement  with respect to
the  Stations  or the  Assets,  (c) any breach on the part of the Company of any
covenant or agreement made by the Company in this  Agreement or any  Transaction
Document,  (d) any breach on the part of Gannett of any  covenant  or  agreement
made by Gannett in the Gannett  Purchase  Agreement with respect to the Stations
or the Assets, or (e) any Retained Liabilities.

    8.2  INDEMNIFICATION BY PURCHASER.

         Subject in all respects to the  provisions of this Article 8, Purchaser
hereby agrees to indemnify and hold harmless on and after the Transfer Date, the
Company and its  stockholders  and  Affiliates  and their  respective  officers,
directors,  employees and agents, and their respective  successors and permitted
assigns (collectively the "COMPANY INDEMNIFIED  PARTIES"),  from and against any
Claims and Damages asserted against or incurred by them, directly or indirectly,
in connection with,  arising out of or relating to (a) any breach on the part of
Purchaser of any  representation or warranty made by Purchaser in this Agreement
or any  Transaction  Document or in any certificate  delivered  pursuant to this
Agreement,  (b) any breach on the part of Purchaser of any covenant or agreement
made by the Purchaser in this Agreement or any Transaction  Document, or (c) any
Assumed Liabilities. The parties acknowledge and agree that none of Gannett, any
of  its  stockholders  or  Affiliates,  or  any of  their  respective  officers,
directors,   employees,



                                     - 50 -
<PAGE>

agents,  successors  or  assigns  shall  be  "Company  Indemnified  Parties"  or
"Beneficiaries"  for any  purposes of this  Agreement  or any other  Transaction
Document.

    8.3  LIMITATIONS ON INDEMNIFICATION CLAIMS AND LIABILITY; TERMINATION
         OF INDEMNIFICATION.

         (a) The obligations to indemnify and hold harmless a Person pursuant to
Sections 8.1(a), (b), (c) and (d) and Sections 8.2(a) and 8.2(b) shall terminate
when the applicable representation,  warranty,  covenant or agreement terminates
pursuant to Section 10.12;  provided,  however, that the obligation to indemnify
and hold harmless  under such Sections  shall not terminate  with respect to any
claim  as to  which  the  Person  to  be  indemnified  shall  have,  before  the
termination of the applicable representation,  warranty,  covenant or agreement,
previously  made a claim  for  indemnification  by  delivering  a notice  to the
indemnifying  party in accordance with Section 8.5. The obligations to indemnify
and hold harmless a Person  pursuant to Section  8.1(e) and Section 8.2(c) shall
not terminate.

         (b) The Company  shall not be obligated  to indemnify or hold  harmless
any Purchaser  Indemnified Party under Section 8.1(a),  (b), (c) and (d), unless
and until all Claims and Damages  exceed in the aggregate  Two Hundred  Thousand
Dollars  ($200,000)  (the  "BASKET  AMOUNT"),  in which  case the  Company  will
(subject  to the  other  provisions  of this  Article  8) only be  obligated  to
indemnify and hold harmless the  Purchaser  Indemnified  Parties for all of such
Claims or Damages  under  Section  8.1(a),  (b), (c) or (d) in the  aggregate in
excess of One Hundred Thousand Dollars ($100,000);  provided that the provisions
of this  Section  8.3(b)  will  not  apply  to any  breach  of any  Post-Closing
Agreements;  provided  further that the Basket Amount shall not be applicable to
any  amounts  owed in  connection  with  the  determination  of the  Actual  Net
Financial  Assets  pursuant to Section  2.4,  to the  payment and  reimbursement
obligations  set forth in Section 5.9 or to the indemnities set forth in Section
8.1(e).

         (c) The maximum aggregate  liability of the Company with respect to all
claims for indemnification under Section 8.1(a), (b), (c) or (d) will be limited
to the amount of Three Million Dollars ($3,000,000).

         (d)  Notwithstanding  anything to the  contrary in this  Agreement  and
except for fraud,  the  indemnifications  in Sections 8.1 and 8.2 hereof will be
the sole and exclusive remedies available to Purchaser and the Company and their
respective  stockholders  and Affiliates and all of their  respective  officers,
directors,  employees,  agents,  successors and assigns, after the Transfer Date
for any claims arising out of or relating to any breaches of any representations
or warranties or



                                     - 51 -
<PAGE>

any  covenants or agreements  contained in this  Agreement,  or any  certificate
delivered  pursuant to this  Agreement  or  otherwise  in  connection  with this
Agreement.  Any claim for  indemnification  must be made as provided in Sections
8.5 and 8.6 hereof.

    8.4  COMPUTATION OF CLAIMS AND DAMAGES.

         Whenever the  Indemnitor is required to indemnify and hold harmless the
Indemnitee  from and  against  and  hold the  Indemnitee  harmless  from,  or to
reimburse the Indemnitee for, any item of Claim or Damage,  the Indemnitor will,
subject to the  provisions of this Article 8, pay the  Indemnitee  the amount of
the Claim or Damage  (a)  reduced  by any  amounts  to which the  Indemnitee  is
entitled  from  third   parties  in   connection   with  such  Claim  or  Damage
("REIMBURSEMENTS"),  (b)  reduced by the Net  Proceeds of any  insurance  policy
payable to the  Indemnitee  with respect to such Claim or Damage and (c) reduced
appropriately  to take into  account  any Tax  Benefit  to the  Indemnitee  with
respect to such Claim or Damage  through and including the tax year in which the
indemnification  payment is made, net of all income Taxes resulting or that will
result from the indemnification  payment.  For purposes of this Section 8.4, (i)
"NET PROCEEDS" shall mean the insurance proceeds payable,  less any deductibles,
co-payments,   premium   increases,   retroactive   premiums  or  other  payment
obligations  (including  attorneys'  fees and other  costs of  collection)  that
relates to or arises from the making of the claim for  indemnification  and (ii)
"TAX  BENEFIT"  shall mean any benefit to be  recognized  by the  Indemnitee  in
connection  with the Claim or Damage  based upon the highest  blended  (federal,
state,  local and foreign) marginal income Tax rate applicable to the Indemnitee
during  the  taxable  year for which a return was most  recently  filed with the
Internal  Revenue Service (based on the date of the claim for  indemnification).
The Indemnitor shall use commercially  reasonable efforts (the expenses of which
shall be  considered  Claims and Damages for purposes of the relevant  indemnity
claim) to pursue  Reimbursements  or Net  Proceeds  that may reduce or eliminate
Claims and Damages. If any Indemnitee receives any Reimbursement, Tax Benefit or
Net Proceeds after an  indemnification  payment is made which relates thereto or
if any Indemnitee  receives a Tax Benefit arising after the tax year in which an
indemnification  payment is made which relates  thereto,  the  Indemnitee  shall
promptly repay to the Indemnitor such amount of the  indemnification  payment as
would not have been paid had the  Reimbursement,  Tax  Benefit  or Net  Proceeds
reduced the original  payment (any such repayment  shall be a credit against any
applicable  indemnification  threshold or limitation set forth in Section 8.3(b)
hereof) at such time or times as and to the extent that such Reimbursement,  Tax
Benefit or Net Proceeds is actually received.



                                     - 52 -
<PAGE>

    8.5  NOTICE OF CLAIMS.

         Upon  obtaining  knowledge  of any Claim or Damage which has given rise
to, or could reasonably give rise to, a claim for indemnification hereunder, the
Person  seeking   indemnification  (the  "Indemnitee")  shall,  as  promptly  as
reasonably  practicable  (but in no event later than thirty (30) days) following
the date the  Indemnitee  has obtained such  knowledge,  give written  notice (a
"NOTICE  OF CLAIM") of such  claim to the other  party (the  "INDEMNITOR").  The
Indemnitee  shall  furnish to the  Indemnitor  in good  faith and in  reasonable
detail  such  information  as the  Indemnitee  may  have  with  respect  to such
indemnification  claim  (including  copies of any  summons,  complaint  or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or asserting the same). No failure
or delay by the Indemnitee in the  performance of the foregoing  shall reduce or
otherwise  affect the  obligation  of the  Indemnitor  to indemnify and hold the
Indemnitee harmless,  except to the extent that such failure or delay shall have
adversely affected the Indemnitor's ability to defend against, settle or satisfy
any  liability,  damage,  loss,  claim or demand  for which such  Indemnitee  is
entitled to  indemnification  hereunder.  For  purposes of this  Section  8.5, a
Notice of Claim  given in good faith must  include a good faith  estimate of the
amount of the claim to the extent it is reasonably practicable to determine such
estimate.

    8.6  DEFENSE OF THIRD PARTY CLAIMS.

         If any claim set forth in the  Notice of Claim  given by an  Indemnitee
pursuant  to  Section  8.5  hereof is a claim  asserted  by a third  party,  the
Indemnitor  shall have  thirty (30) days after the date that the Notice of Claim
is  given  by  the  Indemnitee  to  notify  the  Indemnitee  in  writing  of the
Indemnitor's  election  to  defend  such  third  party  claim on  behalf  of the
Indemnitee.  If the  Indemnitor  elects to defend  such third party  claim,  the
Indemnitee   shall  make   available  to  the  Indemnitor  and  its  agents  and
representatives all witnesses,  pertinent records,  materials and information in
the Indemnitee's  possession or under the Indemnitee's  control as is reasonably
required by the  Indemnitor  and shall  otherwise  cooperate with and assist the
Indemnitor  in the  defense  of  such  third  party  claim,  and so  long as the
Indemnitor  is defending  such third party claim in good faith,  the  Indemnitee
shall not pay,  settle or compromise  such third party claim.  If the Indemnitor
elects to defend such third party claim,  the Indemnitee shall have the right to
participate in the defense of such third party claim,  at the  Indemnitee's  own
expense. In the event,  however,  that the Indemnitee reasonably determines that
representation  by  counsel to the  Indemnitor  of both the  Indemnitor  and the
Indemnitee  may present  such  counsel  with a conflict of  interest,  then such
Indemnitee  may employ  separate  counsel to  represent or defend it in any such
action or proceeding and the



                                     - 53 -
<PAGE>

Indemnitor will, subject to the provisions of this Article 8, pay the reasonable
fees and  disbursements  of such counsel.  If the  Indemnitor  does not elect to
defend  such third party claim or does not defend such third party claim in good
faith,  the Indemnitee  shall have the right,  in addition to any other right or
remedy it may have hereunder,  at the Indemnitor's expense, to defend such third
party  claim;  provided,  however,  that  such  Indemnitee's  defense  of or its
participation  in the defense of any such third party claim shall not in any way
diminish or lessen the indemnification  obligations of the Indemnitor under this
Article 8. If the Indemnitor shall assume the defense of a third party claim, it
shall not settle such claim without the prior written  consent of the Indemnitee
(a) unless such settlement  includes as an unconditional term thereof the giving
by the claimant of a release of the  Indemnitee  from all Liability with respect
to such claim or (b) if such  settlement  involves the  imposition  of equitable
remedies or the  imposition of any  obligations  on such  Indemnitee  other than
financial  obligations for which such Indemnitee will be indemnified  hereunder.
If the Indemnitee is defending a third party claim it will not settle such claim
without prior written consent of the Indemnitor,  which will not be unreasonably
withheld or delayed.

    8.7  THIRD PARTY BENEFICIARIES.

         Each of the Purchaser  Indemnified  Parties and the Company Indemnified
Parties  shall  be  third  party  beneficiaries  and  entitled  to  enforce  the
provisions  of this  Article 8;  provided,  however,  that none of the  Business
Employees shall be third party  beneficiaries of any provision of this Agreement
or any other Transaction Document, including, without limitation, the provisions
of Section 5.2 of this Agreement.


ARTICLE 9.  DEFINITIONS.

         Unless  otherwise stated in this Agreement,  the following  capitalized
terms have the following meanings:

         Accounting Firm has the meaning set forth in Section 2.4(a).

         Accounting  Firm  Determination  has the  meaning  set forth in Section
2.4(a).

         Action means any action,  suit,  claim,  arbitration,  or proceeding or
investigation  (of which the  Company  has  knowledge)  commenced  by or pending
before any Governmental Authority.

         Actual Net Financial Assets has the meaning set forth in Section 2.4(a)
hereof.



                                     - 54 -
<PAGE>

         Affiliate means, with respect to any specified Person, any other Person
that directly,  or indirectly through one or more intermediaries,  controls,  is
controlled by, or is under common control with such specified Person.

         Agreement or this Agreement  means this Purchase  Agreement dated as of
the date first above written  (including the Exhibits  hereto and the Disclosure
Schedule) and all  amendments  hereto made in accordance  with the provisions of
Section 10.8 hereof.

         Allocation has the meaning set forth in Section 2.5 hereof.

         Assets has the meaning set forth in Section 1.1 hereof.

         Assignment  of FCC  Licenses  has the  meaning  set  forth  in  Section
1.5(a)(ii) hereof.

         Assumed Liabilities means the Liabilities assumed by Purchaser pursuant
to Sections 1.3(a) and (b) hereof.

         Base Purchase Price has the meaning set forth in Section 2.2(a).

         Basket Amount has the meaning set forth in Section 8.3(b).

         Beneficiary has the meaning set forth in Section 5.2(f) hereof.

         Bill of Sale,  Assignment and Assumption  Agreement has the meaning set
forth in Section 1.5(a)(i) hereof.

         Business means all of the Company's business, operations and activities
of the Stations  acquired by the Company  from  Gannett  pursuant to the Gannett
Purchase Agreement or otherwise used by the Company in the business,  operations
and activities of the Stations.

         Business  Day means any day that is not a  Saturday,  a Sunday or other
day on which banks are required or authorized by law to be closed in the City of
New York.

         Business Employees means all current,  former and inactive employees of
the Stations. For the avoidance of doubt, Corporate Office Employees will not be
considered Business Employees.

         Call Letters has the meaning set forth in Section 3.16 hereof.



                                     - 55 -
<PAGE>

         CERCLA means the Comprehensive  Environmental  Response,  Compensation,
and Liability Act of 1980, as amended.

         Claims and Damages means, after taking into account amounts received by
Purchaser  under Section 5.14(d) hereof,  any and all losses,  claims,  demands,
liabilities,  obligations,  actions,  suits,  orders,  statutory  or  regulatory
compliance  requirements,  or  proceedings  asserted  by any Person  (including,
without limitation, Governmental Authorities), and all damages, costs, expenses,
assessments,   judgments,  recoveries  and  deficiencies,   including  interest,
penalties,  investigatory expenses, consultants' fees, and reasonable attorneys'
fees and costs (including,  without limitation,  costs incurred in enforcing the
applicable indemnity),  of every kind and description,  contingent or otherwise,
incurred by or awarded against a party, provided that "Claims and Damages" shall
not include  any  indirect,  consequential,  incidental,  exemplary  or punitive
damages or other special  damages or lost profits  (except to the extent payable
to a third party as a result of a third party claim).

         Closing has the meaning set forth in Section 1.4(b) hereof.

         Closing Date has the meaning set forth in Section 1.4(b) hereof.

         Closing Statement has the meaning set forth in Section 2.4(a) hereof.

         Code means the Internal Revenue Code of 1986, as amended.

         Communications Act means the Communications Act of 1934, as amended.

         Company has the meaning specified in the introductory paragraph to this
Agreement.

         Company Indemnified Parties shall have the meaning set forth in Section
8.2.

         Company Permitted Assignee has the meaning set forth in Section 10.5(a)
hereof.

         Continuation  Coverage  has the  meaning  set forth in  Section  5.2(i)
hereof.

         Control  (including the terms "controlled by" and "under common control
with"),  with respect to the relationship  between or among two or more Persons,
means the possession, directly or indirectly, of the power to direct or to cause
the  direction of the affairs or  management  of a Person,  whether  through the
ownership of voting  securities,  by contract or otherwise,  including,  without
limitation,  the



                                     - 56 -
<PAGE>

ownership,  directly or  indirectly,  of securities  having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person.

         Corporate  Office means the corporate  office of Gannett located at One
City Center, Portland,  Maine, that provides certain support to the Business and
the Maine Media Business.

         Corporate Office Employees has the meaning set forth in Section 5.2(b).

         Corporate  Office  Lease means the Lease dated as of February 16, 1989,
between Gannett and One City Center  Associates,  and all addenda and amendments
thereto and memoranda relating thereto.

         Deposit  Escrow  Agent  means  United  Bank,   1667  K  Street,   N.W.,
Washington, D.C. 20006.

         Deposit Escrow Agreement has the meaning set forth in Section 2.1

         Diligence  Termination  Deadline  has the  meaning set forth in Section
1.6.

         Disclosure Schedule means the Disclosure Schedule, dated as of the date
hereof, delivered to Purchaser by the Company in connection with this Agreement.

         Employee  Benefit Plans means all "employee  benefit  plans" within the
meaning of Section  3(3) of ERISA,  all bonus,  stock  option,  stock  purchase,
incentive, deferred compensation,  supplemental retirement,  severance and other
employee  benefit  plans,   programs,   policies  or  arrangements,   employment
agreements,   severance  agreements,   severance  pay  policies,  plant  closing
benefits, executive compensation arrangements,  sick leave, vacation pay, salary
continuation for disability,  consulting,  or other  compensation  arrangements,
worker's  compensation,  hospitalization,  medical  insurance,  life  insurance,
tuition  reimbursement or scholarship  programs,  employee  discounts,  employee
loans,  employee  banking  privileges,  any plans  subject to Section 125 of the
Code, and any plans  providing  benefits or payments in the event of a change of
control, change in ownership, or sale of a substantial portion (including all or
substantially  all) of the assets of any  business or portion  thereof,  in each
case with respect to any present or former employees,  directors,  or agents and
without regard to whether the plan or arrangement was previously  terminated (if
potential liabilities remain) or compensation  agreements,  in each case for the
benefit of, or  relating  to, any  current  employee  or former  employee of the
Business.



                                     - 57 -
<PAGE>

         Encumbrance  means  any  security  interest,   pledge,  mortgage,  lien
(including,  without  limitation,  tax liens),  charge,  encumbrance,  easement,
adverse claim, preferential arrangement, restriction or defect in title.

         Environmental Claims means any and all actions,  suits, demands, demand
letters, claims, liens, notices of non-compliance or violation,  investigations,
proceedings,  consent  orders or consent  agreements  relating in any way to any
Environmental Law, any Environmental Permit, Hazardous Materials or arising from
alleged  injury  or  threat of  injury  to  health,  safety or the  environment,
including,  without limitation (a) by Governmental  Authorities for enforcement,
cleanup, removal, response,  remedial or other actions or damages and (b) by any
Person for damages, contributions,  indemnification, cost recovery, compensation
or injunctive relief.

         Environmental  Law means any Law relating to the  environment,  health,
safety or Hazardous Materials, in force and effect on the date hereof or, in the
case of the  Company's  certificate  to be  delivered  in  accordance  with  the
provisions  of  Section  6.3  hereof,  on the  Closing  Date  (exclusive  of any
amendments or changes to such Law or any regulations  promulgated  thereunder or
orders,  decrees  or  judgments  issued  pursuant  thereto  which  are  enacted,
promulgated or issued after the date hereof, or in the case of such certificate,
on or after the Closing Date), including but not limited to CERCLA; the Resource
Conservation  and Recovery Act of 1986 and Hazardous and Solid Waste  Amendments
of 1984, 42 U.S.C. Sections 6901 et seq.; the Hazardous Materials Transportation
Act, 49 U.S.C.  Sections 6901 et seq.;  the Clean Water Act, 33 U.S.C.  Sections
1251 et seq.; the Toxic Substances Control Act of 1976, 15 U.S.C.  Sections 2601
et seq.; the Clean Air Act of 1966, as amended, 42 U.S.C. Sections 7401 et seq.;
the Safe Drinking Water Act, 42 U.S.C.  Sections 300f et seq.; the Atomic Energy
Act, 42 U.S.C.  Sections 2011 et seq.;  the Federal  Insecticide,  Fungicide and
Rodenticide Act, 7 U.S.C.  Sections 136 et seq.; and the Emergency  Planning and
Community Right-to-Know Act of 1986, 42 U.S.C. Sections 1101 et seq.

         Environmental  Permits  means all  permits,  approvals,  identification
numbers,  licenses  and  other  authorizations  required  under  any  applicable
Environmental Law.

         Equipment  means  all of the  tangible  personal  property,  machinery,
equipment,  vehicles,  rolling stock, furniture,  and fixtures of every kind and
description  in which the Company has an interest or which the Company  acquires
from Gannett pursuant to the Gannett  Purchase  Agreement by ownership or lease,
and  used  or  useful  in  connection  with  the  Business,  together  with  any
replacements  thereof  or  additions  thereto,  made in the  ordinary  course of
business  between the date of the Gannett  Purchase  Agreement  and the Transfer
Date.



                                     - 58 -
<PAGE>

         ERISA means the Employee  Retirement  Income  Security Act of 1974,  as
amended.

         ERISA affiliate has the meaning set forth in Section 3.14.

         Escrow Deposit has the meaning set forth in Section 2.1.

         Estimated  Net  Financial  Assets has the  meaning set forth in Section
2.2(b) hereof.

         Excluded Assets has the meaning set forth in Section 1.2 hereof.

         FCC means the Federal Communications Commission.

         FCC Consent  means a public  notice of the FCC,  or of the Chief,  Mass
Media  Bureau or Video  Services  Division,  acting under  delegated  authority,
consenting to the assignment of the FCC Licenses to Purchaser.

         FCC  Licenses  means all  licenses,  permits  and other  authorizations
issued by the FCC to the Company used for or in  connection  with the  Stations,
and all  applications  therefor,  together  with  any  renewals,  extensions  or
modifications  thereof  and  additions  thereto  between the date of the Gannett
Purchase Agreement and the Closing.

         Final  Order  means the FCC  Consent  as to which the time for filing a
request for administrative or judicial review, or for instituting administrative
review sua sponte,  shall have expired  without any such filing having been made
or notice of such review having been issued;  or, in the event of such filing or
review sua sponte, as to which such filing or review shall have been disposed of
favorably  to the grantee and the time for seeking  further  relief with respect
thereto  shall have expired  without any request for such further  relief having
been filed.

         First Year Anniversary Date has the meaning set forth in Section 2.3(b)

         GAAP means United States generally accepted  accounting  principles and
practices as in effect from time to time and applied consistently throughout the
periods involved.

         Gannett has the meaning set forth in the recitals to this Agreement.

         Gannett  Corporate Office means the corporate office of Gannett located
at One City Center,  Portland,  Maine,  that provides certain support to Gannett
and its business.



                                     - 59 -
<PAGE>

         Gannett   FCC   Licenses   means  all   licenses,   permits  and  other
authorizations  issued by the FCC to Gannett used for or in connection  with the
Gannett  Television  Stations and all applications  therefor,  together with any
renewals, extensions, or modifications thereof and additions thereto between the
date of the Gannett Purchase Agreement and the Closing.

         Gannett Maine Media  Business means the newspaper  publishing  business
which  publishes  the  Portland  Press  Herald and Maine  Sunday  Telegram,  the
Kennebec  Journal and the Central Maine Morning  Sentinel,  and certain  related
businesses in Maine (including,  without limitation,  the "New Media Development
Group",  an  Internet-based  media business;  "Voice  Information  Services",  a
telephone  information and marketing  service;  "Guy Gannett  Direct",  a direct
marketing  operation;  a telephone directory business;  an integrated  marketing
group;  and the Coastal  Journal,  a  controlled  circulation  weekly),  and all
assets, liabilities, operations and activities of, and all rights of, Gannett in
the operations of such businesses.

         Gannett  Purchase  Agreement  shall have the  meaning  set forth in the
Recitals.

         Gannett Television Stations means the following television broadcasting
station  properties:   WOKR-TV,  Rochester,  New  York;  WICS-TV,   Springfield,
Illinois; WICD-TV, Champaign,  Illinois;  WGGB-TV,  Springfield,  Massachusetts;
WGME-TV, Portland, Maine; KGAN-TV, Cedar Rapids, Iowa; WTWC-TV, Portland, Maine;
and WTWC-TV, Tallahassee, Florida.

         Governmental  Authority means any United States federal, state or local
government or any foreign government, any governmental, regulatory, legislative,
executive  or  administrative  authority,  agency or  commission  or any  court,
tribunal, or judicial body.

         Governmental Order means any order, writ, judgment, injunction, decree,
stipulation,  determination  or  award  entered  by  or  with  any  Governmental
Authority. Governmental Orders shall not include Permits.

         Group Contract has the meaning set forth in Section 1.3(a) hereof.

         Hazardous  Materials  means  wastes,  substances,   materials  (whether
solids,  liquids or gases),  petroleum  and  petroleum  products,  byproducts or
breakdown  products,  radioactive  materials,  and any other  chemicals that are
deemed hazardous,  toxic, pollutants or contaminants,  or substances designated,
classified  or regulated as being  "hazardous"  or "toxic",  or words of similar
import, under any Environmental Law.



                                     - 60 -
<PAGE>

         HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

         Indebtedness  means obligations with regard to borrowed money and shall
expressly not include either accounts  payable or accrued  liabilities  that are
incurred  in the  ordinary  course of business or  obligations  under  operating
leases  regardless  of how such leases may be  classified  or  accounted  for on
financial statements.

         Indemnitee has the meaning set forth in Section 8.5 hereof.

         Indemnitor has the meaning set forth in Section 8.5 hereof.

         Intellectual  Property  means all  patents,  trademarks,  trade  names,
domain names, service marks, copyrights and other similar intangible assets, and
applications,  registrations,  extensions and renewals for any of the foregoing,
and other  intellectual  property  owned,  leased or used by the  Company in the
operation  of the  Stations or acquired by the Company  from  Gannett  under the
Gannett  Purchase  Agreement  and  used  in  the  Business,  including,  without
limitation, Call Letters, computer software and programs, of the Company used in
the Business or acquired by the Company from Gannett under the Gannett  Purchase
Agreement  and used in the  Business,  whether owned or used by, or licensed to,
the Company or acquired by the Company from Gannett  under the Gannett  Purchase
Agreement.

         Knowledge with respect to the Company means the actual knowledge of the
officers and employees of the Company regarding (a) information  relating to the
Stations  disclosed by Gannett to the Company in the Gannett Purchase  Agreement
or any  Schedule,  Exhibit or documents  delivered to the Company in  connection
therewith,  and (b)  information  relating to the Stations  that the Company has
been made aware of since September 4, 1998.

         Law means any federal, state, local or foreign statute, law, ordinance,
regulation,  rule,  code,  order or other  requirement or rule of law including,
without limitation zoning laws and housing,  building, safety or fire ordinances
or codes.

         Leased  Property means all real property of every kind and  description
leased by the  Company or rights to such leases or leased  property  acquired by
the Company from Gannett pursuant to the Gannett Purchase  Agreement and used in
connection  with the Business,  together (to the extent leased by the Company or
obtained  from  Gannett  pursuant to the Gannett  Purchase  Agreement)  with all
buildings and other  structures,  towers,  antennae,  facilities or improvements
currently or hereafter  located thereon,  all fixtures,  systems,  equipment and
items of personal  property  of the  Company or  acquired  by the  Company  from
Gannett  pursuant  to the Gannett  Purchase  Agreement  attached or  appurtenant
thereto and



                                     - 61 -
<PAGE>

all easements,  licenses,  rights and  appurtenances  relating to the foregoing,
including, without limitation, the leased property referred to in Section 1.1(d)
of the Disclosure Schedule.

         Letter of Credit has the meaning set forth in Section 2.1.

         Liabilities  means  as  to  any  Person  all  debts,   adverse  claims,
liabilities and obligations,  whether accrued or fixed,  absolute or contingent,
matured or unmatured,  determined or determinable,  known or unknown, including,
without  limitation,  those arising under any federal,  state,  local or foreign
statute,  law, ordinance,  regulation,  rule, code, order, writ,  stipulation or
other governmental requirement (including, without limitation, any environmental
law),  action,  suit,  arbitration,  proceeding or investigation or governmental
permit, license, authorization,  certificate or approval and those arising under
any contract, agreement, arrangement, commitment or undertaking.

         License Assets has the meaning set forth in Section 1.4 hereof.

         Material Adverse Effect means any circumstance, change in, or effect on
the Company or the Stations that has a material  adverse effect on the business,
results of operations or financial condition of the Stations,  taken as a whole;
provided,  however,  that  Material  Adverse  Effect  shall not include  adverse
effects  resulting  from (or, in the case of effects that have not yet occurred,
reasonably  likely to result from) (i) general  economic or industry  conditions
that have a similar effect on other participants in the industry,  (ii) regional
economic or industry conditions that have a similar effect on other participants
in the industry in such region,  (iii) the fact that the Purchaser  unreasonably
withheld  Purchaser's  consent with respect to any Program Contract  pursuant to
Section 5.1 of the Agreement, or (iv) any act of Purchaser.

         Material  Contracts means the written  agreements  (including,  without
limitation,   amendments  thereto),   contracts,   policies,  plans,  mortgages,
understandings,  arrangements or commitments relating to the Business,  to which
Gannett or the Company is a party or by which its assets are bound as  described
below:

         (i) any  agreement or contract  providing for payments to any Person in
excess  of  Fifty  Thousand  Dollars  ($50,000)  per year or Two  Hundred  Fifty
Thousand  Dollars  ($250,000)  in the  aggregate  over the five (5) year  period
commencing on the date hereof;

        (ii) all time  brokerage  agreements  and  affiliation  agreements  with
television networks;



                                     - 62 -
<PAGE>

       (iii) any  license or contract  pursuant to which Gannett  or the Company
is  authorized  to  broadcast  film or taped  programming  supplied by others in
excess of Ten Thousand  Dollars  ($10,000) or having a term of more than one (1)
year;

        (iv) any employment agreement,  consulting agreement or similar contract
providing  for payments to any  individual in excess of Fifty  Thousand  Dollars
($50,000) per year or One Hundred Thousand  Dollars  ($100,000) in the aggregate
over the five (5) year period commencing on the date hereof;

         (v) any  retention or severance  agreement or contract  with respect to
any Person who is to be employed by Purchaser following the Closing;

        (vi) all collective bargaining agreements or other union contracts;

       (vii) (A) any lease of Equipment or  license with respect to Intellectual
Property  (other  than  licenses  granted in  connection  with the  purchase  of
equipment  or other  assets) by  Gannett  or the  Company  from  another  Person
providing  for  payments  to another  Person in excess of  Twenty-Five  Thousand
Dollars  ($25,000) per year or Seventy-Five  Thousand  Dollars  ($75,000) in the
aggregate  over the five (5) year period  commencing on the date hereof;  or (B)
any lease of Real Property by Gannett or the Company from another Person;

      (viii) any lease of  Equipment or  Real Property  or license  with respect
to  Intellectual  Property  (other than licenses  granted in connection with the
purchase  of  equipment  or other  assets) by Gannett or the  Company to another
Person  providing  for  payments  to Gannett or the  Company in excess of Twenty
Thousand Dollars  ($20,000) per year or Fifty Thousand Dollars  ($50,000) in the
aggregate over the five (5) year period commencing on the date hereof;

        (ix) any joint venture, partnership or similar agreement or contract;

         (x) any  agreement or contract  under which  Gannett or the Company has
loaned  any money in excess of One  Million  Dollars  ($1,000,000)  or issued or
received any note,  bond,  indenture or other evidence of indebtedness in excess
of One Million Dollars ($1,000,000);

        (xi) any  agreement or contract  under which Gannett or the Company has
directly or  indirectly  guaranteed  Indebtedness  in an amount in excess of One
Million Dollars ($1,000,000);

       (xii) any agreement  or contract  under which Gannett  or the Company has
directly or indirectly guaranteed  liabilities or obligations of others which do
not constitute Indebtedness;



                                     - 63 -
<PAGE>

      (xiii) any   covenant   not   to   compete   or   contract  or  agreement,
understanding, arrangement or any restriction whatsoever limiting in any respect
the ability of the Company to compete in any line of business or with any Person
or in any area; and

       (xiv) any agreement  or contract  between Gannett or  the Company and any
officer,  director,  stockholder  or  employee  of the  Business or any of their
family  members  providing  for  payments  in  excess of Five  Thousand  Dollars
($5,000) (other than  agreements  covered in clause iv) (or that would have been
covered in clause (iv) but for the monetary limits  thereunder) or agreements or
contracts containing terms substantially similar to terms available to employees
generally).

         Material  Contracts  shall  not  include  any and  all  (w)  contracts,
purchase orders, purchase commitments, leases and agreements entered into in the
ordinary  course of  business  and  relating  to the  Company  (other than those
described in clauses (v),  (vii),  (viii) or (ix) above) that (A) are terminable
at will  without  payment  of  premium  or  penalty  by the  Company  or (B) are
terminable on not more than sixty (60) days' written notice  without  payment of
premium or penalty  and do not  involve  the  obligation  of the Company to make
payments in excess of Ten Thousand  Dollars  ($10,000) during the sixty (60) day
period  commencing on the Closing;  (x) contracts with respect to time sales (or
other  promotion or sponsorship  sales) to  advertisers or advertising  agencies
(including, without limitation, "trade" or "barter" agreements), sales agency or
advertising  representation  contracts, and barter obligations or commitments to
suppliers  of  programming;  and  (y)  contracts  with  respect  to the  sale of
production  time and/or  production  services  relating to  advertising  or with
respect to other services.

         Net Financial  Assets means the result of (i) the  aggregate  amount of
current assets of the Business to be assigned to Purchaser under this Agreement,
excluding for purposes of this calculation,  the current portion of rights under
Program Contracts (except as provided otherwise herein), less (ii) the aggregate
amount of current  liabilities of the Business to be assumed by Purchaser  under
this Agreement,  excluding for purposes of this  calculation the current portion
of obligations under Program Contracts  (except as provided  otherwise  herein),
less (iii) the  aggregate  amount of the Company's  liability  for  supplemental
retirement and deferred  compensation  under the Employee Benefit Plans relating
to the Business  Employees set forth in Section 9 of the Disclosure  Schedule to
the extent not paid by Gannett  prior to the  Transfer  Date and  excluding  the
current  portion  of such  liability,  if any,  to the  extent  such  portion is
included as a current  liability in clause (ii), in each case as of the relevant
date of calculation and calculated (except as otherwise provided in Section 9 of
the Disclosure Schedule) in conformity with GAAP. Net Financial Assets expressly
shall not include,  as either assets or liabilities,  the rights and obligations
under Program  Contracts;  provided,  however,



                                     - 64 -
<PAGE>

that  notwithstanding  any prior practice or lack thereof relating thereto,  (x)
any programming  downpayments made in advance of customary payment terms, to the
extent  not  amortized  as of the  relevant  date of  calculation  as more fully
described  in the  example  set forth in Section 9 of the  Disclosure  Schedule,
shall be expressly included in the current assets,  (y) any regularly  scheduled
payments due and unpaid as of the day  immediately  preceding  the Transfer Date
under Program  Contracts in accordance with their terms as in effect on the date
hereof (with respect to Program Contracts existing on the date hereof) or on the
date  originally  entered into (with respect to Program  Contracts  entered into
after the date hereof)  shall be expressly  included in the current  liabilities
and (z) any  prepayments  of  regularly  scheduled  amounts  due on or after the
Transfer Date, but made prior to the Transfer Date under Program Contracts shall
be expressly included in the current assets.  Without limiting the generality of
the foregoing and subject to the immediately preceding sentence, for purposes of
determining  the amount of Net Financial  Assets,  all revenues and all expenses
arising from the operation of the Stations, including, without limitation, tower
rental,  business and license fees, utility charges,  real and personal property
taxes and assessments levied against the Assets, property and equipment rentals,
applicable copyright or other fees, sales and service charges, Taxes (except for
Taxes arising from the transfer of the Assets under this  Agreement  which shall
be  apportioned  between  Purchaser  and the Company  pursuant to Section  10.10
hereof), employee compensation,  including wages, salaries,  commissions,  music
license fees and similar prepaid and deferred items, shall be prorated as of the
relevant date of calculation in accordance with GAAP.

         Net Proceeds has the meaning set forth in Section 8.4 hereof.

         Non-License Assets means the Assets, other than the License Assets.

         Non-License Transfer has the meaning set forth in Section 1.4(a).

         Non-License Transfer Date has the meaning set forth in Section 1.4(a).

         Notice of Claim has the meaning set forth in Section 8.5 hereof.

         Permits has the meaning set forth in Section 3.11(a) hereof.

         Permitted Exceptions means each of the following:

         (i) liens for taxes, assessments and governmental charges or levies not
yet due and payable or the validity of which is being contested in good faith by
appropriate proceedings;



                                     - 65 -
<PAGE>

        (ii) Encumbrances  imposed by law,  such as  materialmen's,  mechanics',
carriers',  workmen's and repairmen's liens and other similar liens,  arising in
the ordinary course of business;

       (iii) pledges  or   deposits  to   secure   obligations  under   workers'
compensation  laws or  similar  legislation  or to secure  public  or  statutory
obligations;

        (iv) survey exceptions,  rights of way,  easements,  reciprocal easement
agreements and other Encumbrances on title to real property set forth in Section
1.1(d)  of the  Disclosure  Schedule  or  that do  not,  individually  or in the
aggregate,  materially  adversely affect the use of such property in the conduct
of the Company's business as it is being conducted prior to the Transfer Date;

         (v)  zoning  laws and other  land use  restrictions  that do not in any
material respect (a) detract from or impair the value or the use of the property
subject  thereto,  or (b) impair the  operation  of the  Stations as it is being
conducted  prior to the Closing in accordance with the provisions of the Gannett
Purchase Agreement;

        (vi) security interests in favor of suppliers of goods for which payment
has not been  made in the  ordinary  course  of  business  consistent  with past
practice;

       (vii) Encumbrances on the  interests of the lessors of properties used by
the Stations in which the Company or Gannett holds a leasehold interest; and

      (viii) any and all other Encumbrances  that do not materially detract from
or materially  impair the value or the use of the property  subject  thereto for
the purposes currently utilized in the operation of the Stations.

         Person means any individual,  partnership,  firm, corporation,  limited
liability  company,  association,  trust,  unincorporated  organization or other
entity,  as well as any  syndicate  or group that would be deemed to be a person
under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

         Post-Closing  Agreements means those covenants and agreements  required
by this Agreement to be performed after the Non-License Transfer or the Closing,
as applicable.

         Program Contracts has the meaning set forth in Section 1.1(f) hereof.

         Purchase Price has the meaning set forth in Section 2.2(a).

         Purchaser has the meaning  specified in the  introductory  paragraph to
this Agreement.



                                     - 66 -
<PAGE>

         Purchaser  Indemnified Parties has the meaning set forth in Section 8.1
hereof.

         Purchaser  Permitted  Assignee  has the  meaning  set forth in  Section
10.5(b) hereof.

         Real Property means all real property of every kind and description and
related  mineral  rights  owned by the Company or  acquired by the Company  from
Gannett pursuant to the Gannett  Purchase  Agreement and used in connection with
the  Business,  together  with  all  buildings  and  other  structures,  towers,
antennae, facilities or improvements currently or hereafter located thereon, all
fixtures,  systems,  equipment and items of personal  property of the Company or
acquired by the Company from Gannett pursuant to the Gannett Purchase  Agreement
attached  or  appurtenant  thereto  and  all  easements,  licenses,  rights  and
appurtenances  relating to the foregoing,  including,  without  limitation,  the
owned property set forth in Section 1.1(d) of the Disclosure Schedule.

         Reimbursements has the meaning set forth in Section 8.4 hereof.

         Release means disposing,  discharging,  injecting,  spilling,  leaking,
leaching, dumping, emitting,  escaping,  emptying, seeping, placing and the like
into  or  upon  any  land  or  water  or  air or  otherwise  entering  into  the
environment.

         Second  Year  Anniversary  Date has the  meaning  set forth in  Section
2.3(c).

         Stations shall have the meaning set forth in the Recitals.

         STC Scheduled Severance Agreements has the meaning set forth in Section
5.9(a).

         STC Severance Payment has the meaning set forth in Section 5.9(a).

         Subsidiary  of any  Person  means (i) any  corporation  more than fifty
percent (50%) of whose stock of any class or classes having by the terms thereof
ordinary  voting power to elect a majority of the directors of such  corporation
is owned by such Person directly or indirectly,  through  Subsidiaries  and (ii)
any partnership,  limited  partnership,  limited liability company,  associates,
joint  venture  or other  entity in which such  Person  directly  or  indirectly
through Subsidiaries has more than a fifty percent (50%) equity interest.

         Tax or Taxes  means  any and all  taxes,  fees,  withholdings,  levies,
duties,  tariffs,  imposts, and other charges of any kind (together with any and
all interest,  penalties,  additions to tax and additional  amounts imposed with
respect  thereto)  imposed by any  government  or taxing  authority,  including,
without  limitation,



                                     - 67 -
<PAGE>

taxes or other  charges on or with  respect to income,  franchises,  windfall or
other profits,  gross receipts,  property,  sales, use, capital stock,  payroll,
employment,  social security, workers' compensation,  unemployment compensation,
or net worth,  taxes or other charges in the nature of excise,  withholding,  ad
valorem, stamp, transfer, value added or gains taxes, license,  registration and
documentation fees, and customs duties, tariffs and similar charges.

         Tax Benefit has the meaning set forth in Section 8.4 hereof.

         Tax Return means any report,  return,  document,  declaration  or other
information  or  filing  required  to  be  supplied  to  any  Tax  authority  or
jurisdiction  (foreign or domestic)  with respect to Taxes,  including,  without
limitation,  information  returns, any documents with respect to or accompanying
payments of estimated Taxes, or with respect to or accompanying requests for the
extension  of  time  in  which  to  file  any  such  report,  return,  document,
declaration or other information.

         Termination  Date has the  meaning  set  forth in  Section  10.1(a)(iv)
hereof.

         Third Party Sale has the meaning set forth in Section 1.4(d).

         Time  Brokerage   Agreement  has  the  meaning  set  forth  in  Section
1.5(a)(ix).

         Transaction Documents mean this Agreement; the Bill of Sale, Assignment
and Assumption  Agreement;  the  Assignment of FCC Licenses;  the Time Brokerage
Agreement; and the Deposit Escrow Agreement.

         Transfer  Date means the earlier of the  Non-License  Transfer  and the
Closing Date.

         Unaudited  Financial  Statements  has the  meaning set forth in Section
3.5(a) hereof.

         WARN has the meaning set forth in Section 5.2(h).


ARTICLE 10.   MISCELLANEOUS PROVISIONS.

    10.1  TERMINATION RIGHTS.

         (a) This Agreement may be terminated:

               (i) by mutual consent of the parties;



                                     - 68 -
<PAGE>

              (ii) by Purchaser by written  notice of  termination  delivered to
the Company pursuant to Section 1.6 prior to the Diligence Termination Deadline;

             (iii) by the Company by  written notice of termination delivered to
Purchaser  prior to the Diligence  Termination  Deadline,  if the parties hereto
cannot  agree on the forms of news share  agreement  as provided  for in Section
5.13.

              (iv) by either  the Company or  Purchaser,  provided such party is
not then in material default hereunder,  upon written notice to the other party,
if the Transfer Date has not occurred on or before the date that is one (1) year
after the date of this Agreement (the "TERMINATION DATE");

               (v) by (A)  the  Company  prior  to  the  Transfer  Date,  or (B)
Purchaser  at  any  time,  upon  written  notice  to  the  other  party,  if any
Governmental  Authority shall have issued a statute,  rule,  regulation,  order,
decree  or  injunction  or  taken  any  other  action  permanently  restraining,
enjoining or otherwise  prohibiting  the Closing  hereunder or the closing under
the Gannett Purchase Agreement and such statute, rule, regulation, order, decree
or  injunction  or other  action  shall  have  become  final and  nonappealable,
provided  that this  clause  (v) will not be  applicable  to  actions of the FCC
subject to clause (vi) below;

              (vi) by (A)  the  Company  prior  to  the  Transfer  Date,  or (B)
Purchaser at any time,  upon written notice to the other party,  if (i) the FCC,
or the Chief,  Mass Media Bureau of the FCC, acting under  delegated  authority,
shall have denied the  application for assignment of the Gannett FCC Licenses to
the Company,  (ii) the FCC, or the Chief,  Mass Media Bureau of the FCC,  acting
under delegated  authority,  shall have denied the application for assignment of
the FCC Licenses to Purchaser,  (iii) the parties' request for administrative or
judicial review, or the FCC's  administrative  review sua sponte, shall not have
been  disposed of  favorably to the parties and (iv) the parties have no further
relief available to them;

             (vii) by  Purchaser,  by written  notice to  the Company,  if there
has been a  material  breach by the  Company  of any  representation,  warranty,
covenant  or  agreement  set forth in this  Agreement  such that the  conditions
precedent set forth in Section 6.1 or 6.2 hereof would not be  satisfied,  which
breach has not been cured within twenty (20) Business Days following  receipt by
the Company of written notice of such breach from Purchaser;

            (viii) prior  to  the  Transfer  Date,  by the  Company,  by written
notice to  Purchaser  if there has been a material  breach by  Purchaser  of any
representation, warranty, covenant or agreement set forth in this Agreement such
that the  conditions  precedent set forth in Section 7.1 or 7.2 hereof would not
be



                                     - 69 -
<PAGE>

satisfied,  which breach has not been cured  within  twenty (20)  Business  Days
following  receipt  by  Purchaser  of  written  notice of such  breach  from the
Company;

               (ix) by  Purchaser by written  notice to the Company,  if the FCC
has revoked the Company's or Gannett's FCC License for the Stations; or

               (x)  automatically  prior to the Transfer  Date  without  further
action by the parties upon the termination of the Gannett Purchase  Agreement in
accordance with its terms.

         (b) If this  Agreement is  terminated  pursuant to Section  10.1(a)(i),
(iv),  (v),  (vi),  (vii),  (ix) or (x)  hereof,  Purchaser  shall  receive  the
immediate return of the Letter of Credit.

         (c) If this  Agreement is  terminated  pursuant to Section  10.1(a)(i),
(ii),  (iii),  (iv), (v), (vi),  (vii),  (ix) or (x) hereof this Agreement shall
thereupon become void and of no further effect whatsoever, and the parties shall
be released and discharged of all obligations  under this Agreement,  except (i)
to the extent of a party's  liability  for  willful  material  breaches  of this
Agreement  prior to the time of such  termination,  and (ii) the  obligations of
each party for its own expenses  incurred in  connection  with the  transactions
contemplated by this Agreement as provided herein.

         (d) If this Agreement is terminated  pursuant to Section  10.1(a)(viii)
hereof, the Company's sole and exclusive remedy under this Agreement shall be to
receive  the Escrow  Deposit by  drawing  down on the Letter of Credit  (without
setoff deduction or counterclaim) as liquidated damages,  and upon such payment,
Purchaser shall be discharged from all further liability under this Agreement.

    10.2  LITIGATION COSTS.

         If any litigation  with respect to the obligations of the parties under
this Agreement  results in a final  nonappealable  order of a court of competent
jurisdiction  that  results  in a  final  disposition  of such  litigation,  the
prevailing party, as determined by the court ordering such disposition, shall be
entitled to  reasonable  attorneys'  fees as shall be  determined by such court.
Contingent or other percentage compensation arrangements shall not be considered
reasonable attorneys' fees.

    10.3  EXPENSES.

         Except as otherwise specifically provided in this Agreement,  all costs
and expenses,  including, without limitation, fees and disbursements of counsel,



                                     - 70 -
<PAGE>

financial  advisors and accountants,  incurred in connection with this Agreement
and the  transactions  contemplated  hereby shall be paid by the party incurring
such costs and expenses,  whether or not the Non-License Transfer or the Closing
shall have  occurred,  provided  that the  Company and  Purchaser  shall each be
responsible  and pay fifty  percent (50%) of the HSR Act filing fee (unless this
Agreement is terminated by Purchaser prior to the Diligence Termination Deadline
whereupon  the Company shall be  responsible  for the entire HSR Act filing fee)
and the  filing  fees  payable to the FCC in  connection  with the filing of the
application for assignment of the FCC Licenses.

    10.4  NOTICES.

         Any notice,  demand,  claim, notice of claim,  request or communication
required or permitted to be given under the provisions of this  Agreement  shall
be in writing  and shall be deemed to have been duly given (i) upon  delivery if
delivered in person,  (ii) on the next Business Day after the date of mailing if
mailed by  registered  or certified  mail,  postage  prepaid and return  receipt
requested,  (iii) on the next  Business  Day  after  the date of  delivery  to a
national  overnight courier service,  or (iv) upon transmission by facsimile (if
such transmission is confirmed by the answerback of the facsimile machine of the
addressee) if delivered through such services to the following addresses,  or to
such other  address as any party may request by  notifying in writing all of the
other parties to this Agreement in accordance with this Section 10.4.

                  If to Purchaser:

                           STC Broadcasting, Inc.
                           3839 4th Street North
                           Suite 420
                           St. Petersburg, Florida  33703
                           Attn:  David Fitz
                           Fax:   (727) 821-8092

                  with copies to:

                           Hicks, Muse, Tate & Furst Incorporated
                           200 Crescent Court
                           Suite 1600
                           Dallas, Texas  75201
                           Attn:  Lawrence D. Stuart, Jr., Esq.
                           Fax:   (214) 740-7355



                                     - 71 -
<PAGE>

                  and

                           Hogan & Hartson L.L.P.
                           8300 Greensboro Drive
                           Suite 1100
                           McLean, Virginia  22102
                           Attn:  Richard T. Horan, Jr., Esq.
                           Fax:  (703) 610-6200

                  If to Company:

                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, Maryland  21211-1420
                           Attn:  President
                           Fax:  (410) 467-5043

                  with copy to:

                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, Maryland  21211-1420
                           Attn:  General Counsel
                           Fax:  (410) 662-4707

                  and

                           Thomas & Libowitz, P.A.
                           100 Light Street
                           Suite 1100
                           Baltimore, Maryland  21202-1053
                           Attn:  Steven A. Thomas, Esq.
                           Fax:  (410) 752-2046

         Any such  notice  shall be deemed to have been  received on the date of
personal delivery,  the date set forth on the Postal Service return receipt,  or
the  date  of  delivery  shown  on the  records  of the  overnight  courier,  as
applicable.

    10.5  BENEFIT AND ASSIGNMENT.

         (a) The Company shall not assign this  Agreement,  in whole or in part,
whether by operation of law or otherwise,  without the prior written  consent of



                                     - 72 -
<PAGE>

Purchaser  and any  purported  assignment  contrary to the terms hereof shall be
null, void and of no force and effect;  provided,  however, the Company shall be
entitled,  without  the consent of  Purchaser,  to assign the  Company's  rights
hereunder to any direct or indirect wholly-owned  subsidiaries of the Company to
which the Company shall have assigned the rights of the Company to the Assets of
the Stations under the Gannett  Purchase  Agreement in accordance with the terms
of the  Gannett  Purchase  Agreement  (each  a  "COMPANY  PERMITTED  ASSIGNEE");
provided,  that the Company gives Purchaser  written notice thereof and any such
Company  Permitted  Assignee  shall  be  responsible  for  all  representations,
covenants and agreements of the Company  hereunder as if such Company  Permitted
Assignee  was a party  hereto,  and any such  assignment  shall not  relieve the
Company of any of its Liabilities hereunder (including,  without limitation, any
obligation pursuant to Article 8 hereof).

         (b)  Purchaser  shall not assign this  Agreement,  in whole or in part,
whether by operation of law or otherwise,  without the prior written  consent of
the Company and any purported  assignment  contrary to the terms hereof shall be
null,  void and of no force and effect;  provided,  however,  Purchaser shall be
entitled,  without the consent of the Company,  to assign Purchaser's rights and
interests  hereunder  (in whole or in part as to any  Station)  (i) prior to the
Transfer  Date,  to any  Affiliate  of Purchaser  (each a  "PURCHASER  PERMITTED
ASSIGNEE");  provided,  that Purchaser  gives the Company written notice thereof
and  such  Purchaser   Permitted   Assignee   shall  be   responsible   for  all
representations,  covenants  and  agreements  of Purchaser  hereunder as if such
assignee was a party hereto, and any such assignment shall not relieve Purchaser
of  any  of  its  Liabilities  hereunder  (including,  without  limitation,  any
obligation  pursuant to Article 8 hereof),  and (ii) from and after the Transfer
Date, to any Person.

         (c) This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their  respective  successors and assigns as permitted
hereunder. Except as set forth in Section 8.7, no Person, other than the parties
hereto and their respective successors and assigns as permitted hereunder, is or
shall be entitled to bring any action to enforce any provision of this Agreement
against  any of the  parties  hereto.  Except as set forth in Section  8.7,  the
covenants and  agreements  set forth in this  Agreement  shall be solely for the
benefit  of,  and shall be  enforceable  only by,  the  parties  hereto or their
respective successors and assigns as permitted hereunder.

    10.6  WAIVER.

         Any party to this Agreement may (a) extend the time for the performance
of any of the  obligations  or other  acts of any  other  party,  (b)  waive any
inaccuracies in the  representations and warranties of any other party contained




                                     - 73 -
<PAGE>

herein or in any document  delivered by any other party  pursuant  hereto or (c)
waive  compliance  with any of the  agreements  or conditions of any other party
contained herein.  Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party to be bound thereby.  Any waiver
of any term or condition  shall not be  construed as a waiver of any  subsequent
breach or a subsequent waiver of the same term or condition,  or a waiver of any
other term or condition,  of this Agreement.  The failure of any party to assert
any of its rights hereunder shall not constitute a waiver of any such rights.

    10.7  SEVERABILITY.

         If any term or other provision of this Agreement is invalid, illegal or
incapable  of being  enforced by any Law or public  policy,  all other terms and
provisions of this Agreement shall nevertheless  remain in full force and effect
so long as the  economic or legal  substance  of the  transactions  contemplated
hereby is not affected in any manner materially  adverse to any party. Upon such
determination that any term or other provision is invalid,  illegal or incapable
of being  enforced,  the parties hereto shall  negotiate in good faith to modify
this Agreement so as to effect the original  intent of the parties as closely as
possible in an  acceptable  manner in order that the  transactions  contemplated
hereby  are  consummated  as  originally  contemplated  to the  greatest  extent
possible.

    10.8  AMENDMENT.

         This  Agreement  may  not  be  amended  or  modified  except  (a) by an
instrument  in writing  signed by, or on behalf of, the Company and Purchaser or
(b) by a waiver in accordance with Section 10.6 hereof.

    10.9  EFFECT AND CONSTRUCTION OF THIS AGREEMENT.

         This Agreement  embodies the entire agreement and  understanding of the
parties with respect to the subject  matter  hereof and  supersedes  any and all
prior  agreements,  arrangements  and  understandings,  whether written or oral,
relating to matters  provided for herein.  The language  used in this  Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual  agreement,  and this Agreement shall not be deemed to have been prepared
by any single party  hereto.  Disclosure  of any fact or item in the  Disclosure
Schedule  referenced  by a  particular  paragraph  or section in this  Agreement
shall,  should the  existence of the fact or item or its contents be relevant to
any other  paragraph or section,  be deemed to be disclosed with respect to that
other paragraph or section whether or not a specific cross reference appears, if
the  disclosure  in  respect  of the one  paragraph  or  section  is  reasonably
sufficient to inform the reader of the  information  required to be disclosed in
respect such other  paragraph or section.



                                     - 74 -
<PAGE>

Disclosure of any fact or item in the Disclosure  Schedule shall not necessarily
mean that such item or fact,  individually  or in the aggregate,  is material to
the business, results of operations or financial condition of the Stations. Time
shall be of the essence in enforcing and applying the  covenants and  conditions
set forth in this  Agreement.  The headings of the sections and  subsections  of
this  Agreement  are  inserted  as a matter  of  convenience  and for  reference
purposes  only and in no respect  define,  limit or  describe  the scope of this
Agreement  or the intent of any section or  subsection.  This  Agreement  may be
executed in one or more  counterparts  and by the  different  parties  hereto in
separate  counterparts,  each of which  when  executed  shall be deemed to be an
original  but all of which  taken  together  shall  constitute  one and the same
agreement.  This  Agreement  and the rights and duties of the parties  hereunder
shall be governed by, and construed in accordance with, the laws of the State of
New York,  without  giving  effect to the  conflicts of law  principles  thereof
(other than Section 5-1401 of the New York General Obligations Law).

    10.10 TRANSFER AND CONVEYANCE TAXES.

         Purchaser  and the  Company  shall  each be  liable  for and  shall pay
one-half of all applicable  sales,  transfer,  recording,  deed, stamp and other
similar  non-income taxes,  imposed in connection with transfers and conveyances
of the Assets,  including,  without  limitation,  any real property  transfer or
gains  taxes (if  any),  resulting  from the  consummation  of the  transactions
contemplated by this Agreement.

    10.11 SPECIFIC PERFORMANCE.

         Each of the parties hereto acknowledges and agrees that in the event of
any breach of this Agreement,  each non-breaching party would be irreparably and
immediately  harmed  and  could not be made  whole by  monetary  damages.  It is
accordingly agreed that the parties hereto (a) waive, in any action for specific
performance,  the  defense  of  adequacy  of a  remedy  at law and (b)  shall be
entitled,  in addition to any other  remedy to which they may be entitled at law
or in equity,  to compel  specific  performance  of this Agreement in any action
instituted in any state or federal court having jurisdiction thereover.

    10.12 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

         The respective representations, warranties, covenants and agreements of
the Company and Purchaser contained herein or in any certificate and any and all
covenants  and  agreements  herein or  therein  shall  survive  the  Non-License
Transfer Date or the Closing Date, as applicable, and shall remain in full force
and effect to the following  extent:  (a)  representations  and warranties  with
respect to



                                     - 75 -
<PAGE>

the  Non-License  Assets shall  survive for a period of twelve (12) months after
the Non-License  Transfer Date; (b)  representations and warranties with respect
to the License Assets shall survive for a period of twelve (12) months after the
Closing Date; (c) the covenants and agreements  with respect to the  Non-License
Assets which by their terms survive the Non-License Transfer Date shall continue
in  full  force  and  effect  until  fully  discharged;  (d) the  covenants  and
agreements  with respect to the License  Assets which by their terms survive the
Closing Date shall continue in full force and effect until fully discharged; (e)
the Company's  obligations  with respect to all  obligations and liabilities not
assumed by Purchaser shall survive until such  obligations and liabilities  have
been paid,  performed or discharged in full; (f)  Purchaser's  obligations  with
respect to all obligations and liabilities  assumed by Purchaser hereunder shall
survive until such  obligations  and  liabilities  have been paid,  performed or
discharged in full; (g) the covenants and agreements in Article 8 shall continue
in full force and effect  until fully  discharged;  and (h) any  representation,
warranty, covenant or agreement that is the subject of a claim which is asserted
prior to the expiration of the survival  period set forth in this Section 10.12,
shall survive with respect to such claim or dispute  until the final  resolution
thereof;  provided,  however,  that unless Purchaser shall notify the Company of
any  Claim or  Damages  at least ten (10) days  prior to the  expiration  of the
survival period set forth in clause (a) or (b) above,  the Company shall have no
obligation  to indemnify  Purchaser  under  Section  8.1(a) with respect to such
Claim or Damages.


ARTICLE 11.  NO PERSONAL LIABILITY FOR REPRESENTATIVES, STOCKHOLDERS, DIRECTORS
             OR OFFICERS.

         (a) Purchaser  understands,  acknowledges and agrees that the directors
and officers and  consultants  of the Company and Gannett and the trustees under
the Employee Benefit Plans have performed, or may perform, certain acts required
or  permitted  under  this  Agreement  on behalf of the  Company  or  Gannett to
facilitate the  transactions  among the parties to this  Agreement  contemplated
herein.   Notwithstanding   anything  to  the  contrary   contained  herein,  no
stockholder, director or officer of the Company or Gannett, any such consultant,
or any such  trustee  (or any  Affiliate  of the  foregoing)  shall,  under  any
circumstances,  have, and the Purchaser  hereby  absolves all such Persons from,
any personal  liability to the Purchaser (and each of their Affiliates) for such
acts to the  extent  deemed to be  actions  by or on behalf  of the  Company  or
Gannett.

         (b) The Company understands, acknowledges and agrees that the directors
and  officers  and  consultants  of Purchaser  have  performed,  or may perform,
certain acts required or permitted  under this  Agreement on behalf of Purchaser
to facilitate the transactions among the parties to this Agreement  contemplated




                                     - 76 -
<PAGE>

herein.   Notwithstanding   anything  to  the  contrary   contained  herein,  no
stockholder,  director or officer of  Purchaser or any such  consultant  (or any
Affiliate  of the  foregoing)  shall,  under any  circumstances,  have,  and the
Company  hereby  absolves all such Persons from,  any personal  liability to the
Company (and each of their  Affiliates) for such acts to the extent deemed to be
actions by or on behalf of Purchaser.



                     [REST OF PAGE INTENTIONALLY LEFT BLANK]





                                     - 77 -
<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Purchase
Agreement as of the day and year first above written.


                                         SINCLAIR COMMUNICATIONS, INC.



                                         By:  /s/ David B. Amy
                                             ---------------------------------
                                         Name:    David B. Amy
                                               -------------------------------
                                         Title:   Secretary
                                                ------------------------------


                                         STC BROADCASTING, INC.



                                         By:  /s/ David A. Fitz
                                             ---------------------------------
                                         Name:    David A. Fitz
                                               -------------------------------
                                         Title:   Chief Financial Officer
                                                ------------------------------







<PAGE>


                               PURCHASE AGREEMENT





                                 BY AND BETWEEN





                          SINCLAIR COMMUNICATIONS, INC.





                                       AND







                             STC BROADCASTING, INC.







                           DATED AS OF MARCH 16, 1999



<PAGE>

                                TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----
                                                                                                             
ARTICLE 1. SALE OF ASSETS; ASSUMPTION OF LIABILITIES..............................................................1

         1.1 Assets to Be Acquired................................................................................1
         1.2 Excluded Assets......................................................................................4
         1.3 Assumption of Liabilities............................................................................4
         1.4 Non-License Transfer; Closing........................................................................5
         1.5 Additional Closing Deliveries........................................................................7
         1.6 Due Diligence, Delivery of Disclosure Schedule and Purchaser Termination Right......................10

ARTICLE 2. PURCHASE PRICE........................................................................................10

         2.1 Escrow Deposit......................................................................................10
         2.2 Purchase Price......................................................................................11
         2.3 Payment of Purchase Price...........................................................................11
         2.4 Post-Closing Adjustment.............................................................................12
         2.5 Allocation of the Base Purchase Price...............................................................14

ARTICLE 3. REPRESENTATIONS AND WARRANTIES RELATING TO THE COMPANY................................................14

         3.1 Organization and Standing...........................................................................14
         3.2 Binding Agreement...................................................................................14
         3.3 Absence of Conflicting Agreements or Required Consents..............................................15
         3.4 Equity Investments..................................................................................15
         3.5 Financial Statements................................................................................16
         3.6 Title to Assets; Related Matters....................................................................16
         3.7 Absence of Certain Changes, Events and Conditions...................................................17
         3.8 Litigation..........................................................................................18
         3.9 Insurance...........................................................................................19
         3.10 Material Contracts.................................................................................19
         3.11 Permits and Licenses; Compliance with Law..........................................................19
         3.12 FCC Licenses.......................................................................................20
         3.13 Environmental Matters..............................................................................21
         3.14 Employee Benefit Matters...........................................................................21
         3.15 Labor Relations....................................................................................23
         3.16 Intellectual Property..............................................................................24
         3.17 Taxes..............................................................................................24
         3.18 Commissions........................................................................................25
         3.19 Affiliate Transactions.............................................................................25
         3.20 Gannett Purchase Agreement.........................................................................25
         3.21 Accuracy and Completeness of Representations and Warranties........................................26

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................................................26

         4.1 Organization and Standing...........................................................................26



<PAGE>



                                                                                                             
         4.2 Binding Agreement...................................................................................26
         4.3 Absence of Conflicting Agreements or Required Consents..............................................27
         4.4 Litigation..........................................................................................27
         4.5 Commissions.........................................................................................28
         4.6 Financing...........................................................................................28
         4.7 Purchaser's Qualification...........................................................................28
         4.8 Accuracy and Completeness of Representations and Warranties.........................................28

ARTICLE 5. COVENANTS AND AGREEMENTS..............................................................................28

         5.1 Conduct of the Business Prior to Closing; Access....................................................28
         5.2 Post-Closing Covenants and Agreements, and Other Employee Benefit Matters...........................33
         5.3 Cooperation.........................................................................................36
         5.4 Confidentiality.....................................................................................39
         5.5 Public Announcements................................................................................39
         5.6 No Solicitation.....................................................................................39
         5.7 Employees...........................................................................................39
         5.8 No Additional Representations.......................................................................40
         5.9 Certain Payments....................................................................................40
         5.10 Bulk Sales Laws....................................................................................41
         5.11 Control of the Stations............................................................................41
         5.12 Use of Certain Names...............................................................................42
         5.13 News Sharing Arrangements..........................................................................42
         5.14 Rights Under the Gannett Purchase Agreement........................................................43

ARTICLE 6. CONDITIONS TO OBLIGATIONS OF PURCHASER................................................................44

         6.1 Representations and Warranties......................................................................44
         6.2 Performance by the Company..........................................................................45
         6.3 Certificates........................................................................................45
         6.4 Consents; No Objections.............................................................................45
         6.5 No Proceedings or Litigation........................................................................46
         6.6 FCC Consent.........................................................................................46
         6.7 No Material Adverse Change..........................................................................46
         6.8 Opinions of Counsel.................................................................................46
         6.9 Certain Certified Matters...........................................................................46
         6.10 Good Standing Certificate..........................................................................47
         6.11 No Transmission Defects............................................................................47
         6.12 Closing on the Gannett Purchase Agreement..........................................................47
         6.13 Deliveries.........................................................................................47

ARTICLE 7. CONDITIONS TO OBLIGATIONS OF THE COMPANY..............................................................48

         7.1 Representations and Warranties......................................................................48
         7.2 Performance by Purchaser............................................................................48
         7.3 Certificate.........................................................................................48
         7.4 Consents; No Objections.............................................................................48
         7.5 No Proceedings or Litigation........................................................................48



                                     - ii -
<PAGE>



                                                                                                             
         7.6 FCC Consent.........................................................................................49
         7.7 Certain Certified Matters...........................................................................49
         7.8 Good Standing Certificate...........................................................................49
         7.9. Closing on Gannett Purchase Agreement..............................................................49
         7.10 Deliveries.........................................................................................50

ARTICLE 8. INDEMNIFICATION.......................................................................................50

         8.1 Indemnification by the Company......................................................................50
         8.2 Indemnification by Purchaser........................................................................50
         8.3 Limitations on Indemnification Claims and Liability; Termination of Indemnification.................51
         8.4 Computation of Claims and Damages...................................................................52
         8.5 Notice of Claims....................................................................................53
         8.6 Defense of Third Party Claims.......................................................................53
         8.7 Third Party Beneficiaries...........................................................................54

ARTICLE 9. DEFINITIONS...........................................................................................54

ARTICLE 10. MISCELLANEOUS PROVISIONS.............................................................................68

         10.1 Termination Rights.................................................................................68
         10.2 Litigation Costs...................................................................................70
         10.3 Expenses...........................................................................................70
         10.4 Notices............................................................................................71
         10.5 Benefit and Assignment.............................................................................72
         10.6 Waiver.............................................................................................73
         10.7 Severability.......................................................................................74
         10.8 Amendment..........................................................................................74
         10.9 Effect and Construction of this Agreement..........................................................74
         10.10 Transfer and Conveyance Taxes.....................................................................75
         10.11 Specific Performance..............................................................................75
         10.12 Survival of Representations, Warranties and Covenants.............................................75

ARTICLE 11. NO PERSONAL LIABILITY FOR REPRESENTATIVES, STOCKHOLDERS, DIRECTORS OR OFFICERS.......................76


                                     - iii -
<PAGE>

                                    EXHIBITS



Exhibit A                  Bill of Sale, Assignment and Assumption Agreement

Exhibit B                  Assignment of FCC Licenses

Exhibit C                  Time Brokerage Agreement

Exhibit D                  Deposit Escrow Agreement

Exhibit E                  FCC Opinion





<PAGE>

                               DISCLOSURE SCHEDULE

Section 1.1(d)         Real Property
Section 1.2            Excluded Assets
Section 1.4            License Assets
Section 2.5            Allocation of Base Purchase Price
Section 3.3.           Absence of Conflicting Agreements or Required Consents
Section 3.5.           Financial Statements
Section 3.6.           Title to Assets; Related Matters
Section 3.7.           Absence of Certain Changes, Events and Conditions
Section 3.8.           Litigation
Section 3.9.           Insurance
Section 3.10.          Material Contracts
Section 3.11           Permits
Section 3.12           FCC Licenses
Section 3.13           Environmental Matters
Section 3.14           Employee Benefits
Section 3.14.1         Non-Corporate Employees (other than division heads)
Section 3.14.2         Severance and Retention Agreements - Division Heads
Section 3.15           Labor Relations
Section 3.16           Intellectual Property
Section 3.17           Taxes
Section 3.19           Affiliate Transactions
Section 4.4            Purchaser Litigation
Section 4.7            Purchaser's Qualification
Section 5.1            Conduct of Business Prior to Closing
Section 5.2            Post-Closing Covenants and Agreements
Section 5.13           News Share Arrangements
Section 6.4            Material Consents Required as a Condition of the
                       Purchaser's Obligation to Close
Section 7.4            Material Consents Required as a Condition of the
                       Company's Obligation to Close
Section 9              Closing Statement Differences


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