i 3 ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Execution Copy

AGREEMENT AND PLAN OF MERGER

dated as of March 26, 1997

by and among

THE HEARST CORPORATION,

HAT MERGER SUB, INC.,

HAT CONTRIBUTION SUB, INC.

and

ARGYLE TELEVISION, INC.

TABLE OF CONTENTS

Page
No.

ARTICLE I.

THE MERGER

1.01 The Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.02 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.03 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.04 Certificate of Incorporation and Bylaws of the Surviving Corporation . . . . . . . . . . . . . . . . . . . 4
1.05 Directors and Officers of the Surviving Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.06 Effects of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.07 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II.

CERTAIN PRE-MERGER TRANSACTIONS
2.01 Restated Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.02 Contribution of Contributed Cash and Parent Station Assets;
Assumption of Bridge Debt, Private Placement Debt and Parent . . . . . . . . . . . . . . . . . . . . . . . 5
2.03 Issuance of Company Series B Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE III.

CONVERSION OF SHARES

3.01 Conversion of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.02 Election Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.03 Selection of Company Common Stock and Company Options . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.04 The Company To Make Cash and Certificates Available . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.05 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.06 Dissenting Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.07 Electing Optionholders Supplemental Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE IV.

CERTAIN ADJUSTMENTS

4.01 Parent Station Business Adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

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ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

5.01 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.02 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
5.03 Authority Relative to this Agreement; Restated Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.04 Non-Contravention; Approvals and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
5.05 SEC Reports and Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.06 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.07 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.08 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.09 Compliance with Laws and Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.11 Employee Benefit Plans; ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
5.12 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.13 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.14 Intangible Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.15 Title; Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
5.16 Opinion of Financial Advisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF PARENT

6.01 Organization and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
6.02 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
6.04 Non-Contravention; Approvals and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.05 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
6.06 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.07 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.08 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.09 Compliance with Laws and Orders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.10 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
6.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
6.12 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.13 Title to Parent Station Assets; Entire Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
6.14 Condition of Parent Station Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.15 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.16 Intangible Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

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ARTICLE VII.

COVENANTS RELATING TO CONDUCT OF BUSINESS

7.01 Conduct of Business by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
7.02 Conduct of Parent Station Business by Parent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE VIII.

ADDITIONAL AGREEMENTS
8.01 No Solicitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
8.03 Access to Information; Audited Financial Statements; Confidentiality . . . . . . . . . . . . . . . . . . . . . 44
8.04 Registration Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
8.05 Approval of Stockholders and Board Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.06 Regulatory and Other Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
8.07 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.08 Affiliate Letters; Resales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.09 Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.10 Directors' and Officers' Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.11 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.12 Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.13 Fulfillment of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.14 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.15 Cross-Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE IX.

CONDITIONS

9.01 Conditions to Each Party's Obligation to Effect the Contribution and the Merger . . . . . . . . . . . . . . . 53
9.02 Conditions to Obligation of Parent, Merger Sub and Cash Sub to Effect the Contribution and the Merger . . . . 54
9.03 Conditions to Obligation of the Company to Effect the Merger . . . . . . . . . . . . . . . . . . . . . . . . . 56

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ARTICLE X.

TERMINATION, AMENDMENT AND WAIVER

10.01 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
10.02 Effect of Termination and Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.03 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.04 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE XI.

GENERAL PROVISIONS

11.01 Non-Survival of Representations, Warranties, Covenants and Agreements . . . . . . . . . . . . . . . . . . . . 59
11.02 Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.04 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.05 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.06 No Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
11.07 No Assignment; Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11.08 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11.09 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11.10 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
11.11 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

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EXHIBITS

Exhibit A Form of Restated Charter

Exhibit B Form of Registration Rights Agreement

Exhibit 1.05 Directors and Officers of the Surviving
Corporation

Exhibit 8.08 Form of Affiliate Letter

Exhibit 9.01(i) Terms of Management Contract, TV Option Contract,
and Radio Facilities Lease

Exhibit 9.02(f) Form of Tax Sharing Agreement

Exhibit 9.02(g) Form of License Agreement

Exhibit 9.02(h)(A) List of Persons Delivering Management Transfer
Restriction Agreements

Exhibit 9.02(h)(B) Form of Management Transfer Restriction Agreement

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This AGREEMENT AND PLAN OF MERGER dated as of March 26,
1997, is made and entered into by and among The Hearst Corporation, a Delaware
corporation ("Parent"), HAT Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), HAT Contribution Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Cash Sub"), and
Argyle Television, Inc., a Delaware corporation (the "Company").

WHEREAS, Parent is engaged in the business of owning and
operating the following television broadcast stations: KMBC-TV in Kansas City,
Kansas, WBAL-TV in Baltimore, Maryland, WCVB-TV in Boston, Massachusetts,
WDTN-TV in Dayton, Ohio, WISN-TV in Milwaukee, Wisconsin, and WTAE-TV in
Pittsburgh, Pennsylvania (collectively, the "Parent Stations");

WHEREAS, the Company is engaged in the business of owning
and operating the following television broadcast stations: WLWT- TV in
Cincinnati, Ohio, KOCO-TV in Oklahoma City, Oklahoma, WNAC-TV in Providence,
Rhode Island, KITV-TV in Honolulu, Hawaii, WAPT-TV in Jackson, Mississippi,
KHBS-TV in Ft. ▇▇▇▇▇, Arkansas, and KHOG-TV in Fayetteville, Arkansas
(collectively, the "Company Stations");

WHEREAS, the Board of Directors of the Company has approved
and determined it advisable that the Company adopt certain amendments to the
Company's Certificate of Incorporation and a restatement of such Certificate of
Incorporation reflecting such amendments, in the form attached hereto as
Exhibit A (the "Restated Charter"), which Restated Charter shall be in effect
immediately prior to the consummation of the Merger described below;

WHEREAS, the Boards of Directors of Parent, Cash Sub,
Merger Sub and the Company each have approved the execution and delivery of
this Agreement and have determined, as applicable, that it is advisable and in
the best interests of their respective stockholders for (i) Parent to
contribute, or cause to be contributed, to the Company certain of the assets
and liabilities of the Parent Stations in exchange for shares of Company Series
B Common Stock (as hereinafter defined), (ii) Cash Sub to contribute to the
Company the Contributed Cash and the Bridge Debt (each as hereinafter defined)
in exchange for one (1) share of Company Series B Common Stock, (iii) the
Company to contribute the assets and liabilities of the Parent Stations to one
or more direct or indirect wholly-owned subsidiaries of the Company
(collectively, the "Broadcast Subsidiaries"), and (iv) Merger Sub to merge with
and into the Company, as a result of which the Company shall be the surviving
corporation (the "Merger");

WHEREAS, for federal income tax purposes, it is intended
that the Contribution (as hereinafter defined) will qualify as a tax-free
exchange under the provisions of Section 351 of the Internal Revenue Code of
1986, as amended (the "Code");

WHEREAS, for federal income tax purposes, it is intended
that the Merger will qualify as a redemption under the provisions of Section
302 of the Code with respect to those stockholders of the Company who receive
cash pursuant to the Merger;

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WHEREAS, Argyle Television Investors, L.P. (together with
any successor partnership, "ATILP") is the holder of 6,600,000 shares of the
Series C Common Stock of the Company, par value $.01 per share ("Existing
Series C Common Stock"); Television Investment Partners L.P. ("TIP") is the
holder of 700,000 shares of Existing Series C Common Stock; Argyle Television
Partners, L.P. ("ATP") is the holder of 36,000 shares of the Series B Common
Stock of the Company, par value $.01 per share ("Existing Series B Common
Stock"); and ▇▇▇▇▇ (a/k/a ▇▇▇▇▇▇) Hernreich ("Hernreich") is the holder of
159,358 shares of the Series A Common Stock of the Company, par value $.01 per
share (the "Existing Series A Common Stock"); Argyle Foundation is the holder
of 99,000 shares of Existing Series A Common Stock; and Skylark Foundation is
the holder of 65,000 shares of Existing Series A Common Stock;

WHEREAS, ATILP (and its general partner) has adopted a plan
of liquidation of ATILP (the "ATILP Liquidation Plan") providing for the
distribution of shares of Existing Series A Common Stock (into which shares of
Existing Series C Common Stock held by ATILP will be converted pursuant to the
Voting Agreements described below) to the partners of ATILP in accordance with
the terms of the Amended and Restated Agreement of Limited Partnership of
ATILP;

WHEREAS, TIP (and its general partner) has adopted a plan
of liquidation of TIP (the "TIP Liquidation Plan") providing for the
distribution of shares of Existing Series A Common Stock (into which shares of
Existing Series C Common Stock will be converted pursuant to the Voting
Agreements described below) to the partners of TIP in accordance with the terms
of the Amended and Restated Agreement of Limited Partnership of TIP;

WHEREAS, ATP (and its general partner) has adopted a plan
of liquidation of ATP (the "ATP Liquidation Plan") providing for the
distribution to the partners of ATP in accordance with the terms of the
Agreement of Limited Partnership of ATP, as amended, of (i) 36,000 shares of
Existing Series B Common Stock and (ii) Existing Series A Common Stock which
will be received by ATP upon its receipt of liquidating distributions from
ATILP, TIP and ATI General Partner, L.P. ("ATIGP");

WHEREAS, ATIGP (and its general partner) has adopted a plan
of liquidation of ATIGP (the "ATIGP Liquidation Plan") providing for the
distribution to the partners of ATIGP in accordance with the terms of the ATIGP
partnership agreement of Existing Series A Common Stock which will be received
by ATIGP upon its receipt of a liquidating distribution from ATILP;

WHEREAS, although ATILP, TIP, ATP and ATIGP respectively,
desire to effectuate the ATILP Liquidation Plan, the TIP Liquidation Plan, the
ATP Liquidation Plan and the ATIGP Liquidation Plan as soon as practicable,
Parent, Merger Sub and Cash Sub are unwilling to enter into this Agreement
unless each of ATILP, TIP, ATP, Hernreich, Argyle Foundation and Skylark
Foundation concurrently with the execution and delivery of this Agreement,
enter into agreements (the "Voting Agreements") pursuant to which, subject to
the terms thereof, (i) each of ATILP and TIP agrees to convert all of the
shares of Existing Series C Common Stock held by it into shares of the Existing
Series A Common Stock into which such shares of Existing Series C Common Stock
are convertible, and (ii) each of ATILP and TIP

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agrees to vote such shares of Existing Series A Common Stock held by it, ATP
agrees to vote all shares of Existing Series B Common Stock held by it, and
each of Hernreich, Argyle Foundation and Skylark Foundation agrees to vote all
shares of Existing Series A Common Stock held by each of them, in favor of the
Restated Charter and the Merger; and the Board of Directors of the Company has
approved the execution and delivery of the Voting Agreements;

WHEREAS, on behalf of the partners of ATILP, TIP, and ATP,
each of ATILP, TIP and ATP have agreed pursuant to the Voting Agreements that
they will not effectuate the ATILP Liquidation Plan, the TIP Liquidation Plan
or the ATP Liquidation Plan until the day immediately following stockholder
approval;

WHEREAS, upon consummation of the Merger, the Company
intends to enter into a Registration Rights Agreement with certain holders
described therein in substantially the form attached hereto as Exhibit B (the
"Registration Rights Agreement"); and

WHEREAS, certain capitalized terms used herein have the
meanings ascribed to such terms in Section 11.02.

NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

ARTICLE I.

THE MERGER

1.01 The Merger. At the Effective Time (as defined in
Section 1.02), upon the terms and subject to the conditions of this Agreement,
Merger Sub shall be merged with and into the Company in accordance with the
General Corporation Law of the State of Delaware (the "DGCL"). The Company
shall be the surviving corporation in the Merger (the "Surviving Corporation").
Merger Sub and the Company are sometimes referred to herein as the "Constituent
Corporations". As a result of the Merger, the outstanding shares of capital
stock of the Constituent Corporations shall be converted or cancelled in the
manner provided in Article III.

1.02 Effective Time. At the Closing (as defined in
Section 1.03), a certificate of merger (the "Certificate of Merger") shall be
duly prepared and executed by the Surviving Corporation and thereafter
delivered to the Secretary of State of the State of Delaware (the "Secretary of
State") for filing, as provided in Section 251 of the DGCL, on, or as soon as
practicable after, the Closing Date (as defined in Section 1.03). The Merger
shall become effective at the time of the filing of the Certificate of Merger
with the Secretary of State or, if the Certificate of Merger specifies a
subsequent time for effectiveness, then at such specified time (the date and
time of such filing or as specified in the Certificate of Merger being referred
to herein as the "Effective Time").

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1.03 Closing. The closing of the Merger (the "Closing")
will take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as the parties hereto mutually agree, on
a date and at a time to be specified by the parties, which shall in no event be
later than 10:00 a.m., local time, on the third Business Day after the
conditions set forth in Article IX have been satisfied or, if permissible,
waived in accordance with this Agreement, or on such other date as the parties
hereto mutually agree (the "Closing Date"). At the Closing there shall be
delivered to Parent and the Company the certificates and other documents and
instruments required to be delivered under Article IX or under other provisions
of this Agreement.

1.04 Certificate of Incorporation and Bylaws of the
Surviving Corporation. At the Effective Time, (i) the Certificate of
Incorporation of the Company as in effect immediately prior to the Effective
Time (as amended and restated, as provided in Section 2.01) shall be the
Certificate of Incorporation of the Surviving Corporation, except that Article
"One" of the Certificate of Incorporation of the Surviving Corporation shall be
amended to read as follows: "The name of the Corporation is Hearst/Argyle
Television, Inc.," and (ii) the Bylaws of the Company as in effect immediately
prior to the Effective Time shall be the Bylaws of the Surviving Corporation,
except that the Bylaws shall be amended such that Section 2 of Article III
thereof shall be amended and restated in its entirety to read as follows until
thereafter amended as provided by law:

Section 2. Number of Directors. Effective upon the merger
of HAT Merger Sub, Inc. with and into the corporation, the
number of directors shall be twelve (12); thereafter, the
number of directors shall consist of no fewer than seven
(7) members and no more than fifteen (15) members as
determined from time to time in accordance with these
Bylaws by resolution of the Board of Directors, but no
decrease in the number of directors shall have the effect
of shortening the term of any incumbent director.

1.05 Directors and Officers of the Surviving Corporation.
From and after the Effective Time, the directors and officers of the Surviving
Corporation shall be the persons set forth on Exhibit 1.05 hereto and eight
other individuals to be designated as directors by Parent pursuant to a written
notice delivered to the Company prior to the Effective Time, until their
successors shall have been duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with the Surviving
Corporation's Certificate of Incorporation and Bylaws.

1.06 Effects of the Merger. Subject to the provisions of
this Agreement, the effects of the Merger shall be as provided in the
applicable provisions of the DGCL.

1.07 Further Assurances. Each party hereto will execute
such further documents and instruments and take such further actions as may
reasonably be requested by one or more of the others to consummate the Merger,
to vest the Surviving Corporation with full

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title to all assets, properties, rights, approvals, immunities and franchises
of either of the Constituent Corporations or to effect the other transactions
and purposes of this Agreement.

ARTICLE II.

CERTAIN PRE-MERGER TRANSACTIONS

2.01 Restated Charter. At the Closing but prior to the
Effective Time, the Company shall duly execute and file the Restated Charter
with the Secretary of State, as provided in Section 245 of the DGCL, so that
the Restated Charter shall be in effect and operative as the Certificate of
Incorporation of the Company at the Effective Time (the date and time of such
Restated Charter filing being referred to herein as the "Amendment Time").

2.02 Contribution of Contributed Cash and Parent Station
Assets; Assumption of Bridge Debt, Private Placement Debt and Parent Station
Liabilities.

(a) Contribution of Contributed Cash and Parent Station
Assets. Upon the terms and subject to the conditions of this Agreement (and
except as contemplated by Section 8.15), at the Closing and immediately prior
to the Merger but after the Amendment Time, (x) Cash Sub shall contribute,
transfer, assign, convey and deliver to the Company, and the Company shall
receive, acquire and accept from Cash Sub, cash in the amount of Two Hundred
Million and Twenty-Six Dollars and Fifty Cents ($200,000,026.50) (the
"Contributed Cash") and (y) Parent shall contribute, transfer, assign, convey
and deliver to the Company and immediately following such transactions the
Company shall contribute, transfer, assign, convey and deliver to the Broadcast
Subsidiaries, and the Company shall receive, acquire and accept from Parent,
and thereupon the Company shall cause the Broadcast Subsidiaries to receive,
acquire and accept from the Company, all of Parent's right, title and interest
in and to all of the assets, properties and rights of Parent owned or used by
Parent solely in the conduct of the business and operations of the Parent
Stations and of Hearst Broadcasting Productions (collectively, the "Parent
Station Business"), of every type and description, real, personal and mixed,
tangible and intangible, wherever located, as and to the extent existing at the
time of the Contribution, other than those assets, properties and rights which
are specifically excluded pursuant to Section 2.02(b) (the assets, properties
and rights described in this clause (y) are hereinafter collectively referred
to as the "Parent Station Assets"). The contribution by Cash Sub to the
Company of the Contributed Cash and the contribution by Parent to the Company
of the Parent Station Assets is hereinafter referred to collectively as the
"Contribution.") Without limitation of the foregoing, but except as
specifically excluded pursuant to Section 2.02(b), the Parent Station Assets
shall include the following as and to the extent existing at the time of the
Contribution:

(i) Tangible Personal Property. All equipment,
machinery, vehicles, furniture, fixtures,
transmitters, transmitting towers, antennae,
computer hardware and software, office
materials and supplies, spare parts and other
tangible personal property of every kind and
description, owned, leased, used or held for
use by Parent and which relate solely to the
conduct of the Parent Station Business, and
any additions, improvements, replacements and
alterations thereto ("Parent Station Tangible
Property");

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(ii) Owned Real Property. All real property
described in Section 2.02(a)(ii) of the
Parent Disclosure Letter (as hereinafter
defined), together with all easements,
licenses and other interests and rights
arising out of the ownership thereof or
appurtenant thereto, and all buildings,
transmitters, towers and antennae, fixtures
and improvements thereon;

(iii) Real Property Leases. The leases or
subleases of real property, buildings,
transmitters, tower and antennae as to which
Parent is the lessor/sublessor or
lessee/sublessee set forth in Section
2.02(a)(iii) of the Parent Disclosure Letter,
together with any options to purchase the
underlying property and leasehold
improvements thereon, to which Parent is a
party or by which the Parent Station Business
is bound, and which relate solely to the
conduct of the Parent Station Business (the
"Parent Station Leases");

(iv) Contracts. All contracts and other
agreements (other than the Parent Station
Leases), to which Parent is a party or by
which the Parent Station Business is bound,
and which relate solely to the conduct of the
Parent Station Business, including, but not
limited to, all orders and agreements for the
sale of advertising, program agreements,
network affiliation agreements and employment
contracts with television talent, all leases
of Parent Station Tangible Property as to
which Parent is the lessor/sublessor or
lessee/sublessee together with any options to
purchase the underlying property (the "Parent
Station Contracts");

(v) Permits. To the extent transferable under
applicable law, all franchises, approvals,
permits, licenses, orders, registrations,
certificates, variances and similar rights
and applications for any of the foregoing and
which relate solely to the conduct of the
Parent Station Business, including but not
limited to FCC Licenses ("Parent Station
Permits");

(vi) Accounts Receivable. All trade accounts
receivable and all notes, bonds and other
evidences of indebtedness of and rights to
receive payments arising out of sales
occurring in the conduct of the Parent
Station Business and the security agreements
related thereto, including any rights of
Parent with respect to any third party
collection procedures which have been
commenced in connection therewith, to the
extent related solely to the conduct of the
Parent Station Business;

(vii) Prepaid Expenses. All prepaid expenses
relating solely to the conduct of the Parent
Station Business;

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(viii) Security Deposits. All security deposits
deposited or made by Parent and which relate
solely to the Parent Station Assets
(including but not limited to those made as
lessee or sublessee under any of the Parent
Station Leases and Parent Station Contracts);

(ix) Intangible Property. All patents and
applications therefor, copyrights and
applications therefor (including rights to
renew), trademarks and applications therefor,
trade names and applications therefor,
service marks and applications therefor,
computer software and television station call
letters ("Intangible Property") which relate
solely to the Parent Station Business;

(x) Books and Records. All general, financial
and personnel records, correspondence and
other files and records, including all FCC
logs and other records, of Parent pertaining
solely to the conduct of the Parent Station
Business; and

(xi) Goodwill. All of Parent's goodwill in the
Parent Station Business;

(b) Excluded Assets. Any provision of this Agreement to
the contrary notwithstanding, the Company shall not acquire from Parent and
there shall be excluded from the Parent Station Assets the following (the
"Parent Station Excluded Assets"):

(i) Cash. All cash, marketable securities,
commercial paper, certificates of deposit and
other bank deposits, treasury bills and other
cash equivalents (the "Excluded Cash");

(ii) Bank Accounts. All rights with respect to
bank accounts;

(iii) Radio Assets. All assets, properties and
rights of Parent owned, used or held for the
use by Parent in the ownership or operation
of radio broadcast stations (the "Radio
Assets");

(iv) Tax Refunds. All rights of Parent with
respect to any federal, state, local or
foreign income, franchise, excise, stamp,
real property, personal property, sales, use,
customs, transfer, gains or value added tax,
tariff, import, fee, duty, levy or other
governmental charge (collectively, "Taxes")
incurred by Parent in the conduct of the
Parent Station Business or with respect to
the Parent Station Assets before the
Contribution (collectively, "Tax Refunds"),
other than any Tax Refunds attributable to
Taxes accrued for on the Parent Station
Balance Sheet;

(v) Florida Station. All assets, properties and
rights of Parent owned, used or held for use
by Parent and/or WWWB-TV Company solely in
the ownership or operation of the WWWB-TV
(Tampa, Florida) television broadcast station
(the "Florida Station Assets");

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(vi) Missouri LMA. The local marketing agreement
of Parent with respect to the operations of
KCWB-TV (Kansas City, Missouri), including
all assets, properties and rights of Parent
with respect thereto (the "Missouri LMA");

(vii) Intercompany Accounts. All rights with
respect to any obligations of Parent, any
Affiliate of Parent or any director or
officer of Parent or of any Affiliate of
Parent;

(viii) Certain Names. All rights to use the
corporate names, logos, trademarks or
tradenames set forth in Section 2.02(b) of
the Parent Disclosure Letter or any
derivatives or variances thereof, including
but not limited to the name "Hearst,", "The
Hearst Corporation," or any derivatives or
variances thereof;

(ix) Insurance. All insurance policies and all
rights of every nature and description under
or arising out of such policies, except as
provided in Section 2.02(g) of this
Agreement;

(x) Certain Programs. All rights to the
television program "Rebecca's Garden"; and

(xi) Other Matters. All rights of Parent under
this Agreement and the agreements and
instruments delivered to Parent by the
Company or the Broadcast Subsidiaries
pursuant to this Agreement and all other
assets, properties and rights of Parent which
are not owned or used by Parent solely in the
conduct of the Parent Station Business.

(c) Assumption of Bridge Debt, Private Placement
Debt and Parent Station Liabilities. Subject to the terms set forth in this
Agreement and except as provided in Section 2.02(d), in consideration for the
Contribution and simultaneously therewith, (x) the Company shall assume and
thereafter pay, perform and discharge when due: (i) the Bridge Debt, (ii) the
Private Placement Debt and (iii) any and all obligations and liabilities of
Parent to the extent related to the Parent Station Business, whether fixed,
contingent, ▇▇▇▇▇▇, inchoate or otherwise, as and to the extent existing at the
time of the Contribution other than the Parent Station Excluded Liabilities (as
defined below) (the "Parent Station Assumed Liabilities"), and (y) immediately
following such transactions the Company shall cause the Broadcast Subsidiaries
to assume and thereafter pay, perform and discharge when due the Private
Placement Debt and the Parent Station Assumed Liabilities. Without limitation
of the foregoing, but except as provided in Section 2.02(d) and Section
2.02(f), the Parent Station Assumed Liabilities shall include the following as
and to the extent existing at the time of the Contribution:

(i) Balance Sheet Liabilities. All liabilities
set forth on the balance sheet of the Parent
Station Business as of December 31, 1996
referred to in Section 6.05;

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(ii) Obligations Under Leases, Contracts and
Permits. All liabilities and obligations of
Parent under any Parent Station Leases,
Parent Station Contracts and Parent Station
Permits;

(iii) Employees. All liabilities and obligations
of Parent relating to the Parent Station
Employees (as defined below);

(d) Liabilities Not Assumed. Anything contained in this
Agreement to the contrary notwithstanding, the Company shall not assume and
there shall be excluded from the Parent Station Assumed Liabilities the
following obligations and liabilities of Parent (collectively, the "Parent
Station Excluded Liabilities"):

(i) Non-Trade Indebtedness. All liabilities
under any bonds, notes, debentures or similar
instruments, any indebtedness for borrowed
money or any guarantees thereof other than
the Private Placement Debt;

(ii) Tax Liabilities. Any liabilities for Taxes
incurred by Parent in the conduct of the
Parent Station Business or with respect to
the Parent Station Assets before the
Contribution, except to the extent accrued
for on the Parent Station Balance Sheet or as
provided in Section 8.11;

(iii) Parent Station Employee Benefit Plans. All
liabilities and obligations (x) of Parent
under the Parent Station Employee Benefit
Plans, other than collective bargaining
agreements and employment agreements with
respect to Parent Station Employees, (y) to
employees of Parent who are not Parent
Station Employees (as hereinafter defined),
and (z) under the employment agreements set
forth in Section 2.02(d)(iii) of the Parent
Disclosure Letter;

(iv) Intercompany Accounts. All liabilities to
Parent or any affiliate of Parent (other than
amounts owed to Parent Station Employees);

(v) Excluded Assets. All liabilities or
obligations to the extent relating to the
acquisition, ownership, operations or use of
any of the Parent Station Excluded Assets.

Parent shall pay, perform and discharge in a timely manner or shall make
adequate provision for all of the Parent Station Excluded Liabilities;
provided, however, that Parent may contest, in good faith, any claim of
liability asserted by a third party in respect thereof.

(e) Nonassignable Parent Station Contracts and Parent
Station Permits. To the extent that transfer and assignment hereunder by
Parent to the Company or by the Company to the Broadcast Subsidiaries of any
Parent Station Lease, Parent Station Contract or Parent Station Permit is not
permitted or is not permitted without the consent of any third party, this
Agreement shall not be deemed to constitute an undertaking to assign the same
if such consent is not given or if such an undertaking otherwise would
constitute a breach thereof or cause a loss

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of benefits thereunder. Parent will use commercially reasonable efforts to
obtain any and all such third party consents; provided, however, that except as
otherwise provided in Section 8.06, Parent shall not be required to pay or
incur any cost or expense to obtain any third party consent which Parent is not
otherwise required to pay or incur in accordance with the terms of the
applicable Parent Station Lease, Parent Station Contract or Parent Station
Permit. If any such third party consent is not obtained before the transfer of
the Parent Station Business contemplated by this Section 2.02, Parent will
cooperate with the Company, at its expense, in any reasonable arrangement
designed to thereafter provide to the Broadcast Subsidiaries the benefits under
the applicable Parent Station Lease, Parent Station Contract or Parent Station
Permit.

(f) Parent Station Employees. Effective upon the
Contribution, all employees of Parent employed in the Parent Station Business,
except those employees identified in Section 2.02(f) of the Parent Disclosure
Letter, shall become employees (the "Parent Station Employees") of the Company
or one or more of the Broadcast Subsidiaries at the Closing and simultaneous
with the Contribution.

(g) Risk of Loss. The risk of loss or damage to any of
the Parent Station Assets to be contributed by Parent to the Company and by the
Company to the Broadcast Subsidiaries shall be on Parent prior to the Closing
and thereafter shall be on the Company. If any of the Parent Station Assets
shall suffer any material damage, destruction or loss after the date of this
Agreement but before the Closing Date, and such Parent Station Asset and the
related casualty are covered by any insurance policy maintained by Parent or
the Parent Station Business with a third party insurer: Parent shall pay the
Company at the Closing or as soon as practicable after receipt by Parent, if
later than the Closing, in cash, the amount by which the proceeds from such
policy in respect of such damage, destruction or loss exceed the sum of (i) any
amount accrued for on the Parent Station Balance Sheet as a current liability
with respect to repair, restoration or replacement related to such damage,
destruction or loss and (ii) the amount by which the current assets included in
the Parent Station Balance Sheet shall have been reduced by reason of any
current asset so damaged, destroyed or lost.

2.03 Issuance of Company Series B Common Stock. In
exchange for the transfer of the Contributed Cash and the Parent Station Assets
to the Company pursuant to Section 2.02 above, and simultaneously therewith but
after the Restated Charter has been duly filed and is in effect as provided in
Section 2.01, (i) the Company shall issue to Parent 38,611,000 shares of the
Company Series B Common Stock and (ii) the Company shall issue to Cash Sub one
share of the Company Series B Common Stock.

ARTICLE III.

CONVERSION OF SHARES

3.01 Conversion of Capital Stock. At the Effective Time,
by virtue of the Merger and without any action on the part of any holder of any
share of capital stock of Merger Sub or the Company:

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(a) Capital Stock of Merger Sub. Each issued and
outstanding share of the common stock, par value $.01 per share, of Merger Sub
("Merger Sub Common Stock") shall be converted into and become one fully paid
and nonassessable share of Series B Voting Common Stock, par value $.01 per
share, of the Surviving Corporation ("Surviving Corporation Series B Common
Stock"). Each certificate representing outstanding shares of Merger Sub Common
Stock shall at the Effective Time represent an equal number of shares of
Surviving Corporation Series B Common Stock.

(b) Cancellation of Treasury Stock. Each share of
Company Series A Common Stock and Company Series B Common Stock, and each share
of the Company Series A Preferred Stock and Company Series B Preferred Stock
that is owned by the Company as treasury stock shall be cancelled and retired
and shall cease to exist and no stock of the Company or other consideration
shall be delivered in exchange therefor.

(c) Conversion of Company Common Stock. Each issued and
outstanding share of Company Series B Common Stock shall be converted into and
become one fully paid and nonassessable share of Surviving Corporation Series B
Common Stock. Each certificate representing outstanding shares of Company
Series B Common Stock shall at the Effective Time represent an equal number of
shares of Surviving Corporation Series B Common Stock. Except as otherwise
provided in Section 3.06 and subject to Section 3.01(b), at the Effective Time
each issued and outstanding share of Company Series A Common Stock shall be
converted into one of the following:

(i) Each share of Company Series A Common Stock
which under the terms of Section 3.03 is to
be converted into the right to receive solely
shares of Series A Voting Common Stock, par
value $.01 per share, of the Surviving
Corporation ("Surviving Corporation Series A
Common Stock") shall be converted into the
right to receive one share of Surviving
Corporation Series A Common Stock (the "Stock
Consideration");

(ii) Each share of Company Series A Common Stock
which under the terms of Section 3.03 is to
be converted into the right to receive solely
cash shall be converted into the right to
receive cash, without interest, in an amount
equal to $26.50 (the "Cash Consideration");
and

(iii) Each share of Company Series A Common Stock
which under the terms of Section 3.03 is to
be converted into the right to receive a
combination of shares of Surviving
Corporation Series A Common Stock and cash,
shall be converted into the right to receive
0.50 shares of Surviving Corporation Series A
Common Stock and $13.25 in cash, without
interest (the "Mixed Consideration").

(d) Conversion of Company Preferred Stock. Except as
otherwise provided in Section 3.06 and subject to Section 3.01(b), at the
Effective Time each issued and outstanding share of Company Series A Preferred
Stock shall be converted into one share of the Surviving

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Corporation's Series A Voting Preferred Stock, par value $.01 per share (the
"Surviving Corporation Series A Preferred Stock"), and each issued and
outstanding share of Company Series B Preferred Stock shall be converted into
one share of the Surviving Corporation's Series B Voting Preferred Stock, par
value $.01 per share (the "Surviving Corporation Series B Preferred Stock").
Each certificate representing outstanding shares of Company Series A Preferred
Stock or shares of Company Series B Preferred Stock shall at the Effective Time
represent an equal number of shares of Surviving Corporation Series A Preferred
Stock or Surviving Corporation Series B Preferred Stock, as the case may be.

(e) Company Options. Each option or similar right to
purchase shares of Company Series A Common Stock which is outstanding at the
Effective Time (each such option, as it relates to each such share, being
referred to herein as a "Company Option") shall be cancelled, by virtue of the
Merger and without further action by the Company or the holder of a Company
Option, without consideration except as provided in this Section 3.01(e). Each
person shown on the books of the Company to be a holder of a Company Option,
whether or not immediately exercisable, shall be entitled to receive subject to
and in accordance with the terms of Section 3.03, as soon as practicable after
the Effective Time, at such holder's election, one of the following:

(i) an option to purchase shares of Surviving
Corporation Series A Common Stock ("Surviving
Corporation Options"), into which the Company
Options shall be converted and assumed by the
Surviving Corporation. Each Surviving
Corporation Option shall be fully vested and
shall otherwise be exercisable upon the same
terms and conditions as set forth in the
option agreement respecting the Company
Option converted into such Surviving
Corporation Option (an "Option Rollover"); or

(ii) a number of shares of Surviving Corporation
Series A Common Stock ("Option Stock") equal
to (x) the number of shares of Company Series
A Common Stock underlying such Company Option
multiplied by (y) a fraction, of which the
numerator is the amount by which the Cash
Consideration exceeds the per share exercise
or purchase price provided under such Company
Option and the denominator is an amount equal
to the Cash Consideration; or

(iii) cash ("Option Cash") in an amount equal to
(x) the Cash Consideration multiplied by (y)
the number of shares of Option Stock which
such holder would be entitled to receive
pursuant to paragraph (ii) above; or

(iv) the sum of (A) a number of shares of Surviving
Corporation Series A Common Stock equal to (x)
the number of shares of Option Stock which
such holder would be entitled to receive
pursuant to paragraph (ii) above multiplied by
(y) 50%, plus (B) cash in an amount equal to
(x) the Cash Consideration multiplied by (y)
the number of shares by which the Option Stock
which such holder

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would be entitled to receive pursuant to
paragraph (ii) above exceeds the number of
shares of Surviving Corporation Series A
Common Stock which such holder is entitled to
receive pursuant to this paragraph (iv) (the
"Option Mixed Consideration").

Except as permitted by the terms of this Agreement or as
otherwise agreed to by the parties, the Company shall use reasonable efforts to
ensure that no person shall have any right under any stock option plan (or any
option granted thereunder) or other plan, program or arrangement with respect
to, including any right to acquire, equity securities of the Surviving
Corporation following the Effective Time.

(f) Per Share Amount. The applicable consideration into
which each share of any class or series of the capital stock of the Company
shall be converted pursuant to Section 3.01(c) or 3.01(d) above shall be
hereinafter referred to, collectively and individually, as the "Per Share
Amount".

3.02 Election Procedures.

(a) Company Common Stock. Each holder of Company Series
A Common Stock (other than holders of Company Series A Common Stock to be
cancelled as set forth in Section 3.01(b)) shall have the right to choose to
receive (subject to the allocation and proration procedures set forth below)
one of the following in exchange for each share of such holder's Company Series
A Common Stock in the Merger:

(i) only cash (a "Cash Election");

(ii) only shares of Surviving Corporation Series A
Common Stock (a "Stock Election"); or

(iii) the Mixed Consideration (a "Mixed Election").

As used herein, the term "Election" shall refer to either a Cash Election, a
Stock Election or a Mixed Election.

(b) Company Options. Each holder of a Company Option
shall have the right to choose to receive (subject to the allocation and
proration procedures set forth below) one of the following in exchange for
cancellation of such holder's Company Option in the Merger:

(i) an Option Rollover (a "Rollover Election");

(ii) only Option Cash (an "Option Cash Election");

(iii) only Option Stock (an "Option Stock
Election"); or

(iv) the Option Mixed Consideration (an "Option
Mixed Election").

As used herein, the term "Option Election" shall refer to either a Rollover
Election, an Option Cash Election, an Option Stock Election or an Option Mixed
Election.

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(c) Parent and the Company shall authorize one or more
persons to receive Elections and to act as Exchange Agent hereunder (the
"Exchange Agent") pursuant to an agreement or agreements satisfactory to Parent
and the Company.

(d) Parent and the Company shall prepare a form (the
"Form of Election") pursuant to which each holder of Company Series A Common
Stock may make an Election with respect to each share of Company Series A
Common Stock and which shall be mailed to stockholders of record of the Company
as of the record date for the Company Stockholders' Meeting contemplated by
Section 8.05 (and shall accompany the Proxy Statement/Prospectus referred to in
Section 8.04). Parent and the Company also shall prepare a form pursuant to
which each holder of a Company Option may make an Option Election and which
shall be provided to each person shown on the books of the Company to be a
holder of a Company Option (the "Option Election Form").

(e) The Company will use its best efforts to make the
Form of Election (accompanied by the Proxy Statement/Prospectus) available to
all persons who become Company stockholders of record during the period between
such record date and the Business Day immediately prior to the Election Date
(including those partners of ATILP, TIP, and ATP and ATIGP to whom shares of
Existing Series A Common Stock or Existing Series B Common Stock have been
distributed pursuant to the Liquidation Plans). As used herein, "Election
Date" means a date mutually agreed upon by Parent and the Company and announced
by the Company, in a news release delivered to the Dow ▇▇▇▇▇ News Service, as
the last day on which Forms of Election will be accepted, provided, however,
that such day shall be a Business Day no earlier than 20 Business Days prior to
the Effective Time and at least two Business Days after the Company
Stockholders' Meeting (as defined in Section 8.05).

(f) Any Election shall have been properly made only if
the Exchange Agent at its office designated in the Form of Election shall have
received in the city in which, for purposes of this Agreement, such Exchange
Agent is located, by 5:00 p.m. local time on the Election Date (the "Election
Deadline"), a Form of Election properly completed and signed. Any Election
relating to shares of Company Series A Common Stock with respect to which the
holder thereof has filed and not withdrawn as of the Effective Time a written
demand for payment of the fair value of Company Series A Common Stock in
accordance with the provisions of Section 3.06 hereof shall be deemed to have
been automatically revoked as of the Election Date.

(g) Holders of record of shares of Company Series A
Common Stock who hold such shares as nominees, trustees or in other
representative capacities (a "Holder Representative") may submit multiple Forms
of Election, provided that such Holder Representative certifies that each such
Form of Election covers all the shares of Company Series A Common Stock held by
each Holder Representative for a particular beneficial owner.

(h) Any holder of Company Series A Common Stock at any
time prior to the Election Deadline may change his Election by written notice
received by the Exchange Agent at or prior to the Election Deadline accompanied
by a properly completed, revised Form of Election.

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(i) Any holder of Company Series A Common Stock at any
time prior to the Election Deadline may revoke his Election by written notice
received by the Exchange Agent at or prior to the Election Deadline.

(j) The Company and Parent shall have the right to make
rules not inconsistent with the terms of this Agreement governing the validity
of the Forms of Election and the Option Election Forms, the manner and extent
to which Elections and Option Elections are to be taken into account in making
the determinations prescribed by this Article III, the issuance and delivery of
certificates for Surviving Corporation Series A Common Stock into which Company
Series A Common Stock and Company Options are converted in the Merger and the
payment for shares of Company Series A Common Stock and Company Options
converted into the right to receive cash in the Merger. All such rules and
determinations thereunder shall be final and binding on all holders of shares
of Company Series A Common Stock and all holders of Company Options.

3.03 Selection of Company Common Stock and Company
Options. The manner in which each share of Company Series A Common Stock
(other than shares of Company Series A Common Stock to be cancelled as set
forth in Section 3.01(b)) and each Company Option shall be converted at the
Effective Time into cash or Surviving Corporation Series A Common Stock shall
be as set forth below in this Section 3.03:

(a) As is more fully set forth below, the number of
shares of Company Series A Common Stock and Company Options to be converted
into the right to receive cash in the Merger pursuant to this Agreement (the
"Cash Conversion Number") shall not exceed the amount which is equal as nearly
as practicable to 6,025,319 shares. The number of shares of Company Series A
Common Stock and Company Options to be converted into Surviving Corporation
Series A Common Stock in the Merger pursuant to this Agreement (the "Stock
Conversion Number") shall not exceed the amount which is equal as nearly as
practicable to 8,277,054 shares.

(b) If the sum of (i) the aggregate number of shares of
Company Series A Common Stock covered by effective Cash Elections (the "Cash
Election Shares"), (ii) the aggregate number of such shares covered by Mixed
Elections (the "Mixed Election Shares") to be acquired for cash (determined by
multiplying the number of Mixed Election Shares by 50%) (such number of shares
referred to as the "Mixed Election Cash Shares"), (iii) the aggregate number of
Company Options covered by Option Cash Elections (the "Option Cash Shares") and
(iv) the aggregate number of Company Options covered by Option Mixed Elections
to be cancelled for cash (the "Mixed Option Cash Shares") exceeds the Cash
Conversion Number, then (i) each share of Company Series A Common Stock for
which a Stock Election has been made, each Company Option for which an Option
Stock Election has been made, and each Non-Electing Company Common Share (as
defined in Section 3.03(h)), shall be converted into a right to receive
Surviving Corporation Series A Common Stock in the Merger, (ii) each share of
Company Series A Common Stock for which a Mixed Election has been made and each
Common Option for which an Option Mixed Election has been made shall be
converted into the right to receive the Mixed Consideration or the Option Mixed
Consideration, respectively, in the Merger, and (iii) each share of Company
Series A Common Stock for which a Cash Election has been made and each Company
Option for which an Option Cash Election has been made

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shall be converted into a right to receive cash or Surviving Corporation Series
A Common Stock in the following manner:

(i) A cash proration factor (the "Cash Proration
Factor") shall be determined by dividing (i)
the Cash Conversion Number minus the sum of
(A) the number of Mixed Election Cash Shares
and (B) the number of Mixed Option Cash
Shares, by (ii) the sum of (A) the total
number of Cash Election Shares and (B) the
total number of Option Cash Shares;

(ii) The number of shares of Company Series A
Common Stock covered by each Cash Election to
be converted into the right to receive cash
shall be determined by multiplying the Cash
Proration Factor by the total number of
shares of Company Series A Common Stock
covered by such Cash Election, rounded to the
next higher integer;

(iii) The number of Company Options covered by each
Option Cash Election to be converted into the
right to receive cash shall be determined by
multiplying the Cash Proration Factor by the
total number of Company Options covered by
such Option Cash Election, rounded to the
next higher integer; and

(iv) Each share of Company Series A Common Stock
covered by a Cash Election and each Company
Option covered by an Option Cash Election
which in each case are not converted into a
right to receive cash as set forth above
shall be converted into the right to receive
shares of Surviving Corporation Series A
Common Stock in the Merger.

(c) If the sum of (i) the aggregate number of shares of
Company Series A Common Stock covered by effective Stock Elections (the "Stock
Election Shares"), (ii) the aggregate number of Mixed Election Shares to be
acquired for stock (determined by multiplying the number of Mixed Election
Shares by 50%) (such number of shares referred to as the "Mixed Election Stock
Shares"), (iii) the aggregate number of Company Options covered by Option Stock
Elections (the "Option Stock Shares") and (iv) the aggregate number of Company
Options covered by Option Mixed Elections to be cancelled for stock (the "Mixed
Option Stock Shares") exceeds the Stock Conversion Number, then (i) each share
of Company Series A Common Stock for which a Cash Election has been made, each
Company Option for which an Option Cash Election has been made, and each
Non-Electing Company Common Share shall be converted into the right to receive
cash in the Merger, (ii) each share of Company Series A Common Stock for which
a Mixed Election has been made and each Company Option for which an Option
Mixed Election has been made shall be converted into the right to receive the
Mixed Consideration or the Option Mixed Consideration, respectively, in the
Merger, and (iii) the shares of Company Series A Common Stock for which a Stock
Election has been made and each Company Option for which an Option Stock
Election has been made shall be converted into Surviving Corporation Series A
Common Stock or the right to receive cash in the following manner:

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(i) A stock proration factor (the "Stock
Proration Factor") shall be determined by
dividing (i) the Stock Conversion Number
minus the sum of (A) the number of Mixed
Election Stock Shares and (B) the number of
Mixed Option Stock Shares, by (ii) the sum of
(A) the total number of Stock Election Shares
and (B) the total number of Option Stock
Shares;

(ii) The number of shares of Company Series A
Common Stock covered by each Stock Election
to be converted into Surviving Corporation
Series A Common Stock shall be determined by
multiplying the Stock Proration Factor by the
total number of shares of Company Series A
Common Stock covered by such Stock Election,
rounded to the next lower integer;

(iii) The number of Company Options covered by each
Option Stock Election to be converted into
Surviving Corporation Series A Common Stock
shall be determined by multiplying the Stock
Proration Factor by the total number of
shares of Company Series A Common Stock
covered by such Option Stock Election,
rounded to the next higher integer; and

(iv) Each share of Company Series A Common Stock
covered by a Stock Election and each Company
Option covered by an Option Stock Election
which in each case are not converted into a
right to receive Surviving Corporation Series
A Common Stock as set forth above shall be
converted into the right to receive the cash
in the Merger.

(d) If Cash Elections and Option Cash Elections are
received for a number of shares of Company Series A Common Stock which is in
the aggregate equal to or less than the Cash Conversion Number, each share of
Company Series A Common Stock covered by a Cash Election and each Company
Option covered by an Option Cash Election shall be converted into a right to
receive the Cash Consideration and the Option Cash, respectively.

(e) If Stock Elections and Option Stock Elections are
received for a number of shares of Company Series A Common Stock which is in
the aggregate equal to or less than the Stock Conversion Number, each share of
Company Series A Common Stock covered by a Stock Election and each Company
Option covered by an Option Stock Election shall be converted into the right to
receive the Stock Consideration and the Option Stock, respectively.

(f) Each share of Company Series A Common Stock covered
by a Mixed Election and each Company Option covered by an Option Mixed Election
shall be converted into the right to receive the Mixed Consideration and the
Option Mixed Consideration, respectively.

(g) If Non-Electing Company Common Shares are not
converted under either Section 3.03(b) or Section 3.03(c), the Exchange Agent
shall determine by lot (or by such other method as is deemed reasonable by
Parent and the Company) which of the holders of Non-Electing Company Common
Shares shall receive in the Merger the right to receive cash for each

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Non-Electing Company Common Share held of record by such holder, provided that
such selection by lot (or by such other method) will cease when the sum of
shares converted in such manner, plus the total number of Cash Election Shares
and Mixed Election Cash Shares for which Cash Elections and Mixed Elections
have been received, is as close as is practicable to the Cash Conversion
Number. Each Non-Electing Company Common Share not so converted into the right
to receive cash shall be converted into Surviving Corporation Series A Common
Stock in the Merger.

(h) For the purposes of this Section 3.03, outstanding
shares of Company Series A Common Stock as to which an Election is not in
effect as of the Election Deadline shall be called "Non-Electing Company Common
Shares." If Parent and the Company shall determine for any reason that any
Election was not properly made with respect to shares of Company Series A
Common Stock, such Election shall be deemed to be not in effect and shares of
Company Series A Common Stock covered by such Election shall for purposes
hereof be deemed to be Non-Electing Company Common Shares.

(i) If Parent and the Company shall determine for any
reason that any Option Election was not properly made with respect to Company
Options, such Option Election shall be deemed not to be in effect and instead a
Rollover Election shall be deemed to have been made with respect to such
Company Option.

3.04 The Company To Make Cash and Certificates Available.

(a) The Company shall make available to the Exchange Agent
at the Effective Time, an amount in cash equal to at least One Hundred Million
Dollars ($100,000,000) and such additional amount of cash to the extent
necessary under this Article III to pay cash consideration to holders of the
Company Series A Common Stock and Company Options. As soon as practicable
after the Effective Time, the Exchange Agent shall distribute to holders of
shares of Company Series A Common Stock converted into the right to receive
cash pursuant to Article III, upon surrender to the Exchange Agent of one or
more Certificates for cancellation, a check for an amount equal to the Cash
Consideration for each share of Company Series A Common Stock so converted. In
no event shall the holder of any such surrendered Certificates be entitled to
receive interest on any of the funds to be received in the Merger. If such
check is to be sent to a person other than the person in whose name the
Certificates surrendered for exchange are registered, it shall be a condition
of the exchange that the person requesting such exchange shall pay to the
Exchange Agent any transfer or other taxes required by reason of the delivery
of such check to a person other than the registered holder of the certificate
surrendered, or shall establish to the satisfaction of the Exchange Agent that
such tax has been paid or is not applicable. Notwithstanding the foregoing,
neither the Exchange Agent nor any party hereto shall be liable to a holder of
shares of Company Series A Common Stock for any amount paid to a public
official pursuant to any applicable abandoned property, escheat or similar law.

(b) As soon as practicable after the Effective Time, each
holder of shares of Company Series A Common Stock converted into shares of
Surviving Corporation Series A Common Stock pursuant to Article III upon
surrender to the Exchange Agent (to the extent not previously surrendered with
a Form of Election) of one or more Certificates of such shares of Company
Series A Common Stock for cancellation, will be entitled to receive
certificates representing the number of shares of Surviving Corporation Series
A Common Stock to be

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issued in respect of the aggregate number of such shares of Company Series A
Common Stock previously represented by the Certificates surrendered.
Notwithstanding any other provision hereof, no fractional shares of Surviving
Corporation Series A Common Stock and no certificates or scrip therefor, or
other evidence of ownership thereof, will be issued, and no right to receive
cash in lieu thereof shall entitle the holder thereof to any voting or other
rights of a holder of shares or fractional share interests. All fractional
shares of Surviving Corporation Series A Common Stock to which a holder of
Company Series A Common Stock immediately prior to the Effective Time would
otherwise be entitled, at the Effective Time, shall be aggregated. If a
fractional share results from such aggregation, such stockholder shall be
entitled after the later of the Effective Time and the surrender of such
stockholder's Certificate or Certificates which represent such shares of
Company Series A Common Stock, to receive from the Surviving Corporation an
amount in cash in lieu of such fractional share, based on the Cash
Consideration. The Surviving Corporation will make available to the Exchange
Agent, as required, without regard to any other cash being provided to the
Exchange Agent, cash necessary for this purpose. Notwithstanding the
foregoing, neither Parent, the Surviving Corporation, the Exchange Agent nor
any party hereto shall be liable to a holder of shares of Company Series A
Common Stock for any Surviving Corporation Series A Common Stock or dividends
thereon delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

(c) As soon as practicable after the Effective Time, the
Exchange Agent shall mail to each holder of record (other than Parent and Cash
Sub) of a certificate or certificates that immediately prior to the Effective
Time represented outstanding shares of Company Series A Common Stock (the
"Certificates") (i) a form letter of transmittal (which shall specify that
delivery shall be effective, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to the Exchange Agent) and
(ii) instructions for use in effecting the surrender of the Certificates.

(d) The cash paid and shares of Surviving Corporation
Series A Common Stock issued, upon the surrender of Certificates in accordance
with the terms hereof, shall be deemed to have been paid and issued in full
satisfaction of all rights pertaining to such shares of Company Series A Common
Stock, as the case may be.

3.05 Dividends. No dividends or other
distributions, if any, that are declared after the Effective Time with respect
to Surviving Corporation Series A Common Stock payable to holders of record
thereof after the Effective Time shall be paid to the Company's stockholders
entitled to receive certificates representing Surviving Corporation Series A
Common Stock until such stockholders surrender their Certificates. Upon such
surrender, there shall be paid to the stockholder in whose name the
certificates representing such Surviving Corporation Series A Common Stock
shall be issued any dividends which shall have become payable with respect to
such Surviving Corporation Series A Common Stock between the Effective Time and
the time of such surrender, without interest. After such surrender, there
shall also be paid to the stockholder in whose name the certificates
representing such Surviving Corporation Series A Common Stock shall be issued
any dividend on such Surviving Corporation Series A Common Stock that shall
have a record date subsequent to the Effective Time and prior to such surrender
and a payment date after such surrender and such payment shall be made on such
payment date. In no event shall the stockholders entitled to receive such
dividends be entitled to receive interest on such dividends. All dividends or
other distributions declared after the Effective Time with respect to Surviving
Corporation Series A Common Stock and payable to the holders of record

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thereof after the Effective Time that are payable to the holders of
Certificates not theretofore surrendered and exchanged for certificates
representing shares of Surviving Corporation Series A Common Stock pursuant to
this Section 3.05 shall be paid or delivered by the Surviving Corporation to
the Exchange Agent, in trust, for the benefit of such holders. All such
dividends or other distributions held by the Exchange Agent for payment or
delivery to the holders of unsurrendered Certificates and unclaimed at the end
of one year from the Effective Time shall be repaid or redelivered by the
Exchange Agent to the Surviving Corporation, after which time any holder of
Certificates who has not theretofore surrendered such Certificates to the
Exchange Agent, subject to applicable law, shall look as a general creditor
only to the Surviving Corporation for payment or delivery of such dividends or
distributions, as the case may be. Any Surviving Corporation Series A Common
Stock delivered or made available to the Exchange Agent pursuant to Section
3.04 hereof and not exchanged for Certificates within one year after the
Effective Time pursuant to this Section 3.05 shall be returned by the Exchange
Agent to the Surviving Corporation which shall thereafter act as Exchange Agent
subject to the rights of holders of unsurrendered Certificates under this
Article III. Notwithstanding the foregoing, neither Parent, the Surviving
Corporation, the Exchange Agent nor any other party hereto shall be liable to a
holder of Company Common Stock for any Surviving Corporation Series A Common
Stock, or dividends or distributions thereon, delivered to a public official
pursuant to applicable abandoned property, escheat or similar laws.

3.06 Dissenting Shares.

(a) Notwithstanding any provision of this
Agreement to the contrary, each outstanding share of Company Common Stock or
Company Preferred Stock, the holder of which has not voted in favor of the
Merger, has perfected such holder's right to an appraisal of such holder's
shares in accordance with the applicable provisions of the DGCL and has not
effectively withdrawn or lost such right to appraisal (a "Dissenting Share"),
shall not be converted into or represent a right to receive the applicable Per
Share Amount, but the holder thereof shall be entitled only to such rights as
are granted by the applicable provisions of the DGCL; provided, however, that
any Dissenting Share held by a person at the Effective Time who shall, after
the Effective Time, withdraw the demand for appraisal or lose the right of
appraisal, in either case pursuant to the DGCL, shall be deemed to be converted
into, as of the Effective Time, the right to receive the applicable Per Share
Amount.

(b) The Company (or the Surviving Corporation, as
the case may be) shall give Parent (x) prompt notice of any written demands for
appraisal, withdrawals of demands for appraisal and any other instruments
served pursuant to the applicable provisions of the DGCL relating to the
appraisal process received by the Company (or the Surviving Corporation, as the
case may be) and (y) the opportunity to participate in all negotiations and
proceedings with respect to demands for appraisal under the DGCL. Prior to the
Effective Time, the Company will not voluntarily make any payment with respect
to any demands for appraisal and will not, except with the prior written
consent of Parent, settle or offer to settle any such demands.

3.07 Electing Optionholders Supplemental Election.
Notwithstanding any other provision of this Article III, an Electing
Optionholder may make a supplemental election for the Option Cash Election of
Section 3.01(e)(iii) not to be subject to any pro ration under Section 3.03
provided that (i) the aggregate amount of cash to be received pursuant to

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Section 3.03 under any Section 3.01(c) election made by such Electing
Optionholder shall be reduced by the difference between (x) the Option Cash to
be received by such Electing Optionholder making this supplemental election
less (y) the Option Cash that would have been received by such Electing
Optionholder were such Option Cash election subject to any pro ration under
Section 3.03 (with the difference of (x) minus (y) being the "Option Cash
Difference"); and (ii) the number of shares of stock to be received pursuant to
Section 3.03 under any Section 3.01(c) election made by such Electing
Optionholder shall be increased by a number equal to the Option Cash Difference
divided by $26.50. An Electing Optionholder may only make the supplemental
election provided by this Section 3.07 in the event that the aggregate amount
of cash that would be received pursuant to any Section 3.01(c) election by such
Electing Optionholder absent a supplemental election under this Section 3.07
equals or exceeds the Option Cash Difference.

ARTICLE IV.

CERTAIN ADJUSTMENTS

4.01 Parent Station Business Adjustment.

(a) As promptly as practicable, but in any event
not later than sixty (60) days after the Closing Date, Parent shall cause to be
prepared and delivered to the Surviving Corporation a balance sheet for the
Parent Station Business as of the Closing Date (the "Parent Station Balance
Sheet"), which shall be audited by Deloitte & Touche LLP, certified public
accountants, and certified by such firm to have been prepared in accordance
with generally accepted accounting principles consistently applied ("GAAP") and
in substantially the manner used to prepare the Parent Station Financial
Statements (as hereinafter defined). The Parent Station Balance Sheet shall be
accompanied by a statement (the "Parent Station Statement of Net Assets")
prepared by such accountants and setting forth the Parent Station Net Assets,
which shall be calculated by reference to the Parent Station Balance Sheet.

(b) Within thirty (30) days after delivery of the
Parent Station Balance Sheet and the Parent Station Statement of Net Assets
pursuant to Section 4.01(a) above, (i) Parent shall pay to the Surviving
Corporation the amount, if any, by which the amount of the Parent Station Net
Assets is less than Thirty Million Dollars ($30,000,000) or (ii) the Surviving
Corporation shall pay to Parent the amount (the "Parent Adjustment Amount"), if
any, by which the amount of the Parent Station Net Assets exceeds Thirty
Million Dollars ($30,000,000); provided, however, that Parent at its option may
elect to receive in lieu of such payment from the Surviving Corporation
additional shares of Surviving Corporation Series B Common Stock or any
combination thereof. The number of shares of Surviving Corporation Series B
Common Stock which Parent shall be entitled to receive shall be determined by
dividing the Parent Adjustment Amount by the Market Price as determined as of
the date of payment. Payments, if any, by the Surviving Corporation or Parent
pursuant to this subsection (b) shall be made by wire transfer of immediately
available funds. It is understood and agreed that to the extent any payments
are made by the Company to Parent pursuant to this subsection (b), such
payments shall be deemed for tax purposes to effectively reduce the amount
contributed by Parent to the Company of the Parent Station Assets.

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ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company SEC Reports filed by the
Company prior to the execution and delivery of this Agreement or in the
disclosure letter delivered to Parent by the Company at or prior to the
execution and delivery of this Agreement (the "Company Disclosure Letter"), the
Company represents and warrants to Parent as follows:

5.01 Organization and Qualification. Each of the Company
and its Subsidiaries is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation and has full
corporate power and authority to conduct its business as and to the extent now
conducted and to own, use and lease its assets and properties, except (in the
case of any Subsidiary) for such failures to be so organized, existing and in
good standing or to have such power and authority which, individually or in the
aggregate, are not having and could not be reasonably expected to have a
Company Material Adverse Effect (as defined below). Each of the Company and
its Subsidiaries is duly qualified, licensed or admitted to do business and is
in good standing in each jurisdiction in which the ownership, use or leasing of
its assets and properties, or the conduct or nature of its business, makes such
qualification, licensing or admission necessary, except for such failures to be
so qualified, licensed or admitted and in good standing which, individually or
in the aggregate, (i) are not having and could not be reasonably expected to
have a Company Material Adverse Effect, or (ii) could not be reasonably
expected to adversely affect in any material respect the ability of the Company
to perform its obligations hereunder. For purposes of this Agreement, "Company
Material Adverse Effect" means a material adverse effect on the business,
results of operations or financial condition of the Company and its
Subsidiaries, taken as a whole. Section 5.01 of the Company Disclosure Letter
sets forth the name and jurisdiction of incorporation of each Subsidiary of the
Company. The Company does not directly or indirectly own any equity or similar
interest in, or any interest convertible into or exchangeable or exercisable
for, any equity or similar interest in, any corporation, partnership, joint
venture or other business association or entity. For purposes of this
Agreement, "Subsidiary" means, with respect to any party, any corporation or
other organization whether incorporated or unincorporated, of which more than
fifty percent (50%) of either the equity interests in, or voting control of,
such corporation or other organization is, directly or indirectly through
Subsidiaries or otherwise, beneficially owned by such party.

5.02 Capital Stock.

(a) The authorized capital stock of the Company consists
solely of (i) 50,000,000 shares of common stock, of which 35,000,000 shares are
designated as Existing Series A Common Stock, 200,000 shares are designated as
Existing Series B Common Stock, and 14,800,000 shares are designated as
Existing Series C Common Stock and (ii) 2,000,000 shares of preferred stock, of
which 12,500 shares are designated as Existing Series A Preferred Stock, and
12,500 shares are designated as Existing Series B Preferred Stock. Each share
of Existing Series B Common Stock and Existing Series C Common Stock is
convertible into one share of Existing Series A Common Stock. As of the date
of this Agreement, (i) 4,010,914 shares of Existing Series A Common Stock are
issued and outstanding, (ii) 36,000 shares of Existing Series B Common Stock
are issued and outstanding, all or which are held by ATP,

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(iii) 7,300,000 shares of Existing Series C Common Stock are issued and
outstanding, of which 6,600,000 shares are held the ATILP and 700,000 shares
are held by TIP, (iv) 10,938 shares of Existing Series A Preferred Stock are
issued and outstanding; (v) 10,938 shares of Existing Series B Preferred Stock
are issued and outstanding; (vi) no shares of Existing Common Stock and no
shares of Existing Preferred Stock are held in the treasury of the Company;
(vii) 15,312,515 shares of Existing Series A Common Stock are reserved for
issuance upon conversion of the Existing Series B Common Stock, the Existing
Series C Common Stock, the Existing Series A Preferred Stock and the Existing
Series B Preferred Stock, and (viii) 6,000,000 shares of Existing Series A
Common Stock are reserved for issuance under the Company's stock option plans
(such plans having been amended prior to the Company's execution and delivery
of this Agreement so that such options are not with respect to Existing Series
C Common Stock). Other than as described above, there are no other shares or
series of Existing Common Stock or Existing Preferred Stock issued and
outstanding, held in treasury or reserved for issuance. All of the issued and
outstanding shares of each series of Existing Common Stock and Existing
Preferred Stock are, and all shares reserved for issuance will be, upon
issuance in accordance with the terms specified in the instruments or
agreements pursuant to which they are issuable, duly authorized, validly
issued, fully paid and nonassessable. All of the shares of Company Series B
Common Stock to be issued to Parent and Cash Sub pursuant to Section 2.03, when
so issued, will be duly authorized, validly issued, fully paid and
non-assessable. Except pursuant to this Agreement and the Voting Agreements,
there are no outstanding subscriptions, options, warrants, rights (including
"phantom" stock rights), preemptive rights or other contracts, commitments,
understandings or arrangements, including any right of conversion or exchange
under any outstanding security, instrument or agreement (together, "Options"),
obligating the Company or any of its Subsidiaries to issue or sell any shares
of capital stock of the Company or to grant, extend or enter into any Option
with respect thereto.

(b) All of the outstanding shares of capital stock of
each Subsidiary of the Company are duly authorized, validly issued, fully paid
and nonassessable and are owned, beneficially and of record, by the Company or
a Subsidiary wholly owned, directly or indirectly, by the Company, free and
clear of any liens, claims, mortgages, encumbrances, pledges, security
interests, equities and charges of any kind (each a "Lien"). There are no (i)
outstanding Options obligating the Company or any of its Subsidiaries to issue
or sell any shares of capital stock of any Subsidiary of the Company or to
grant, extend or enter into any such Option or (ii) voting trusts, proxies or
other commitments, understandings, restrictions or arrangements in favor of any
person other than the Company or a Subsidiary wholly owned, directly or
indirectly, by the Company with respect to the voting of or the right to
participate in dividends or other earnings on any capital stock of any
Subsidiary of the Company.

(c) There are no outstanding contractual obligations of
the Company or any Subsidiary of the Company to repurchase, redeem or otherwise
acquire any shares of any series of Company Common Stock or any capital stock
of any Subsidiary of the Company or to provide funds to, or make any investment
(in the form of a loan, capital contribution or otherwise) in, any Subsidiary
of the Company or any other person.

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5.03 Authority Relative to this Agreement; Restated
Charter. The Company has full corporate power and authority to enter into this
Agreement and, subject only to obtaining (i) with respect to the adoption of
this Agreement, and the issuance of shares of Company Series B Common Stock to
Parent and Cash Sub pursuant to Section 2.03, the affirmative vote of a
majority of the holders of record of the Existing Series A Common Stock and
Existing Series B Common Stock, voting together as one class, and (ii) with
respect to the approval of the Restated Charter (and assuming the conversion by
ATI and TIP of all shares of Existing Series C Common Stock held by them into
shares of Existing Series A Common Stock pursuant to the Voting Agreements),
(A) the affirmative vote of two-thirds of the holders of record of the Existing
Series A Common Stock and Existing Series B Common Stock, voting together as
one class, (B) the affirmative vote of a majority of the holders of record of
the Existing Series A Common Stock, voting as one class, and (C) the
affirmative vote of a majority of the holders of record of the Existing Series
B Common Stock, voting as one class (collectively, the "Company Stockholder
Approval"), to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The transactions contemplated by the Voting
Agreements have been duly and validly approved by the Board of Directors of the
Company prior to the execution and delivery of such Voting Agreements in
accordance with Section 203 of the DGCL. The execution, delivery and
performance of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby including but not limited to
the adoption of the Restated Charter (including the amendments to the Company's
Certificate of Incorporation reflected therein) have been duly and validly
approved by the Board of Directors of the Company, the Board of Directors of
the Company has declared the advisability of the Restated Charter and
recommended adoption of the Restated Charter and this Agreement by the
stockholders of the Company and directed that the Restated Charter and this
Agreement be submitted to the stockholders of the Company for their
consideration, and no other corporate proceedings on the part of the Company or
its stockholders are necessary to authorize the execution, delivery and
performance of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby, other than obtaining the
Company Stockholder Approval. This Agreement has been duly and validly
executed and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

5.04 Non-Contravention; Approvals and Consents.

(a) The execution and delivery of this Agreement by the
Company do not, and the performance by the Company of its obligations hereunder
and the consummation of the transactions contemplated hereby will not, conflict
with, result in a violation or breach of, constitute (with or without notice or
lapse of time or both) a default under, result in or give to any person any
right of payment or reimbursement, termination, cancellation, modification or
acceleration of, or result in the creation or imposition of any Lien upon any
of the assets or

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properties of the Company or any of its Subsidiaries under, any of the terms,
conditions or provisions of (i) the certificates or articles of incorporation
or bylaws (or other comparable charter documents) of the Company or any of its
Subsidiaries, or (ii) subject to the taking of the actions and obtaining the
approvals described in paragraph (b) of this Section, (x) any statute, law,
rule, regulation or ordinance (together, "Laws"), or any judgment, decree,
order, writ, permit or license (together, "Orders"), of any court, tribunal,
arbitrator, authority, agency, commission, official or other instrumentality of
the United States or any domestic, state, county, city or other political
subdivision (a "Governmental or Regulatory Authority"), applicable to the
Company or any of its Subsidiaries or any of their respective assets or
properties, or (y) any note, bond, mortgage, security agreement, indenture,
license, franchise, permit, concession, contract, lease or other instrument,
obligation or agreement of any kind (together, "Contracts") to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries or any of their respective assets or properties is bound,
excluding from the foregoing clauses (x) and (y) conflicts, violations,
breaches, defaults, reimbursements, terminations, cancellations, modifications,
accelerations and creations and impositions of Liens which, individually or in
the aggregate, could not be reasonably expected to have a Company Material
Adverse Effect or adversely affect in any material respect the ability of the
Company to consummate the transactions contemplated by this Agreement.

(b) Except (i) for the filing of a premerger notification
report by the Company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of
1976, as amended, and the rules and regulations thereunder (the "HSR Act"),
(ii) for the filing of the Proxy Statement/Prospectus (as defined in Section
8.04) with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(the "Securities Act") and the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder (the "Exchange Act"), and filings on
Schedules 13G or 13D by certain affiliates of the Company pursuant to the
Exchange Act, and filings required to be made with the National Association of
Securities Dealers, Inc., (iii) for the filing of the Restated Charter, the
Certificate of Merger and other appropriate merger documents required by the
DGCL with the Secretary of State and appropriate documents with the relevant
authorities of other states in which the Constituent Corporations are qualified
to do business, and (iv) filings with, and approvals or orders of the FCC as
may be required under the Communications Act of 1934, as amended (the
"Communications Act") and the FCC's rules and regulations ("FCC Regulations")
in connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby (collectively, "FCC
Approval"), no consent, approval or action of, filing with or notice to any
Governmental or Regulatory Authority is necessary or required for the execution
and delivery of this Agreement by the Company, the performance by the Company
of its obligations hereunder or the consummation of the transactions
contemplated hereby, other than such consents, approvals, actions, filings and
notices which the failure to make or obtain, as the case may be, individually
or in the aggregate, could not be reasonably expected to have a Company
Material Adverse Effect or adversely affect in any material respect the ability
of the Company to consummate the transactions contemplated by this Agreement.

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5.05 SEC Reports and Financial Statements.

(a) The Company has filed all forms, reports, schedules,
registration statements, and other documents required to be filed by it with
the SEC since the date of the Company's formation (as such documents have since
the time of their filing been amended or supplemented, the "Company SEC
Reports"). As of their respective dates, the Company SEC Reports (i) complied
as to form in all material respects with the requirements of the Securities
Act, or the Exchange Act, as the case may be, and (ii) did not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
Company has delivered to Parent (and Section 5.05 of the Company Disclosure
Letter includes) true, correct and complete copies of the unaudited
consolidated balance sheet of the Company as of December 31, 1996 and the
related unaudited statements of operations, stockholder's equity and cash flows
for the year then ended (the "Unaudited 1996 Financial Statements"). The
Unaudited 1996 Financial Statements and the audited consolidated financial
statements and audited interim consolidated financial statements (including, in
each case, the notes, if any, thereto) included in the Company SEC Reports
(together with the Unaudited 1996 Financial Statements, the "Company Financial
Statements") (A) complied as to form in all material respects with the
published rules and regulations of the SEC with respect thereto, (B) were
prepared in accordance with GAAP applied on a consistent basis during the
periods involved (except as may be indicated therein or in the notes thereto
and except with respect to unaudited statements as permitted by Forms 10-Q and
8-K of the SEC) and (C) fairly present in all material respects (subject, in
the case of the unaudited interim financial statements, to normal, recurring
year-end audit adjustments which are not expected to be, individually or in the
aggregate, materially adverse to the Company and its Subsidiaries taken as a
whole) the consolidated financial position of the Company and its consolidated
subsidiaries as at the respective dates thereof and the consolidated results of
their operations and cash flows for the respective periods then ended. Each
Subsidiary of the Company is treated as a consolidated subsidiary of the
Company in the Company Financial Statements for all periods covered thereby.

(b) The Company has delivered to Parent (and Section
5.05 of the Company Disclosure Letter includes) true, correct and complete
copies of the unaudited pro forma consolidated balance sheets of the Company as
of December 31, 1995 and December 31, 1996 and the related unaudited pro forma
statements of operations, stockholder's equity and cash flows for each of the
years then ended, giving effect to the Gannett Exchange Transactions (the "Pro
Forma Financial Statements"). The Pro Forma Financial Statements comply as to
form in all material respects with the published rules and regulations of the
SEC with respect thereto, were prepared in accordance with GAAP applied on a
consistent basis during the periods involved (except as may be indicated
therein or in the notes thereto and except as permitted by Form 8-K of the SEC)
and fairly present in all material respects the pro forma consolidated
financial position of the Company and its consolidated subsidiaries as at the
dates thereof and the pro forma consolidated results of their operations and
cash flows for the periods then ended.

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5.06 Absence of Certain Changes or Events. Since December
31, 1996 there has not been any change, event or development having, or that
could be reasonably expected to have, individually or in the aggregate, a
Company Material Adverse Effect. Between December 31, 1996 and the date hereof
(i) the Company and its Subsidiaries have conducted their respective businesses
only in the ordinary course consistent with past practice and (ii) neither the
Company nor any of its Subsidiaries has taken any action which, if taken after
the date hereof, would constitute a breach of any provision of clause (ii) of
Section 7.01(b).

5.07 Absence of Undisclosed Liabilities. Except for
matters reflected or reserved against in the consolidated balance sheet of the
Company as of December 31, 1996 (or the footnotes thereto) included in the
Company Financial Statements or in the Pro Forma Financial Statements, neither
the Company nor any of its Subsidiaries had at such date, or has incurred since
that date, any liabilities or obligations (whether absolute, accrued,
contingent, fixed or otherwise, or whether due or to become due) of any nature
that would be required by GAAP to be reflected on a consolidated balance sheet
of the Company and its Subsidiaries (including the notes thereto), except
liabilities or obligations (i) which were incurred in the ordinary course of
business consistent with past practice since such date, and (ii) which have not
had, and could not be reasonably expected to have, individually or in the
aggregate, a Company Material Adverse Effect.

5.08 Legal Proceedings. There are no actions, suits,
arbitrations or proceedings pending or, to the knowledge of the Company and its
Subsidiaries, threatened against, relating to or affecting, nor to the
knowledge of the Company and its Subsidiaries are there any Governmental or
Regulatory Authority investigations or audits pending or threatened against,
relating to or affecting, the Company or any of its Subsidiaries or any of
their respective assets and properties which, if determined adversely to the
Company or any of its Subsidiaries, individually or in the aggregate, could be
reasonably expected to have a Company Material Adverse Effect or adversely
affect in any material respect the ability of the Company to consummate the
transactions contemplated by this Agreement. Neither the Company nor any of
its Subsidiaries is subject to any Order of any Governmental or Regulatory
Authority which, individually or in the aggregate, is having or could be
reasonably expected to have a Company Material Adverse Effect or adversely
affect in any material respect the ability of the Company to consummate the
transactions contemplated by this Agreement.

5.09 Compliance with Laws and Orders.

(a) The Company and its Subsidiaries hold all permits,
licenses, variances, exemptions, orders and approvals (other than FCC Licenses)
of all Governmental and Regulatory Authorities necessary for the lawful conduct
of their respective businesses (the "Company Permits"), except for failures to
hold such permits, licenses, variances, exemptions, orders and approvals which,
individually or in the aggregate, are not having and could not be reasonably
expected to have

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a Company Material Adverse Effect. The Company and its Subsidiaries are in
compliance with the terms of the Company Permits, except failures so to comply
which, individually or in the aggregate, are not having and could not be
reasonably expected to have a Company Material Adverse Effect. The Company and
its Subsidiaries are not in violation of any Law or Order of any Governmental
or Regulatory Authority, except for violations which, individually or in the
aggregate, are not having and could not be reasonably expected to have a
Company Material Adverse Effect.

(b) Except as does not materially jeopardize the
operation by the Company or applicable Subsidiary of the Company of any of the
Company Stations to which FCC Licenses apply: (i) the Company and those of its
Subsidiaries that are required to hold FCC Licenses, or that control FCC
Licenses, to the knowledge of the Company, are qualified to hold such FCC
Licenses or to control such FCC Licenses, as the case may be; (ii) the Company
and those of its Subsidiaries that are required to hold FCC Licenses hold such
FCC Licenses; (iii) except as provided in Section 8.06 with respect to the
divestiture of certain assets described therein, the Company is not aware of
any facts or circumstances relating to the Company or any of its Subsidiaries
that would prevent the granting of FCC Approval; (iv) each Company Station is
in material compliance with all FCC Licenses held by it; and (v) there is not
pending or, to the knowledge of the Company, threatened any application,
petition, objection or other pleading with the FCC or other Governmental or
Regulatory Authority which challenges the validity of, or any rights of the
holder under, any FCC License held by the Company or one of its Subsidiaries,
except for rule making or similar proceedings of general applicability to
persons engaged in substantially the same business conducted by the Company
Stations.

5.10 Taxes.

(a) Each of the Company and its Subsidiaries has filed
all material tax returns and reports required to be filed by it, or requests
for extensions to file such returns or reports have been timely filed and
granted and have not expired, and all such tax returns and reports are complete
and accurate in all respects, except to the extent that such failures to file,
or to have extensions granted that remain in effect, as applicable,
individually or in the aggregate, would not have a Company Material Adverse
Effect. The Company and each of its Subsidiaries has paid (or the Company has
paid on its behalf) all Taxes shown as due on such tax returns and reports.
The most recent financial statements contained in the Company SEC Reports
reflect an adequate reserve for all taxes payable by the Company and its
Subsidiaries for all taxable periods and portions thereof accrued through the
date of such financial statements, and no deficiencies for any taxes have been
proposed, asserted or assessed against the Company or any of its Subsidiaries
that are not adequately reserved for, except for inadequately reserved taxes
and inadequately reserved deficiencies that would not, individually or in the
aggregate, have a Company Material Adverse Effect. No requests for waivers of
the time to assess any taxes against the Company or any of its Subsidiaries
have been granted or are pending, except for requests with respect to such
taxes that have been adequately reserved for in the most recent financial
statements contained in the Company SEC Reports, or, to the extent not
adequately reserved, the assessment of which would not, individually or in the
aggregate, have a Company Material Adverse Effect. Section 5.10(a) of the
Company Disclosure Letter provides a list of all elections with respect to
Taxes which have been made by the Company and any of its Subsidiaries. Section
5.10(a) of the Company Disclosure Letter also provides a description of

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any tax audit, inquiry or controversy potentially involving Taxes in excess of
$50,000 of the Company or any Subsidiary.

(b) As a result of compliance with this Agreement and
the matters referred to herein, neither the Company nor any of its Subsidiaries
will be obligated to make a payment to an individual that would be a "parachute
payment" to a "disqualified individual" as those terms are defined in Section
280G of the Code, without regard to whether such payment is to be performed in
the future.

5.11 Employee Benefit Plans; ERISA.

(a) None of the Company or any Company ERISA Affiliate
sponsors, maintains, has any obligation to contribute to, has liability under
or is otherwise a party to, any Company Employee Benefit Plan.

(b) To the knowledge of the Company, no prohibited
transaction within the meaning of Section 406 or 407 of ERISA, or Section 4975
of the Code with respect to any Company Employee Benefit Plan has occurred
which, individually or in the aggregate, is having or could be reasonably
expected to have a Company Material Adverse Effect;

(c) There is no outstanding liability (except for
premiums due) under Title IV of ERISA with respect to any Company Employee
Benefit Plan which, individually or in the aggregate, is having or could be
reasonably expected to have a Company Material Adverse Effect; and, without
limiting the foregoing, full payment has been made of all amounts which the
Company was required to have paid as a contribution to each Company Employee
Benefit Plan as of the last day of the most recent fiscal year of each of the
Company Employee Benefit Plans ended prior to the date of this Agreement,
respectively, and no Company Employee Benefit Plan has incurred any
"accumulated funding deficiency" (as defined in Section 302 of ERISA and
Section 412 of the Code), whether or not waived, as of the last day of the most
recent fiscal year of such Company Employee Benefit Plan ended prior to the
date of this Agreement which, individually or in the aggregate, is having or
could be reasonably expected to have a Company Material Adverse Effect;

(d) None of the Company or any Company ERISA Affiliate
has at any time (i) had any obligation to contribute to any "multiemployer
plan" (as defined in Section 3(37) of ERISA), or (ii) withdrawn in any complete
or partial withdrawal from any "multiemployer plan" (as defined in Section
3(37) of ERISA), with respect to which there exists any unsatisfied
obligations;

(e) The value of accrued benefits under each of the
Company Employee Benefit Plans which is subject to Title IV of ERISA, based
upon the actuarial assumptions used for funding purposes in the most recent
actuarial report prepared by such Company Employee Benefit Plan's actuary with
respect to each such Company Employee Benefit Plan, did not, as

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of its latest valuation date, exceed the then current value of the assets of
such Company Employee Benefit Plan;

(f) Each of the Company Employee Benefit Plans which is
intended to be "qualified" within the meaning of Section 401(a) of the Code has
been determined by the IRS to be so qualified and such determination has not
been modified, revoked or limited;

(g) Each of the Company Employee Benefit Plans is, and
its administration is and has been in all material respects in compliance with
all applicable laws and orders and prohibited transaction exemptions,
including, without limitation, the requirements of ERISA; and

(h) None of the Company or any Company ERISA Affiliate
maintains or is obligated to provide benefits under any life, medical or health
plan which provides benefits to retirees or other terminated employees other
than benefit continuation rights under the Consolidated Omnibus Reconciliation
Act of 1985, as amended; and there has been no violation of Section 4980B of
the Code or Sections 601 through 608 of ERISA with respect to any Company
Employee Benefit Plan that individually or in the aggregate, is having or could
be reasonably expected to have a Company Material Adverse Effect.

(i) Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby constitutes or
will constitute an event in respect of which a change in, or acceleration of,
benefits under any Company Employee Benefit Plan will or may occur.

5.12 Labor Matters. There is no material labor strike,
slowdown, work stoppage, lockout or other labor dispute in effect, or to the
knowledge of the Company, threatened, against or otherwise affecting the
Company or any of its Subsidiaries. To the knowledge of the Company, there are
no union organizational efforts presently being made involving any of the
unorganized employees of the Company or any of its Subsidiaries which in any
such case or all such cases together would have a Company Material Adverse
Effect.

5.13 Environmental Matters. Except as for such matters
that individually or in the aggregate would not have a Company Material Adverse
Effect, to the knowledge of the Company: (i) the Company and its Subsidiaries
have complied with all applicable Environmental Laws; (ii) the properties
currently owned or operated by the Company and its Subsidiaries (including
soils, groundwater, surface water, buildings or other structures) are not
contaminated with any Hazardous Substances; (iii) the properties formerly owned
or operated by the Company or its Subsidiaries were not contaminated with
Hazardous Substances during the period of ownership or operation by the Company
or any of its Subsidiaries; (iv) neither the Company nor any of its
Subsidiaries is subject to liability for any Hazardous Substance disposal or
contamination on any third party property; (v) neither the Company nor any of
its Subsidiaries has received any written notice, demand, letter, claim or
request for information alleging that the Company or any of its Subsidiaries
may be in violation of or liable under any Environmental Law; (vi) neither the
Company nor any of its Subsidiaries is subject to any

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orders, decrees, injunctions or other arrangements with any Governmental or
Regulatory Authority or is subject to any indemnity or other agreement with any
third party relating to liability under any Environmental Law or relating to
Hazardous Substances; (vii) none of the properties of the Company or its
Subsidiaries contains any underground storage tanks, asbestos-containing
material, lead-based products, or polychlorinated biphenyls; and (viii) neither
the Company nor any of its Subsidiaries has engaged in any activities involving
the generation, use, handling or disposal of any Hazardous Substances.

5.14 Intangible Property. The Company and its
Subsidiaries own or have rights to use all material items of Intangible
Property used by the Company or any such Subsidiary. To the knowledge of the
Company, such use does not conflict with any rights of others with respect
thereto, except for such conflicts that have not had and would not have a
Company Material Adverse Effect.

5.15 Title; Condition. The Company and its Subsidiaries
have good title to all assets, properties and rights owned, used or held for
use by them in the conduct of their respective businesses (except for leasehold
and licensed interests) free and clear of any Liens, except for Permitted
Liens. All material items of equipment, machinery, vehicles, furniture,
fixtures, transmitters, transmitting towers, antennae and other tangible
personal property of every kind and description included in such assets and
properties are in good operating condition, normal wear and tear excepted.

5.16 Opinion of Financial Advisor. The Company has
received the opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., dated the date hereof, to the
effect that, as of the date hereof, the consideration to be received in the
Merger by the stockholders of the Company is fair from a financial point of
view to the stockholders of the Company, and a true and complete copy of such
opinion has been delivered to Parent prior to the execution of this Agreement.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF PARENT

Except as set forth in the disclosure letter delivered to
the Company by Parent at or prior to execution and delivery of this Agreement
(the "Parent Disclosure Letter"), Parent represents and warrants to the Company
as follows:

6.01 Organization and Qualification. Each of Parent,
Merger Sub and Cash Sub is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation and Parent
has full corporate power and authority to conduct the Parent Station Business
as and to the extent now conducted and to own, use and lease the Parent Station
Assets, except for such failures to be so organized, existing and in good
standing or to have such power and authority which, individually or in the
aggregate, are not having and could not be reasonably expected to have a Parent
Material Adverse Effect (as defined below).

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Merger Sub was formed solely for the purpose of engaging in the transactions
contemplated by this Agreement and has engaged in no other business activities
and has conducted its operations only as contemplated hereby. Each of Parent
and Merger Sub is duly qualified, licensed or admitted to do business and in
good standing in each jurisdiction in which the ownership, use or leasing of
the Parent Station Assets, or the conduct or nature of the Parent Station
Business, makes such qualification, licensing or admission necessary, except
for such failures to be so qualified, licensed or admitted and in good standing
which, individually or in the aggregate, (i) are not having and could not be
reasonably expected to have a Parent Material Adverse Effect, or (ii) could not
be reasonably expected to adversely affect in any material respect the ability
of Parent or Merger Sub to perform its obligations hereunder. For purposes of
this Agreement, "Parent Material Adverse Effect" means a material adverse
effect on the business, results of operations or financial condition of the
Parent Station Business, taken as a whole.

6.02 Capital Stock. At the Closing, all of the
outstanding shares of capital stock of Merger Sub will be duly authorized,
validly issued, fully paid and nonassessable and owned, beneficially and of
record by Parent, free and clear of any Liens other than Liens securing the
Bridge Debt or the Private Placement Debt. At the Closing, the authorized
capital stock of Merger Sub will consist solely of 1,000 shares of Merger Sub
Common Stock, of which one share will have been issued to Parent for cash
consideration equal to $26.50 per share. At the Closing, except as
contemplated by this Agreement, there will be no (i) outstanding Options
obligating Parent or Merger Sub to issue or sell any shares of capital stock of
Merger Sub and to grant, extend or enter into any such Option or (ii) voting
trusts, proxies or other commitments, understandings, restrictions or
arrangements in favor of any person with respect to the voting of or the right
to participate in dividends or other earnings on any capital stock of Merger
Sub.

6.03 Authority Relative to this Agreement. Each of
Parent, Merger Sub and Cash Sub has full corporate power and authority to enter
into this Agreement and to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and performance
of this Agreement by each of Parent, Merger Sub and Cash Sub and the
consummation by each of Parent, Merger Sub and Cash Sub of the transactions
contemplated hereby have been duly and validly approved by its Board of
Directors and stockholder(s) and no other corporate proceedings on the part of
Parent, Merger Sub, Cash Sub or their stockholders are necessary to authorize
the execution, delivery and performance of this Agreement by Parent, Merger Sub
and Cash Sub and the consummation by Parent, Merger Sub and Cash Sub of the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by Parent, Merger Sub and Cash Sub and constitutes a
legal, valid and binding obligation of each of Parent, Merger Sub and Cash Sub
enforceable against Parent, Merger Sub and Cash Sub in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

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6.04 Non-Contravention; Approvals and Consents.

(a) The execution and delivery of this Agreement by
Parent, Merger Sub and Cash Sub do not, and the performance by Parent, Merger
Sub and Cash Sub of their obligations hereunder and the consummation of the
transactions contemplated hereby will not, conflict with, result in a violation
or breach of, constitute (with or without notice or lapse of time or both) a
default under, result in or give to any person any right of payment or
reimbursement, termination, cancellation, modification or acceleration of, or
result in the creation or imposition of any Lien upon any of the Parent Station
Assets under, any of the terms, conditions or provisions of (i) the
certificates or articles of incorporation or bylaws (or other comparable
charter documents) of Parent, Merger Sub or Cash Sub, or (ii) subject to the
taking of the actions and obtaining the approvals described in paragraph (b) of
this Section, (x) any Law or Order of any Governmental or Regulatory Authority
applicable to Parent, Merger Sub, Cash Sub or any Parent Station Assets, or (y)
any Contract to which Parent, Merger Sub or Cash Sub is a party or by which
Parent, Merger Sub, Cash Sub or any Parent Station Assets are bound, excluding
from the foregoing clauses (x) and (y) conflicts, violations, breaches,
defaults, reimbursements, terminations, cancellations, modifications,
accelerations and creations and impositions of Liens which, individually or in
the aggregate, could not be reasonably expected to have a Parent Material
Adverse Effect or adversely affect in any material respect the ability of
Parent, Merger Sub and Cash Sub to consummate the transactions contemplated by
this Agreement.

(b) Except (i) for the filing of a premerger notification
report by Parent under the HSR Act, (ii) for the filing of the Certificate of
Merger and other appropriate merger documents pursuant to the DGCL with the
Secretary of State and appropriate documents with the relevant authorities of
other states in which the Constituent Corporations are qualified to do
business, (iii) for the FCC Approval, and (iv) such reports under Section 13(d)
of the Exchange Act as may be required in connection with this Agreement and
the Voting Agreements and the transactions contemplated hereby and thereby, no
consent, approval or action of, filing with or notice to any Governmental or
Regulatory Authority for the execution and delivery of this Agreement by
Parent, Merger Sub and Cash Sub, the performance by Parent, Merger Sub and Cash
Sub of their respective obligations hereunder or the consummation of the
transactions contemplated hereby, other than such consents, approvals, actions,
filings and notices which the failure to make or obtain, as the case may be,
individually or in the aggregate, could not be reasonably expected to have a
Parent Material Adverse Effect or adversely affect in any material respect the
ability of Parent, Merger Sub and Cash Sub to consummate the transactions
contemplated by this Agreement.

6.05 Financial Statements. Parent has delivered to the
Company (and Section 6.05 of the Parent Disclosure Letter includes) true,
correct and complete copies of the unaudited balance sheet of the Parent
Station Business as of December 31, 1996 and the related unaudited statements
of income for each of the fiscal years ended December 31, 1994, December 31,
1995 and December 31, 1996 (such financial statements are hereinafter

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collectively referred to as the "Parent Station Financial Statements"). The
Parent Station Financial Statements for the fiscal years ended December 31,
1994 and December 31, 1995 set forth information which was contained in
Parent's audited consolidated financial statements for such fiscal years.
Except for the absence of (x) information that would ordinarily be contained in
the footnotes to audited financial statements of the Parent Station Business
and (y) information and/or adjustments that would ordinarily be contained in
audited financial statements of the Parent Station Business but would not be
reflected or adjusted in the consolidating statements in which the Parent
Station Business is not a significant business in the consolidated group, the
Parent Station Financial Statements (A) were prepared from the books and
records of Parent in accordance with GAAP applied on a consistent basis during
the periods involved and (B) fairly present in all material respects the
financial condition and results of operations of the Parent Station Business,
as of the respective dates thereof and for the respective periods covered
thereby.

6.06 Absence of Certain Changes or Events. Since December
31, 1996, there has not been any adverse change, or any event or development
having, or that could be reasonably expected to have, individually or in the
aggregate, a Parent Material Adverse Effect. Between December 31, 1996 and the
date hereof Parent has conducted the Parent Station Business only in the
ordinary course consistent with past practice and (ii) neither Parent nor any
of its Subsidiaries has taken any action which, if taken after the date hereof,
would constitute a breach of any provision of clause (ii) of Section 7.02(b).

6.07 Absence of Undisclosed Liabilities. Except for
matters reflected or reserved against in the balance sheet for the period ended
December 31, 1996 included in the Parent Station Financial Statements (or the
footnotes thereto), the Parent Station Business did not have at such date and
has not incurred since that date, any liabilities or obligations (whether
absolute, accrued, contingent, fixed or otherwise, or whether due or to become
due) of any nature that are of a type that would be required by GAAP to be
reflected on a balance sheet of the Parent Station Business, except liabilities
or obligations (i) which were incurred in the ordinary course of business
consistent with past practice, and (ii) which have not had, and could not be
reasonably expected to have, individually or in the aggregate, a Parent
Material Adverse Effect.

6.08 Legal Proceedings. There are no actions, suits,
arbitrations or proceedings pending or, to the knowledge of Parent, threatened
against, relating to or affecting, nor to the knowledge of Parent are there any
Governmental or Regulatory Authority investigations or audits pending or
threatened against, relating to or affecting, Parent, any of Parent's
Subsidiaries or any Parent Station Assets which, if determined adversely to
Parent or such Subsidiaries, individually or in the aggregate, could be
reasonably expected to have a Parent Material Adverse Effect or adversely
affect in any material respect the ability of Parent and Merger Sub to
consummate the transactions contemplated by this Agreement. Neither Parent nor
any of its Subsidiaries is subject to any Order of any Governmental or
Regulatory Authority which relates to the Parent Station Business and which,
individually or in the

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aggregate, could be reasonably expected to have a Parent Material Adverse
Effect or adversely affect in any material respect the ability of Parent,
Merger Sub and Cash Sub to consummate the transactions contemplated by this
Agreement.

6.09 Compliance with Laws and Orders.

(a) Parent and its Subsidiaries hold all permits, licenses,
variances, exemptions, orders and approvals (other than FCC Licenses) of all
Governmental and Regulatory Authorities necessary for the lawful conduct of the
Parent Station Business (the "Parent Permits"), except for failures to hold
such permits, licenses, variances, exemptions, orders and approvals which,
individually or in the aggregate, are not having and could not be reasonably
expected to have a Parent Material Adverse Effect. Parent and its Subsidiaries
are in compliance with the terms of the Parent Permits, except failures so to
comply which, individually or in the aggregate, are not having and could not be
reasonably expected to have a Parent Material Adverse Effect. Parent and its
Subsidiaries are not in violation of any Law or Order of any Governmental or
Regulatory Authority which relates to the Parent Station Business, except for
violations which, individually or in the aggregate, are not having and could
not be reasonably expected to have a Parent Material Adverse Effect.

(b) Except as does not materially jeopardize the
operation by Parent of any of the Parent Stations to which FCC Licenses apply:
(i) to the knowledge of Parent, Parent is qualified to hold such FCC Licenses
or to control such FCC Licenses, as the case may be; (ii) Parent holds such FCC
Licenses; (iii) except as provided in Section 8.06 with respect to the
divestiture of certain assets described therein, Parent is not aware of any
facts or circumstances relating to Parent that would prevent the granting of
FCC Approval; (iv) each Parent Station is in material compliance with all FCC
Licenses held by it; and (v) there is not pending or, to the knowledge of
Parent, threatened any application, petition, objection or other pleading with
the FCC or other Governmental or Regulatory Authority which challenges the
validity of, or any rights of the holder under, any FCC License held by the
Parent Stations, except for rule making or similar proceedings of general
applicability to persons engaged in substantially the same business conducted
by the Parent Stations.

6.10 Material Contracts. Section 6.10 of the Parent
Disclosure Letter sets forth a true, correct and complete list, as of the date
of this Agreement, of each Contract to which Parent or one of its Subsidiaries
is a party and which relate solely to the conduct of the Parent Station
Business (other than Contracts which (i) are not included in the Parent Station
Assumed Liabilities or (ii) are not included in the Parent Station Assets), but
only to the extent such contracts and agreements would be required to be
disclosed in an Annual Report on Form 10-K of the Parent Station Business if
the Parent Station Business was subject to the rules and regulations of the
Exchange Act (collectively, the "Material Parent Station Contracts"). Each of
the Material Parent Station Contracts is a binding agreement, enforceable in
accordance with its terms, of Parent or one of its Subsidiaries and, to the
knowledge of Parent, of each other party thereto; subject to the qualifications
that enforcement of the rights and remedies created

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thereby is subject to: (A) bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and (B) general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), and none of
Parent or any of its Subsidiaries is in default in any material respect under
any of such Material Parent Station Contracts, nor does any condition exist
that with notice or lapse of time or both would constitute such a default. To
the knowledge of Parent, no other party to any such Material Parent Station
Contract is in default in any material respect thereunder, nor does any
condition exist that with notice or lapse of time or both would constitute such
a default.

6.11 Employee Benefit Plans.

(a) None of Parent or any Parent ERISA Affiliate sponsors,
maintains, has any obligation to contribute to, has liability under or is
otherwise a party to, any Parent Station Employee Benefit Plan, provided,
however, that any employment contract that is not a Parent Station Assumed
Liability shall not be required to be set forth on the Parent Disclosure
Letter.

(b) To the knowledge of Parent, no prohibited transaction
within the meaning of Section 406 or 407 of ERISA, or Section 4975 of the Code
with respect to any Parent Station Employee Benefit Plan has occurred which,
individually or in the aggregate, is having or could be reasonably expected to
have a Parent Material Adverse Effect;

(c) There is no outstanding liability (except for
premiums due) under Title IV of ERISA with respect to any Parent Station
Employee Benefit Plan which, individually or in the aggregate, is having or
could be reasonably expected to have a Parent Material Adverse Effect; and,
without limiting the foregoing, full payment has been made of all amounts which
Parent was required to have paid as a contribution to each Parent Station
Employee Benefit Plan as of the last day of the most recent fiscal year of each
of the Parent Station Employee Benefit Plans ended prior to the date of this
Agreement, respectively, and no Parent Station Employee Benefit Plan has
incurred any "accumulated funding deficiency" (as defined in Section 302 of
ERISA and Section 412 of the Code), whether or not waived, as of the last day
of the most recent fiscal year of such Parent Station Employee Benefit Plan
ended prior to the date of this Agreement which, individually or in the
aggregate, is having or could be reasonably expected to have a Parent Material
Adverse Effect;

(d) With respect to employees of the Parent Station
Business, none of Parent or any Parent ERISA Affiliate has at any time (i) had
any obligation to contribute to any "multiemployer plan" (as defined in Section
3(37) of ERISA), or (ii) withdrawn in any complete or partial withdrawal from
any "multiemployer plan" (as defined in Section 3(37) of ERISA), with respect
to which there exists any unsatisfied obligations;

(e) The value of accrued benefits under each of the
Parent Station Employee Benefit Plans which is subject to Title IV of ERISA,
based upon the actuarial assumptions used for funding purposes in the most
recent actuarial report prepared by such Parent Station

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Employee Benefit Plan's actuary with respect to each such Parent Station
Employee Benefit Plan, did not, as of its latest valuation date, exceed the
then current value of the assets of such Parent Station Employee Benefit Plan;

(f) Each of the Parent Station Employee Benefit Plans
which is intended to be "qualified" within the meaning of Section 401(a) of the
Code has been determined by the IRS to be so qualified and such determination
has not been modified, revoked or limited;

(g) Each of the Parent Station Employee Benefit Plans is,
and its administration is and has been in all material respects in compliance
with all applicable laws and orders and prohibited transaction exemptions,
including, without limitation, the requirements of ERISA;

(h) With respect to employees and former employees of the
Parent Station Business, none of Parent or any Parent ERISA Affiliate maintains
or is obligated to provide benefits under any life, medical or health plan
which provides benefits to retirees or other terminated employees other than
benefit continuation rights under the Consolidated Omnibus Reconciliation Act
of 1985, as amended; and there has been no violation of Section 4980B of the
Code or Sections 601 through 608 of ERISA with respect to any Parent Station
Employee Benefit Plan that individually or in the aggregate, is having or could
be reasonably expected to have a Parent Material Adverse Effect; and

6.12 Labor Matters. There is no material labor strike,
slowdown, work stoppage, lockout or other labor dispute in effect, or to the
knowledge of Parent threatened against or otherwise affecting the Parent
Station Business. To the knowledge of Parent, there are no union
organizational efforts presently being made involving any of the unorganized
Parent Station Employees which in any such case or all such cases together
would have a Parent Material Adverse Effect.

6.13 Title to Parent Station Assets; Entire Business.
Pursuant to the Contribution, Parent will convey to the Company (or a Broadcast
Subsidiary) good title to all of the Parent Station Assets (except for
leasehold and licensed interests and except as contemplated by Section 8.15),
free and clear of any Liens, except for assets and properties disposed of in
the ordinary course of business without violation of this Agreement and
Permitted Liens. Except as contemplated by Section 8.15, the Parent Station
Assets constitute all assets, properties and rights necessary to operate the
Parent Station Business in substantially the manner in which it is currently
being operated, except for the Excluded Cash, the Florida Station Assets, the
Missouri LMA, assets and properties disposed of in the ordinary course of
business without

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violation of this Agreement and except for the services to be provided by
Parent pursuant to the services agreement referred to in Section 9.03(d).

6.14 Condition of Parent Station Assets. All material
items of Parent Station Tangible Property included in the Parent Station Assets
are in good operating condition, normal wear and tear excepted.

6.15 Environmental Matters. Except for such matters that
individually or in the aggregate would not have a Parent Material Adverse
Effect, and excluding all matters which are not related to the Parent Station
Business or the Parent Station Assets, to the knowledge of Parent: (i) Parent
and its Subsidiaries have complied with all applicable Environmental Laws; (ii)
the properties currently owned or operated by Parent and its Subsidiaries
(including soils, groundwater, surface water, buildings or other structures)
are not contaminated with any Hazardous Substances; (iii) the properties
formerly owned or operated by Parent or its Subsidiaries were not contaminated
with Hazardous Substances during the period of ownership or operation by Parent
or any of its Subsidiaries; (iv) neither Parent nor any of its Subsidiaries is
subject to liability for any Hazardous Substance disposal or contamination on
any third party property; (v) neither Parent nor any of its Subsidiaries has
received any written notice, demand, letter, claim or request for information
alleging that Parent or any of its Subsidiaries may be in violation of or
liable under any Environmental Law; (vi) neither Parent nor any of its
Subsidiaries is subject to any orders, decrees, injunctions or other
arrangements with any Governmental or Regulatory Authority or is subject to any
indemnity or other agreement with any third party relating to liability under
any Environmental Law or relating to Hazardous Substances; (vii) none of the
properties of Parent or its Subsidiaries contains any underground storage
tanks, asbestos-containing material, lead-based products, or polychlorinated
biphenyls; and (viii) neither Parent nor any of its Subsidiaries has engaged in
any activities involving the generation, use, handling or disposal of any
Hazardous Substances.

6.16 Intangible Property. Parent and its Subsidiaries own
or have rights to use all material items of Intangible Property used by Parent
or any such Subsidiary solely in the conduct of the Parent Station Business.
To the knowledge of Parent, such use does not conflict with any rights of
others with respect thereto, except for such conflicts that have not had and
would not have a Parent Material Adverse Effect.

ARTICLE VII.

COVENANTS RELATING TO CONDUCT OF BUSINESS

7.01 Conduct of Business by Company. At all times from
and after the date hereof until the Effective Time, the Company covenants and
agrees as to itself and its Subsidiaries that (except as expressly contemplated
or permitted by this Agreement or to the

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extent that Parent shall otherwise consent in writing, which consent shall not
be unreasonably withheld):

(a) The Company and its Subsidiaries shall conduct their
respective businesses only in, and the Company and such Subsidiaries shall not
take any action except in, the ordinary course consistent with past practice.

(b) Without limiting the generality of paragraph (a) of
this Section, (i) the Company and its Subsidiaries shall use all commercially
reasonable efforts to preserve intact in all material respects their present
business organizations and reputation, to keep available the services of their
key officers and employees, to maintain their assets and properties in good
working order and condition, ordinary wear and tear excepted, to maintain
insurance on their tangible assets and businesses in such amounts and against
such risks and losses as are currently in effect, to preserve their
relationships with customers and suppliers and others having significant
business dealings with them and to comply in all material respects with all
Laws and Orders of all Governmental or Regulatory Authorities applicable to
them, and (ii) neither the Company nor any of its Subsidiaries shall:

(1) amend or propose to amend its certificate or
articles of incorporation or bylaws (or other comparable corporate
charter documents), expect as contemplated by the Restated Charter;

(2) (w) declare, set aside or pay any dividends on or
make other distributions in respect of any of its capital stock,
except for the declaration and payment of dividends by a wholly-owned
Subsidiary solely to its parent corporation and except for the
declaration and payment of regular cash dividends on the Existing
Preferred Stock which are required to be declared and paid pursuant to
the Company's Certificate of Incorporation as in effect on the date of
this Agreement, (x) split, combine, reclassify or take similar action
with respect to any of its capital stock or issue or authorize or
propose the issuance of any other securities in respect of, in lieu of
or in substitution for shares of its capital stock, except for the
issuance by the Company of shares of Existing Series A Common Stock
upon the conversion of the Existing Series B Common Stock or Existing
Series C Common Stock pursuant to the Company's Certificate of
Incorporation as in effect on the date of this Agreement, (y) adopt a
plan of complete or partial liquidation or resolutions providing for
or authorizing such liquidation or a dissolution, merger,
consolidation, restructuring, recapitalization or other reorganization
or (z) directly or indirectly redeem, repurchase or otherwise acquire
any shares of its capital stock or any Option with respect thereto;

(3) issue, deliver or sell, or authorize or propose the
issuance, delivery or sale of, any shares of its capital stock or any
Option with respect thereto other than the issuance by a wholly-owned
Subsidiary of its capital stock to its parent corporation, or modify
or amend any right of any holder of outstanding shares of capital
stock or Options with respect thereto;

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(4) acquire (by merging or consolidating with, or by
purchasing a substantial equity interest in or a substantial portion
of the assets of, or by any other manner) any business or any
corporation, partnership, association or other business organization
or division thereof or otherwise acquire or agree to acquire any
assets other than in the ordinary course of its business consistent
with past practice which in each case involve an amount not exceeding
$1,000,000;

(5) other than dispositions in the ordinary course of
its business consistent with past practice of assets which are not,
individually or in the aggregate, material to the Company and its
Subsidiaries taken as a whole, sell, lease, grant any security
interest in or otherwise dispose of or encumber any of its assets or
properties;

(6) except to the extent required by applicable law and
except to the extent necessary to cause the properties covered by the
Gannett Exchange Transactions to comply with the policies and
practices of the Company, (x) permit any material change in (A) any
accounting or financial reporting practice or policy or any material
pricing, marketing, purchasing, investment, inventory, credit,
allowance or tax practice or policy or (B) any method of calculating
any bad debt, contingency or other reserve for accounting, financial
reporting or tax purposes or (y) make any material tax election or
settle or compromise any material income tax liability with any
Governmental or Regulatory Authority;

(7) (x) incur any indebtedness for borrowed money or
guarantee any such indebtedness other than borrowings in an aggregate
principal amount (net of repayments) not exceeding $10,000,000 (and an
additional $8,000,000 to the extent necessary in respect of the
Company's obligation to develop a new facility for its KITV television
station in Honolulu, Hawaii) pursuant to the Company's existing
revolving credit facility, issue or sell any debt securities or
warrants other rights to acquire any debt securities of the Company or
any of its Subsidiaries, or guarantee any debt securities of another
person or enter into any arrangement having the economic effect of any
of the foregoing, or (y) voluntarily purchase, cancel, prepay or
otherwise provide for a complete or partial discharge in advance of a
scheduled repayment date with respect to, or waive any right under,
any indebtedness for borrowed money other than repayments pursuant to
the Company's existing revolving credit facility;

(8) (x) enter into, adopt, amend in any material
respect (except as may be required by applicable law) or terminate any
Company Employee Benefit Plan or other agreement, arrangement, plan or
policy between the Company or one of its Subsidiaries and one or more
of its directors, officers or employees, (y) except for normal
increases in the ordinary course of business consistent with past
practice that, in the aggregate, do not result in a material increase
in benefits or compensation expense to the Company and its
Subsidiaries taken as a whole, increase in any manner the compensation
or fringe benefits of any director, officer or employee or pay any
benefit not required by any plan or arrangement in effect as of the
date hereof, or (z) establish, adopt, enter into or amend in any
material respect or take action to accelerate any rights or benefits
under any

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collective bargaining agreement or any stock option, employee benefit
plan, agreement or policy except as contemplated by this Agreement;

(9) enter into any contract or amend or modify any
existing contract, or engage in any new transaction with any affiliate
of the Company or any of its Subsidiaries;

(10) make any capital expenditures or commitments for
additions to plant, property or equipment constituting capital assets
(other than any capital expenditures pursuant to commitments made
prior to the date of this Agreement) in an aggregate amount exceeding
$4,000,000;

(11) make any change in the lines of business in which it participates or is
engaged; or

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

7.02 Conduct of Parent Station Business by Parent. At all
times from and after the date hereof until the Effective Time, Parent covenants
and agrees as to itself and its Subsidiaries that (except as expressly
contemplated or permitted by this Agreement or to the extent that the Company
shall otherwise consent in writing, which consent shall not be unreasonably
withheld):

(a) Parent shall conduct the Parent Station Business only
in, and shall not take any action with respect to the Parent Station Business
except in, the ordinary course consistent with past practice.

(b) Without limiting the generality of paragraph (a) of
this Section, and except as contemplated by Section 8.15, (i) Parent and its
Subsidiaries shall use all commercially reasonable efforts to preserve intact
in all material respects the Parent Station Business' present business
organizations and reputation, to keep available the services of the Parent
Station Business' key officers and employees, to maintain the Parent Station
Assets in good working order and condition, ordinary wear and tear excepted, to
maintain insurance on the Parent Station Business in such amounts and against
such risks and losses as are currently in effect, to preserve the Parent
Station Business' relationships with customers and suppliers and others having
significant business dealings with the Parent Station Business and to comply in
all material respects with all Laws and Orders of all Governmental or
Regulatory Authorities applicable to the Parent Station Business and (ii)
Parent (but only insofar as it relates to Parent's conduct of the Parent
Station Business) and Merger Sub shall not:

(1) issue, deliver or sell, or authorize or propose the
issuance, delivery or sale of, any shares of capital stock of Merger
Sub (except as contemplated herein) or any Option with respect thereto
or modify or amend any right of any holder of outstanding shares of
capital stock or Options with respect thereto;

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(2) cause the Parent Station Business to acquire (by
merging or consolidating with, or by purchasing a substantial equity
interest in or a substantial portion of the assets of, or by any other
manner) any business or any corporation, partnership, association or
other business organization or division thereof or otherwise acquire
or agree to acquire any assets other than in the ordinary course of
the Parent Station Business consistent with past practice which in
each case involve an amount not exceeding $1,000,000;

(3) other than dispositions in the ordinary course of
its business consistent with past practice of assets which are not,
individually or in the aggregate, material to the Parent Station
Business, sell, lease, grant any security interest in or otherwise
dispose of or encumber any of the Parent Station Assets, except in
connection with the Bridge Debt, the Private Placement Debt or the
Refinancing (as hereinafter defined);

(4) except to the extent required by applicable law,
(x) permit any material change in (A) any accounting or financial
reporting practice or policy or any material pricing, marketing,
purchasing, investment, inventory, credit, allowance or tax practice
or policy (excluding from the foregoing the tax policies of Parent) or
(B) any method of calculating any bad debt, contingency or other
reserve for accounting, financial reporting or tax purposes (excluding
from the foregoing the taxes of Parent) or (y) make any material tax
election or settle or compromise any material income tax liability
with any Governmental or Regulatory Authority (excluding from the
foregoing the taxes of Parent);

(5) cause Merger Sub to (x) incur any indebtedness for
borrowed money or guarantee any such indebtedness, issue or sell any
debt securities or warrants or other rights to acquire any debt
securities, guarantee any debt securities of another person or enter
into any arrangement having the economic effect of any of the
foregoing; or (y) voluntarily purchase, cancel, prepay or otherwise
provide for a complete or partial discharge in advance of a scheduled
repayment date with respect to, or waive any right under, any
indebtedness for borrowed money; except, in the case of clauses (x)
and (y), in connection with the Bridge Debt, the Private Placement
Debt or the Refinancing;

(6) (x) with respect to Merger Sub, enter into, adopt,
amend in any material respect (except as may be required by applicable
law) or terminate any Parent Station Employee Benefit Plan or other
agreement, arrangement, plan or policy between such entities and one
or more of its directors, officers or employees, or (y) except for
normal increases in the ordinary course of business consistent with
past practice that, in the aggregate, do not result in a material
increase in benefits or compensation expense to the Parent Station
Business, increase in any manner the compensation or fringe benefits
of any director, officer or employee of the Parent Station Business or
pay any benefit to such persons not required by any plan or
arrangement in effect as of the date hereof;

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(7) with respect to the Parent Station Business, enter
into any contract or amend or modify any existing contract, or engage
in a new transaction with any other business unit or division of
Parent, any affiliate of Parent or any of its Subsidiaries;

(8) make any capital expenditures or commitments for
additions to plant, property or equipment constituting capital assets
with respect to the Parent Station Business in an aggregate amount
exceeding $10,000,000;

(9) make any change in the lines of business in which
the Parent Station Business participates or is
engaged; or

(10) enter into any contract, agreement, commitment or
arrangement to do or engage in any of the foregoing (except as
contemplated herein).

ARTICLE VIII.

ADDITIONAL AGREEMENTS

8.01 No Solicitations. Prior to the Effective Time, the
Company agrees that neither it nor any of its Subsidiaries or their respective
officers, directors, employees, agents, counsel, accountants, financial
advisors, investment bankers, consultants and other representatives
(collectively, "Representatives"), directly or indirectly, shall initiate,
solicit, encourage, accept or take any other action knowingly to facilitate,
any inquiries or the making of, or participate in any discussions or
negotiations regarding, any proposal or offer with respect to any direct or
indirect (i) acquisition or purchase of fifteen per cent (15%) or more of any
Existing Common Stock outstanding, (ii) acquisition or purchase of any equity
securities of any Material Subsidiary of the Company, (iii) acquisition or
purchase of all or any significant portion of the assets of the Company or any
Material Subsidiary or (iv) any merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving the
Company or any of its Material Subsidiaries (any such proposal or offer being
hereinafter referred to as an "Acquisition Proposal"); provided, however, that
in response to an unsolicited Acquisition Proposal (x) the Company or its
Representatives may furnish or cause to be furnished information concerning the
Company and its Subsidiaries and their business, properties or assets to a
third party, (y) the Company or its Representatives may engage in discussions
or negotiations with a third party regarding such Acquisition Proposal, and (z)
the Company may take and disclose to its stockholders a position contemplated
by Rule 14e-2 under the Exchange Act or otherwise make public disclosures to
its stockholders that are required by law, but in each case referred to in the
foregoing clauses (x) and (y), only to the extent that the Board of Directors
of the Company shall determine in good faith on the basis of written advice
from outside counsel (who may be the Company's regularly retained outside
counsel) that such action is necessary in order for the Board of Directors to
act in a manner consistent with its fiduciary obligations to stockholders under
applicable law. In the event that the Company or any of its Subsidiaries or
its or their Representatives receive from any Person an Acquisition Proposal,
the Company shall promptly advise, orally and in writing, such Person of the
terms of this Section

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8.01, and (except to the extent that the Board of Directors shall determine in
good faith on basis of written advice from such outside counsel that to do
otherwise is necessary in order for the Board of Directors to act in a manner
consistent with its fiduciary obligations to stockholders under applicable law)
shall promptly advise Parent of such Acquisition Proposal and thereafter keep
Parent reasonably and promptly informed of all material facts and circumstances
relating to said Acquisition Proposal and the Company's actions relating
thereto.

8.02 Advice of Changes.

(a) The Company shall confer on a regular and frequent
basis with Parent with respect to its business and operations and other matters
relevant to the Merger and the other transactions contemplated hereby, and
shall promptly advise Parent, orally and in writing, of any change or event,
including, without limitation, any complaint, investigation or hearing by any
Governmental or Regulatory Authority (or communication indicating the same may
be contemplated) or the institution or threat of litigation, having, or which,
insofar as can be reasonably foreseen, could have, a Company Material Adverse
Effect or a material adverse effect on the ability of the Company to consummate
the transactions contemplated hereby.

(b) Parent shall confer on a regular and frequent basis
with the Company with respect to the Parent Station Business and other matters
relevant to the Merger and the other transactions contemplated hereby, and
shall promptly advise the Company, orally and in writing, of any change or
event, including, without limitation, any complaint, investigation or hearing
by any Governmental or Regulatory Authority (or communication indicating the
same may be contemplated) or the institution or threat of litigation, having,
or which, insofar as can be reasonably foreseen, could have, a Parent Material
Adverse Effect or a material adverse effect on the ability of Parent, Merger
Sub and Cash Sub to consummate the transactions contemplated hereby.

8.03 Access to Information; Audited Financial Statements; Confidentiality.

(a) Each of the Company and Parent shall, and shall cause
each of its respective Subsidiaries to, throughout the period from the date
hereof to the Effective Time, (i) provide the other party and its
Representatives with full access, upon reasonable prior notice and during
normal business hours, to all officers, employees, agents and accountants of
the Company or Parent, as the case may be, and its respective Subsidiaries and
their respective assets, properties, books and records (but in the case of
Parent and its Subsidiaries, limited to the Parent Station Business only), but
only to the extent that such access does not unreasonably interfere with the
business and operations of the Company or Parent, as the case may be, and its
respective Subsidiaries, and (ii) furnish promptly to such persons (x) a copy
of each report, statement, schedule and other document filed or received by the
Company or Parent, as the case may be, or any of its respective Subsidiaries
pursuant to the requirements of federal or state securities laws or filed with
any other Governmental or Regulatory Authority (but in the case of Parent, only
to the extent related to the Parent Station Business), (y) a copy of any
monthly financial reports and any "pacing" reports prepared by the Company or
Parent, as the case may

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be (but in the case of Parent, only to the extent related to the Parent Station
Business), and (z) all other information and data (including, without
limitation, copies of Contracts, Company Employee Benefit Plans, as the case
may be, and other books and records) concerning the business and operations of
the Company or Parent, as the case may be, and its respective Subsidiaries (but
in the case of Parent and its Subsidiaries, limited to the Parent Station
Business only), as the other party or any of such other persons reasonably may
request. No investigation pursuant to this paragraph or otherwise shall affect
any representation or warranty contained in this Agreement or any condition to
the obligations of the parties hereto.

(b) On or prior to May 1, 1997 or as soon thereafter as
is reasonably practicable, (i) the Company shall deliver to Parent true,
correct and complete copies of the audited consolidated balance sheet of the
Company as of December 31, 1996 and the related audited consolidated statements
of operations, stockholder's equity and cash flows for the year then ended,
which shall be prepared in accordance with GAAP applied on a basis consistent
with the Company Financial Statements and pursuant to Regulation S-X under the
Securities Act and (ii) Parent shall deliver to the Company true, correct and
complete copies of the audited balance sheets of the Parent Station Business as
of December 31, 1995 and December 31, 1996 and the related audited statements
of operations, stockholder's equity and cash flows of the Parent Station
Business for the three years ended December 31, 1996, which shall be prepared
in accordance with GAAP applied on a basis consistent with the Parent Station
Financial Statements and pursuant to Regulation S-X under the Securities Act.

(c) Each party and its respective Subsidiaries will hold,
and will use its best efforts to cause its and its Subsidiaries'
Representatives to hold, in strict confidence, unless compelled to disclose by
judicial or administrative process or by other requirements of applicable Laws
of Governmental or Regulatory Authorities (including, without limitation, in
connection with obtaining the necessary approvals of this Agreement or the
transactions contemplated hereby of Governmental or Regulatory Authorities),
all documents and information concerning the other party and its Subsidiaries
furnished to it by such other party or its Representatives in connection with
this Agreement or the transactions contemplated hereby, except to the extent
that such documents or information can be shown to have been (x) previously
known by the Company or Parent, as the case may be, or its respective
Subsidiaries or its or their Representatives, on a non-confidential basis, or
(y) in the public domain (either prior to or after the furnishing of such
documents or information hereunder) through no fault of the Company or Parent,
as the case may be, its respective Subsidiaries or its or their
Representatives. In the event that this Agreement is terminated without the
transactions contemplated hereby having been consummated, upon the request of
the Company or Parent, as the case may be, the other party will, and will cause
its respective Subsidiaries or its or their Representatives to, promptly (and
in no event later than five (5) business days after such request) redeliver or
cause to be redelivered all copies of documents and information furnished by
the Company or Parent, as the case may be, its respective Subsidiaries or its
or their Representatives to such party and its Representatives in connection
with this Agreement or the transactions contemplated hereby and destroy or
cause to be destroyed all notes, memoranda, summaries, analyses, compilations
and other writings related thereto or based thereon prepared by the Company or
Parent, as the case may be, its respective Subsidiaries or its or their
Representatives.

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8.04 Registration Statement. The Company shall promptly
prepare (and Parent shall cooperate in the preparation of) and file with the
SEC on or prior to the forty-fifth day after the date of this Agreement or as
soon thereafter as is reasonably practicable a Registration Statement on Form
S-4 (the "Form S-4") under the Securities Act, with respect to the Surviving
Corporation Series A Common Stock issuable in the Merger, a portion of which
Registration Statement shall also serve as the proxy statement with respect to
the meeting of the stockholders of the Company in connection with the Merger
(as amended or supplemented from time to time, the "Proxy
Statement/Prospectus"). The Company will cause the Proxy Statement/Prospectus
and the Form S-4 to comply as to form in all material respects with the
applicable provisions of the Securities Act, the Exchange Act and the rules and
regulations thereunder. The Company shall use commercially reasonable efforts,
and Parent will cooperate with the Company, to have the Form S-4 declared
effective by the SEC as promptly as practicable and to keep the Form S-4
effective as long as necessary to consummate the Merger. The Company shall, as
promptly as practicable, provide copies of any written comments received from
the SEC with respect to the Form S-4 to Parent and advise Parent of any verbal
comments with respect to the Form S-4 received from the SEC. The Company shall
use its best efforts to obtain, prior to the effective date of the Form S-4,
all necessary state securities law or "Blue Sky" permits or approvals required
to carry out the transactions contemplated by this Agreement. Each of Parent
and the Company shall use all reasonable efforts to obtain "cold comfort"
letters from their respective independent certified public accountants, dated a
date within two Business Days before the date on which the Form S-4 shall
become effective, in form reasonably acceptable to the other party and
customary in form and substance for letters delivered by independent certified
public accountants in connection with registration statements similar to the
Form S-4. The Company agrees that the Proxy Statement/Prospectus and each
amendment or supplement thereto at the time of mailing thereof and at the time
of the meeting of stockholders of the Company, or, in the case of the Form S-4
and each amendment or supplement thereto, at the time it is filed or becomes
effective, will not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that the foregoing shall not apply to the
extent that any such untrue statement of a material fact or omission to state a
material fact was made by the Company in reliance upon and in conformity with
written information concerning Parent or any of its Subsidiaries furnished to
the Company by Parent specifically for use in the Proxy Statement/Prospectus.
Parent agrees that the written information concerning Parent and its
Subsidiaries provided by it for inclusion in the Proxy Statement/Prospectus and
each amendment or supplement thereto, at the time of mailing thereof and at the
time of the meetings of stockholders of the Company, or, in the case of written
information concerning Parent and its Subsidiaries provided by Parent for
inclusion in the Form S-4 or any amendment or supplement thereto, at the time
it is filed or becomes effective, will not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. No amendment or supplement to the Proxy
Statement/Prospectus will be made by the Company without the approval of
Parent. The Company will advise Parent, promptly after receipt of notice
thereof, of the time when the Form S-4 has become effective or any supplement
or amendment has been filed, the issuance of any stop order, the suspension of
the qualification

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of the Surviving Corporation Series A Common Stock issuable in connection with
the Merger for offering or sale in any jurisdiction, or any request by the SEC
for amendment of the Proxy Statement/Prospectus or the Form S-4 or comments
thereon and responses thereto or requests by the SEC for additional
information.

8.05 Approval of Stockholders and Board Recommendation.
The Company shall, through its Board of Directors, duly call, give notice of,
convene and hold a meeting of its stockholders (the "Company Stockholders'
Meeting") for the purpose of voting on the adoption of the Restated Charter and
the adoption of this Agreement and the transactions contemplated hereby as soon
as reasonably practicable after the date hereof, subject to the requirements of
Section 8.04 and applicable laws. The Company shall use its reasonable efforts
to solicit from its stockholders proxies, and, except as provided in the last
sentence of this Section 8.05, shall take all other action necessary and
advisable, to secure the vote of stockholders required by applicable law to
obtain the approval for this Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the Company shall not, without the prior
written consent of Parent, establish or cause to be established a record date
for the Company's Stockholders' Meeting with respect to the Company Stockholder
Approval that is prior to the date that ATILP and TIP have converted all shares
of Existing Series C Common Stock held by them into shares of Existing Series A
Common Stock in order that ATILP and TIP may be eligible to vote for the
purposes of determining the Company Stockholder Approval, as contemplated by
the Voting Agreements. The Board of Directors of the Company shall recommend
to its stockholders the adoption of the Restated Charter and the adoption of
this Agreement; provided, however, that such recommendation may not be made or
may be withdrawn, modified, or amended after the receipt by the Company of an
Acquisition Proposal to the extent the Board of Directors of the Company shall
determine, in good faith, upon written advice of outside counsel (who may be
the Company's regularly retained outside counsel), that such action is
necessary in order for the Board of Directors of the Company to act in a manner
which is consistent with its fiduciary obligations to stockholders under
applicable law.

8.06 Regulatory and Other Approvals. Subject to the terms
and conditions of this Agreement and without limiting the provisions of
Sections 8.04 and 8.05, each of the Company and Parent will proceed diligently
and in good faith and will use all commercially reasonable efforts to do, or
cause to be done, all things necessary, proper or advisable to, as promptly as
practicable, (a) obtain all consents, approvals or actions of, make all filings
with and give all notices to Governmental or Regulatory Authorities or any
other public or private third parties required of Parent, the Company or any of
their Subsidiaries to consummate the Contribution and the Merger and the other
transactions contemplated hereby, and (b) provide such other information and
communications to such Governmental or Regulatory Authorities or other public
or private third parties as the other party or such Governmental or Regulatory
Authorities or other public or private third parties may reasonably request.
In addition to and not in limitation of the foregoing, (i) each of the parties
will (w) take promptly all actions necessary to make the filings required of
Parent, the Company and their affiliates under the Communications Act and the
FCC Regulations and to receive FCC Approval, (x) take promptly all actions
necessary to make the filings required of Parent and the Company or their
affiliates under the HSR Act in respect of the Contribution, the Merger and the
transactions

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contemplated by the Voting Agreements, (y) comply at the earliest practicable
date with any request for additional information received by such party or its
affiliates from the FCC pursuant to the Communications Act or the FCC
Regulations, or from the Federal Trade Commission (the "FTC") or the Antitrust
Division of the Department of Justice (the "Antitrust Division") pursuant to
the HSR Act, and (z) cooperate with the other party (or ATILP and TIP, as the
case may be) in connection with such party's filings under the Communications
Act and the HSR Act and in connection with resolving any investigation or other
inquiry in respect of the Merger and the transactions contemplated by the
Voting Agreements and this Agreement commenced by either the FTC or the
Antitrust Division or state attorneys general. The parties hereto recognize
and acknowledge that under applicable rules and regulations of the FCC, certain
assets currently held by, or attributable to, Parent, the Company or their
respective Subsidiaries cannot be held by, or be attributable to, the Company
(or the Surviving Corporation, as the case may be) or its Subsidiaries after
the Effective Time, unless appropriate waivers of such rules and regulations
are obtained. Subject to the next sentence, the parties agree to seek
temporary waivers consistent with existing precedent (including commitments of
the Company (or the Surviving Corporation, as the case may be) and its
Subsidiaries to divest such assets or take such other actions as may be
required) in order to obtain the FCC Approval and to allow the consummation of
the Merger. If necessary in order to obtain the FCC's approval of the
transactions contemplated hereby, the parties agree that the Company (or the
Surviving Corporation, as the case may be) and its Subsidiaries will agree to
divest of the following assets or take other appropriate action with respect to
such assets after the Effective Time: WNAC-TV (Providence, Rhode Island) and
WDTN-TV (Dayton, Ohio); provided, however, that the agreement to divest of any
other assets or at any other time will require the prior approval of Parent and
the Company (or the Surviving Corporation, as the case may be). Anything
contained herein to the contrary notwithstanding, in no event shall Parent or
any of its Subsidiaries be required to divest or take any other action with
respect to any assets, properties or businesses which are not included in the
Parent Station Assets or the Parent Station Business in order to obtain the
approvals of any Governmental or Regulatory Authorities or any other public or
private third parties for the Contribution, the Merger or the other
transactions contemplated thereby. The parties also recognize that
applications for renewal of one or more of the FCC Licenses have been filed and
may need to be filed prior to the Closing Date. Accordingly, each party hereby
agrees that it shall abide by the procedures established in Stockholders of
CBS, Inc., FCC 95-469 (rel. Nov. 22, 1995) 31-35 (or such other procedures
established by the FCC), for processing applications for transfer of control of
a licensee during the pendency of an application for renewal of a station
license. The parties further agree that the pendency of any such renewal
application or applications, or the fact that the FCC grant of any renewal
application shall not have become final (i.e., no longer subject to
administrative or judicial review or reconsideration (a "Final Order")), shall
not be a cause for delaying the Closing except as provided in Section 9.01(d).
Without limiting the generality of the foregoing, the parties agree to use
their respective commercially reasonable efforts to prosecute any such
application for renewal of a FCC License, and Parent and the Company agree that
any interest that may be acquired in such license at Closing is subject to
whatever action the FCC may ultimately take with respect to the renewal
application. Notwithstanding anything in this Agreement to the contrary, this
Section 8.06 shall survive the Closing until any order issued by the FCC with
respect to a renewal application pending, or granted but not yet final, as of
the Closing becomes a Final Order.

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8.07 Tax Matters. Each of the parties hereto shall report
the Contribution as a transaction satisfying the requirements of Section 351 of
the Code and shall comply with the tax reporting and record keeping
requirements of Section 1.351-3 of the Treasury Regulations promulgated under
the Code with respect to such transaction. None of the parties hereto shall
take any action that would result in the Contribution failing to satisfy the
requirements of Section 351 of the Code. The Company (or the Surviving
Corporation, as the case may be) shall report the Merger as a redemption under
the provisions of Section 302 of the Code with respect to those stockholders of
the Company who receive cash pursuant to the Merger. None of the parties
hereto shall take any action or position inconsistent with such treatment as a
redemption.

8.08 Affiliate Letters; Resales. At least 30 days prior
to the Closing Date, the Company shall deliver to Parent a list of names and
addresses of those persons who were, in the Company's reasonable judgment, at
the record date for the Company Stockholders' Meeting, "affiliates" (each such
person, an "Affiliate") of the Company within the meaning of Rule 145 of the
rules and regulations promulgated under the Securities Act. The Company shall
use all reasonable efforts to deliver or cause to be delivered to Parent prior
to the Closing Date, from each of the Affiliates of the Company identified in
the foregoing list, an Affiliate Letter in the form attached hereto as Exhibit
8.08. The Surviving Corporation shall be entitled to place legends as
specified in such Affiliate Letters on the certificates evidencing any
Surviving Corporation Series A Common Stock to be received by such Affiliates
pursuant to the terms of this Agreement, and to issue appropriate stop transfer
instructions to the transfer agent for the Surviving Corporation Series A
Stock, consistent with the terms of such Affiliate Letters.

As soon as practicable after the date of this Agreement,
the Company and Parent jointly shall prepare and submit to the SEC a request
for a "no-action letter" to the effect that the provisions of Rule 145(d) under
the Securities Act will not be applicable immediately after the Effective Time
to those persons who will receive shares of Existing Series A Common Stock and
Existing Series B Common Stock pursuant to the Liquidation Plans and who are
not otherwise Affiliates of the Company at the time of the Company
Stockholders' Meeting (the "Distributees"). In the event that a favorable
no-action letter is not given by the SEC, then as soon as practicable after the
Effective Time, the Surviving Corporation shall prepare and file with the SEC
and use its best efforts to keep effective a registration statement on Form S-3
covering the resale of any shares of Surviving Corporation Series A Common
Stock received by the Distributees in the Merger until the earlier of the first
anniversary of the Effective Time or until all such shares have been resold
pursuant thereto.

8.09 Governance. After the Effective Time, (i) Parent
shall vote its shares of Surviving Corporation Series B Common Stock and use
its best efforts to take such actions to cause each of Messrs. ▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇ ▇▇▇▇▇ to continue to be elected as directors of the Board of Directors of
the Surviving Corporation for so long as ▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇, as the case
may be, are employed by the Surviving Corporation or any of the Surviving
Corporation's Subsidiaries, and (ii) for as long as Parent holds any shares of
Surviving Corporation Series B Common Stock and to the extent that Parent
during such time also holds any shares of Surviving Corporation Series A Common
Stock, Parent shall vote its shares of

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Surviving Corporation Series A Common Stock with respect to the election of
directors only in the same proportion as the shares of Surviving Corporation
Series A Common Stock not held by Parent are so voted.

8.10 Directors' and Officers' Indemnification and
Insurance.

(a) Except to the extent required by law, until the sixth
anniversary of the Effective Time, the Surviving Corporation will keep in
effect provisions in its Certificate of Incorporation and By-Laws providing for
exculpation of director and officer liability and its indemnification of
directors, officers, employees or agents of the Company or any of its
Subsidiaries (the "Indemnitees") which are no less favorable than such
provisions as in effect in the Company's Certificate of Incorporation and
By-Laws on the date hereof.

(b) The Surviving Corporation shall, until the sixth
anniversary of the Effective Time, cause to be maintained in effect, to the
extent available, the policies of directors' and officers' liability insurance
maintained by the Company and its Subsidiaries as of the date hereof (or
policies of at least the same coverage and amounts containing terms that are no
less advantageous to the insured parties) with respect to claims arising from
facts or events that occurred on or prior to the Effective Time; provided,
however, that in no event shall the Surviving Corporation be obligated to
expend in order to maintain or procure insurance coverage pursuant to this
paragraph any amount per annum in excess of 200% of the aggregate premiums
currently paid by the Company and its Subsidiaries in 1997 (on an annualized
basis) for such purpose (the "Cap") (which 1997 annual premium the Company
represents and warrants to be approximately $292,200); and provided further,
that if equivalent coverage cannot be obtained, or can be obtained only by
paying an annual premium in excess of the Cap, the Surviving Corporation shall
only be required to obtain as much coverage as can be obtained by paying an
annual premium equal to the Cap.

(c) The provisions of this Section 8.10 are intended to
be for the benefit of, and shall be enforceable by, each Indemnitee.

8.11 Expenses. Except as set forth in Section 10.02, in
the event that the Merger is not consummated, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such cost or expense except as expressly
provided herein and except that (a) the filing fee in connection with the HSR
Act filing, (b) the filing fee in connection with the filing of the Form S-4 or
Proxy Statement/Prospectus with the SEC, (c) the filing fees in connection with
necessary applications to the FCC and (d) the expenses incurred in connection
with printing and mailing the Form S-4 and the Proxy Statement/Prospectus,
shall be shared equally by the Company and Parent. In the event that the
Merger is consummated, the Surviving Corporation shall bear or reimburse Parent
for all of the costs and expenses of Parent incurred in connection with this
Agreement and the transactions contemplated hereby, including but not limited
to Transfer Taxes, the fees and disbursements of counsel for Parent, fees and
disbursements for special accounting services provided by Parent's independent
outside accountants, fees and expenses of

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▇.▇. ▇▇▇▇▇▇ & Co., Parent's financial advisor, and the costs and expenses set
forth in clauses (a) through (d) of the preceding sentence.

8.12 Brokers or Finders. Each of Parent and the Company
represents, as to itself and its affiliates, that no agent, broker, investment
banker, financial advisor or other firm or person is or will be entitled to any
broker's or finder's fee or any other commission or similar fee in connection
with any of the transactions contemplated by this Agreement except ▇▇▇▇▇▇▇
▇▇▇▇▇ & Co., and Credit Suisse First Boston whose fees and expenses will be
paid by the Company and ▇.▇. ▇▇▇▇▇▇ & Co., whose fees and expenses, except to
the extent otherwise provided in Section 8.11 above, will be paid by Parent and
each of Parent and the Company shall indemnify and hold the other harmless from
and against any and all claims, liabilities or obligations with respect to any
other such fee or commission or expenses related thereto asserted by any person
on the basis of any act or statement alleged to have been made by such party or
its affiliate.

8.13 Fulfillment of Conditions. Subject to the terms and
conditions of this Agreement, each of Parent and the Company will use all
commercially reasonable efforts to take or cause to be taken all steps
necessary or desirable and proceed diligently and in good faith to satisfy each
condition to the other's obligations contained in this Agreement and to
consummate and make effective the transactions contemplated by this Agreement,
and neither Parent nor the Company will, nor will it permit any of its
Subsidiaries to, take or fail to take any action that could be reasonably
expected to result in the nonfulfillment of any such condition.

8.14 Indemnification. If the Merger shall be consummated:

(a) Parent will indemnify, defend and hold harmless the
Surviving Corporation, its Subsidiaries and their affiliates and their
respective directors, officers and employees from and against all losses,
liabilities (including punitive or exemplary damages, fines or penalties and
any interest thereon), expenses (including fees and disbursements of counsel
and expenses of investigation and defense), claims or other obligations of any
nature whatsoever (collectively, "Losses") which directly or indirectly arise
(i) out of any Parent Station Excluded Liabilities, (ii) with respect to or
otherwise in connection with any pension, welfare or other benefit plan
maintained or contributed to by Parent or any of its Subsidiaries (other than
the Company or any of its Subsidiaries) which arise under ERISA or the Code, by
virtue of the Company and its Subsidiaries being aggregated with Parent or any
of its other Subsidiaries for purposes of ERISA or the Code (including, without
limitation, under Section 414(b), (c), (m) or (o) of the Code or Section 4001
of ERISA) at any relevant time, or (iii) which result from any breach of, or
inaccuracy in, the representations and warranties contained in Section 6.13
(but only to the extent such representations and warranties survive the Merger
pursuant to Section 11.01). Notwithstanding the preceding sentence, Parent
shall not be liable pursuant to this Section 8.14 for any Losses which are
recovered pursuant to any insurance policy.

(b) The Surviving Corporation will, and will cause each
of its Subsidiaries to, indemnify, defend and hold harmless Parent, its
Subsidiaries (other than the Surviving

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Corporation and its Subsidiaries) and their affiliates and their respective
directors, officers and employees from and against all Losses which directly or
indirectly arise (i) out of any Parent Station Assumed Liabilities, the Bridge
Debt or the Private Placement Debt, or (ii) with respect to or otherwise in
connection with any pension, welfare or other benefit plan maintained or
contributed to by the Company or any of its Subsidiaries which arise under
ERISA or the Code, by virtue of Parent and its other Subsidiaries being
aggregated with the Company and its Subsidiaries for purposes of ERISA or the
Code (including, without limitation, under Section 414(b), (c), (m) or (o) of
the Code or Section 4001 of ERISA) at any relevant time.

8.15 Cross-Ownership. From and after the date hereof, if
(i) Parent or any of its respective Subsidiaries (other than the Company or any
of its Subsidiaries), on the one hand, or the Company or any of its
Subsidiaries, on the other hand (in each case a "Purchasing Party"), desires to
acquire or purchase (including any acquisition or purchase by way of merger or
consolidation) any television or radio broadcast stations, newspapers or any
other asset of any kind or nature and (ii) pursuant to any Law or Order, (x)
the party or any of such party's Subsidiaries not making such acquisition or
purchase (a "Non-Purchasing Party") would be required to divest or otherwise
dispose of any television or radio broadcast stations, newspapers or any other
assets of any kind or nature, or (y) divestiture of any of the Parent Stations
or Company Stations would be required prior to the Effective Time, then the
Purchasing Party shall not make such acquisition or purchase without the prior
written consent of the Non-Purchasing Party.

Notwithstanding the foregoing provisions of this Section
8.15, in the event that Parent acquires or agrees to acquire any asset and
reasonably believes that, pursuant to any Law or Order, Parent or the Surviving
Corporation, as the case may be, would be required to divest of the KMBC
(Kansas City, Missouri) television station, Parent may elect to take such
action and the Company consents to such action and waives any rights or
remedies it may have under this Agreement; provided that (i) if such action is
taken prior to the Effective Time, Parent shall substitute consideration of
Equivalent Value (as defined below) for KMBC in the form of one (or a
combination) of the following at the election of Parent: (x) another television
broadcasting station or stations; (y) cash; or (z) a reduced number of Company
Series B Common Stock or (ii) if such action is taken after the Effective Time,
Parent shall exchange a Qualifying Property for KMBC with the Surviving
Corporation in a like kind tax-free exchange transaction and, to the extent
that the estimated or actual 1997 broadcast cash flow of such Qualifying
Property is greater or less than $21.7 million, then, in the case of an excess,
the Surviving Corporation shall pay to Parent and, in the case of a deficiency,
Parent shall pay to the Surviving Corporation, at Parent's election (x) cash;
or (y) shares of Surviving Corporation Series B Common Stock having a value
equal to the Market Price on the date such shares are paid (or a combination of
the foregoing), equal to the Appraised Value of such excess or deficiency, as
the case may be. If such substitution occurs before the Effective Time, each
share of Company Series B Common Stock which shall be used to reduce the number
of shares to be received by Parent pursuant to Section 2.03 of this Agreement
in accordance with the preceding sentence shall be deemed to have a value equal
to $26.50 and any substitute television broadcasting station or stations shall
be deemed to have such value as mutually agreed upon by Parent and the Company
(it being

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agreed that unless such mutual agreement is reached, Parent may not so
substitute a television broadcasting station).

ARTICLE IX.

CONDITIONS

9.01 Conditions to Each Party's Obligation to Effect the
Contribution and the Merger. The respective obligation of each party to effect
the Contribution and the Merger is subject to the fulfillment, at or prior to
the Closing, of each of the following conditions:

(a) Stockholder Approval. The Restated Charter,
this Agreement and transactions contemplated hereby shall have been approved
and adopted by the requisite vote of the stockholders of the Company under the
DGCL, the Company's Certificate of Incorporation and any other governing
instruments.

(b) Form S-4. The Form S-4 shall have become
effective and shall be effective at the Effective Time, and no stop order
suspending effectiveness of the Form S-4 shall have been issued, no action,
suit, proceeding or investigation by the SEC to suspend the effectiveness
thereof shall have been initiated and be continuing, or, to the knowledge of
Parent or the Company, threatened, and all necessary approvals under state
securities laws relating to the issuance or trading of the Surviving
Corporation Series A Common Stock to be issued in connection with the Merger
shall have been received.

(c) HSR Act. Any waiting period (and any
extension thereof) applicable to the consummation of the Merger under the HSR
Act shall have expired or been terminated.

(d) FCC Approval. FCC Approval shall have been
obtained, notwithstanding that any such order or orders may not have yet become
a Final Order, except that if one or more pre-grant objections shall have been
filed with respect to the filings or applications required by Section 8.06
hereof, the FCC Approval shall have become a Final Order. In either case the
FCC Approval shall have been obtained without the imposition of any condition
or restriction that (i) would require the divestiture of any Parent Stations or
Company Stations other than those expressly contemplated by Section 8.06 or
(ii) would reasonably be expected to have a Parent Material Adverse Effect, a
material adverse effect on Parent and its Subsidiaries, taken as a whole (it
being understood and agreed that the divestiture of any assets of Parent or any
of its Subsidiaries other than those expressly contemplated by Section 8.06
shall be deemed to be such a material adverse effect), a Company Material
Adverse Effect, or a material adverse effect on the Surviving Corporation and
its Subsidiaries, taken as a whole, following the Effective Time.

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(e) No Injunctions or Restraints. No court of
competent jurisdiction or other competent Governmental or Regulatory Authority
shall have enacted, issued, promulgated, enforced or entered any Law or Order
(whether temporary, preliminary or permanent) which is then in effect and has
the effect of making illegal or otherwise restricting, preventing or
prohibiting consummation of the Merger or the other transactions contemplated
by this Agreement.

(f) Additional Governmental and Regulatory
Consents and Approvals. Other than FCC Approval and the filing of the Restated
Charter and the Certificate of Merger, all consents, approvals and actions of,
filings with and notices to any Governmental or Regulatory Authority of Parent,
the Company or any of their respective Subsidiaries to consummate the
Contribution, the Merger and the other transactions contemplated hereby, the
failure of which to be obtained or taken could be reasonably expected to have a
material adverse effect on Parent and its Subsidiaries, taken as a whole, or on
the Company and its Subsidiaries, taken as a whole, or on the Surviving
Corporation and its Subsidiaries, taken as a whole, following the Effective
Time or on the ability of Parent, Merger Sub, Cash Sub or the Company to
consummate the transactions contemplated hereby, shall have been obtained.

(g) NASDAQ Listing. The Surviving Corporation
Series A Common Stock to be issued in connection with the Merger shall have
been approved for quotation in the NASDAQ National Market System.

(h) Financing. The Company shall have obtained
financing (the "Refinancing") on terms reasonably satisfactory to each of
Parent and the Company in an amount sufficient for the following purposes: (i)
to enable the Company to refinance immediately after the Effective Time the
Private Placement Debt (to the extent such refinancing is required by the
holders thereof); (ii) to provide the Company with the funds required to
refinance immediately after the Effective Time the Bridge Debt (to the extent
such refinancing is required by the holders thereof); (iii) to enable the
Company to redeem its 9-3/4% Senior Subordinated Notes immediately after the
Effective Time if required by the holders thereof; and (iv) to enable the
Company to refinance its $65,000,000 revolving credit facility under that
certain Credit Agreement dated January 31, 1997 between the Company and the
lenders named therein.

(i) Management and TV Option Contracts. Parent
and the Company shall have executed and delivered a management contract and a
television station option contract substantially on the terms attached hereto
as Exhibit 9.01(i).

9.02 Conditions to Obligation of Parent, Merger Sub and
Cash Sub to Effect the Contribution and the Merger. The obligation of Parent,
Merger Sub and Cash Sub to effect the Contribution and the Merger is further
subject to the fulfillment, at or prior to the Closing, of each of the
following additional conditions (all or any of which may be waived in whole or
in part by Parent, Merger Sub and Cash Sub in their sole discretion):

(a) Representations and Warranties. Each of the
representations and warranties made by the Company in this Agreement shall be
true and correct in all material

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respects as of the Closing Date as though made on and as of the Closing Date
or, in the case of representations and warranties made as of a specified date
earlier than the Closing Date, on and as of such earlier date, and the Company
shall have delivered to Parent a certificate, dated the Closing Date and
executed on behalf of the Company by its Chairman of the Board, President or
any Vice President, to such effect.

(b) Performance of Obligations. The Company shall have
performed and complied with, in all material respects, each agreement, covenant
and obligation required by this Agreement to be so performed or complied with
by the Company at or prior to the Closing, and the Company shall have delivered
to Parent a certificate, dated the Closing Date and executed on behalf of the
Company by its Chairman of the Board, President or any Vice President, to such
effect.

(c) Dissenters' Rights. The period for execution and
perfection of statutory appraisal rights available in connection with the
Merger described in Section 3.06 shall have expired and such appraisal rights
shall have been exercised and perfected by the holders of shares of capital
stock of any class or series of the Company holding not more than 5% of the
outstanding common stock of any class or series of the Company (treating, for
this purpose, each share of the Company's Series A Preferred Stock, $.01 par
value, and Series B Preferred Stock, $.01 par value, as having been converted
into a number of shares of the Company's common stock equal to $1,000 divided
by (x) the Cash Consideration (in the case of the Series A Preferred Stock) or
(y) $35 (in the case of the Series B Preferred Stock).

(d) Opinions of Counsel. Parent shall have received the
opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to Parent, and the opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇
Rain ▇▇▇▇▇▇▇, counsel to the Company, dated the date of the Proxy
Statement/Prospectus and the Closing Date, to the effect that the Contribution
will be treated as a transaction governed by Section 351 of the Code.

(e) Material Third Party Consents. All consents and
approvals from third parties to the contracts and agreements set forth in
Section 9.02(e) of the Company Disclosure Letter and Section 9.03(e) of the
Parent Disclosure Letter to consummate the Contribution, the Merger and the
other transactions contemplated hereby shall have been obtained.

(f) Tax Sharing Agreement. Parent and the Company shall
have executed and delivered a Tax Sharing Agreement substantially in the form
attached hereto as Exhibit 9.02(f).

(g) License Agreement. Parent and the Company shall have
executed and delivered a License Agreement substantially in the form attached
hereto as Exhibit 9.02(g).

(h) Affiliate Letters and Management Transfer Restriction
Agreements. Each of the Affiliates referred to in Section 8.08 shall have
executed and delivered to the Company an Affiliate Letter referred to therein,
and each of the persons listed on Exhibit 9.02(h)(A) shall have executed and
delivered a transfer restriction agreement substantially in the form attached
hereto as Exhibit 9.02(h)(B).

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(i) Radio Facilities Lease. The Company or certain
Broadcast Subsidiaries, as the case may be, shall have executed and delivered
to Parent, on the terms attached hereto as Exhibit 9.01(i) leases in respect of
real property owned by the Surviving Corporation or certain Broadcast
Subsidiaries, as the case may be, pursuant to which Parent shall lease premises
for Parent's radio broadcast stations.

(j) Conveyancing Documents. The Company shall have
executed and delivered to Parent the Assignment and Assumption Agreement
referred to in Section 9.03(c) below.

(k) Financing. Cash Sub shall have obtained financing on
terms reasonably satisfactory to Parent for the Bridge Debt and shall have
received the proceeds thereof.

9.03 Conditions to Obligation of the Company to Effect the
Merger. The obligation of the Company to effect the Merger is further subject
to the fulfillment, at or prior to the Closing, of each of the following
additional conditions (all or any of which may be waived in whole or in part by
the Company in its sole discretion):

(a) Representations and Warranties. Each of the
representations and warranties made by Parent in this Agreement shall be true
and correct in all material respects as of the Closing Date as though made on
and as of the Closing Date or, in the case of representations and warranties
made as of a specified date earlier than the Closing Date, on and as of such
earlier date, and Parent shall have delivered to the Company a certificate,
dated the Closing Date and executed on its behalf by its Chairman of the Board,
President or any Vice President to such effect.

(b) Performance of Obligations. Parent, Merger Sub and
Cash Sub shall have performed and complied with, in all material respects, each
agreement, covenant and obligation required by this Agreement to be so
performed or complied with by Parent, Merger Sub and Cash Sub at or prior to
the Closing, and Parent, Merger Sub and Cash Sub shall each have delivered to
the Company a certificate, dated the Closing Date and executed on its behalf by
its Chairman of the Board, President or any Vice President to such effect.

(c) Conveyancing Documents. Parent shall have executed
and delivered to the Company an Assignment and Assumption Agreement and a ▇▇▇▇
of Sale effecting the transfer to the Company of the Parent Station Assets and
the assumption by the Company of the Parent Station Assumed Liabilities in form
reasonably satisfactory to the Company, and such further instruments of
transfer in forms customary for such transactions in the jurisdictions in which
such properties are located as may be reasonably requested by the Company in
order to complete the transfer of the Parent Station Assets to the Company.

(d) Services Agreement. Parent shall have executed and
delivered to the Company a services agreement on terms to be mutually agreed
upon by the parties thereto, pursuant to which Parent shall provide to the
Surviving Corporation, at fair market value, certain services currently
provided by Parent to the Parent Station Business.

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(e) Material Third Party Consents. All consents and
approvals from third parties to the Material Parent Station Contracts set forth
in Section 9.03(e) of the Parent Disclosure Letter to consummate the
Contribution, the Merger and the other transactions contemplated hereby shall
have been obtained.

ARTICLE X.

TERMINATION, AMENDMENT AND WAIVER

10.01 Termination.

(a) This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time, before or after the
adoption and approval of this Agreement by the stockholders of the Company
referred to in Section 9.01(a), by the mutual consent of Parent and the
Company.

(b) This Agreement may be terminated and the Merger may
be abandoned by action of the Board of Directors of either Parent or the
Company if (i) the Merger shall not have been consummated by December 31, 1997,
or (ii) the approval of the Company's stockholders required by Section 9.01(a)
shall not have been obtained at a meeting duly convened therefor or at any
adjournment thereof, or (iii) a Governmental or Regulatory Authority of
competent jurisdiction shall have issued an order, decree or ruling or taken
any other action permanently restraining, enjoining or otherwise prohibiting
the transactions contemplated by this Agreement and such order, decree, ruling
or other action shall have become final and non-appealable; provided, however,
that the party seeking to terminate this Agreement pursuant to this clause
(iii) shall have used all reasonable efforts to remove such order, decree or
ruling; and provided further, in the case of a termination pursuant to clause
(i) above, that the terminating party shall not have breached in any material
respect its obligations under this Agreement in any manner that shall have
proximately contributed to the failure to consummate the Merger by December 31,
1997. Notwithstanding the foregoing, the Company's ability to terminate this
Agreement pursuant to this Section 10.01(b) is conditioned upon the prior
payment by the Company of any amounts owed by it pursuant to Section 10.02.

(c) This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time before or after the
adoption and approval by the stockholders of the Company referred to in Section
9.01(a), by action of the Board of Directors of the Company, if (i) in the
exercise of its good faith judgment as to fiduciary duties to its stockholders
imposed by law, on the basis of written advice given by outside counsel (who
may be the Company's regularly retained outside counsel), the Board of
Directors of the Company shall have approved an Acquisition Proposal or shall
have recommended an Acquisition Proposal to the Company's stockholders;
provided, however, that the Company shall notify Parent promptly of its
intention to terminate this Agreement or enter into a definitive agreement with
respect to any Acquisition Proposal, but in no event shall such notice be given
less than 48 hours prior to the public announcement of the Company's
termination of this Agreement; or (ii) there

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has been a breach by Parent of any representation or warranty contained in this
Agreement which would have or would be reasonably likely to have a Parent
Material Adverse Effect; or (iii) there has been a material breach of any of
the covenants or agreements set forth in this Agreement on the part of Parent,
Merger Sub or Cash Sub which breach is not curable or, if curable, is not cured
within 30 days after written notice of such breach is given by the Company to
Parent. Notwithstanding the foregoing, the Company's ability to terminate this
Agreement pursuant to this Section 10.01(c) is conditioned upon the prior
payment by the Company of any amounts owed by it pursuant to Section 10.02.

(d) This Agreement may be terminated and the Merger may
be abandoned at any time prior to the Effective Time, by action of the Board of
Directors of Parent, if (i) the Board of Directors of the Company shall have
withdrawn or modified in a manner materially adverse to Parent its approval or
recommendation of this Agreement or the Merger or shall have approved an
Acquisition Proposal or shall have recommended an Acquisition Proposal to the
Company's stockholders, or (ii) there has been a breach by the Company of any
representation or warranty contained in this Agreement which would have or
would be reasonably likely to have a Company Material Adverse Effect, or (iii)
there has been a material breach of any of the covenants or agreements set
forth in this Agreement on the part of the Company, which breach is not
curable, or, if curable, is not cured within 30 days after written notice of
such breach is given by Parent to the Company.

10.02 Effect of Termination and Abandonment.

(a) In the event that any person shall have made an
Acquisition Proposal and thereafter (i) this Agreement is terminated pursuant
to Section 10.01(c)(i) or Section 10.01(d)(i) or (ii) this Agreement is
terminated pursuant to Sections 10.01(b)(i) (but in case of a termination
pursuant to Section 10.01(b)(i), only if any of the conditions set forth in
Sections 9.01(h), 9.01(i), 9.02(f), 9.02(g), 9.02(i), 9.03(d), and 9.03(e)
shall have failed to be satisfied and such failure shall have proximately
contributed to the failure to consummate the Merger by December 31, 1997),
10.01(b)(ii), 10.01(b)(iii) (except if the Governmental or Regulatory Authority
referred to in Section 10.01(b)(iii) shall be the FCC, the FTC or the Antitrust
Division), 10.01(d)(ii) or 10.01(d)(iii) and, in the case of this clause (ii)
only, a definitive agreement with respect to such Acquisition Proposal is
executed, or the transaction contemplated by such Acquisition Proposal is
consummated, within eighteen (18) months after such termination, then the
Company shall pay Parent a fee of Fifteen Million Eight Hundred Fifty Thousand
Dollars ($15,850,000), which amount shall be payable by wire transfer of same
day funds either on the date contemplated in the last sentence of Section
10.01(b) or (c) if applicable or, otherwise, within two business days after
such amount becomes due. The Company acknowledges that the agreements
contained in this Section 10.02 are an integral part of the transactions
contemplated in this Agreement, and that, without these agreements, Parent
would not enter into this Agreement; accordingly, if the Company fails to
promptly pay the amount due pursuant to this Section 10.02, and, in order to
obtain such payment, Parent commences a suit which results in a judgment
against the Company for the fee set forth in this Section 10.02, the Company
shall pay Parent its costs and expenses (including attorneys' fees) in
connection with such suit, together with interest on the amount of the fee at
the rate of 12% per annum.

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(b) In the event of termination of this Agreement and the
abandonment of the Merger pursuant to Section 10.01, all obligations of the
parties hereto shall terminate, except the obligations of the parties pursuant
to this Section 10.02 and Sections 8.03(c) and 8.11 which shall survive such
termination and remain in effect. Moreover, in the event of termination of
this Agreement pursuant to Section 10.01, nothing herein shall prejudice the
ability of the non-breaching party from seeking damages from any other party
for any willful breach of this Agreement, including without limitation,
attorneys' fees and the right to pursue any remedy at law or in equity.

10.03 Amendment. This Agreement may be amended,
supplemented or modified at any time prior to the Effective Time, whether prior
to or after adoption of this Agreement at the Company Stockholders' Meeting,
but after such adoption only to the extent permitted by applicable law. No
such amendment, supplement or modification shall be effective unless set forth
in a written instrument duly executed by or on behalf of each party hereto.

10.04 Waiver. At any time prior to the Effective
Time any party hereto may to the extent permitted by applicable law (i) extend
the time for the performance of any of the obligations or other acts of the
other parties hereto, (ii) waive any inaccuracies in the representations and
warranties of the other parties hereto contained herein or in any document
delivered pursuant hereto or (iii) waive compliance with any of the covenants,
agreements or conditions of the other parties hereto contained herein. No such
extension or waiver shall be effective unless set forth in a written instrument
duly executed by or on behalf of the party extending the time of performance or
waiving any such inaccuracy or non-compliance. No waiver by any party of any
term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or
condition of this Agreement on any future occasion.

ARTICLE XI.

GENERAL PROVISIONS

11.01 Non-Survival of Representations, Warranties,
Covenants and Agreements. The representations, warranties, covenants and
agreements contained in this Agreement or in any instrument delivered pursuant
to this Agreement shall not survive the Merger but shall terminate at the
Effective Time, except for (i) the covenants and agreements contained in
Articles II, III and IV and in Sections 8.06 (to the extent expressly set forth
in Section 8.06), 8.07, 8.09, 8.10, 8.11, 8.12, 8.14 and 8.15 which shall
survive the Merger, and (ii) the representations and warranties contained in
Section 6.13 which shall survive for a period of eighteen (18) months after the
Merger.

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11.02 Certain Definitions. As used in this
Agreement, the following terms have the following meanings unless the context
otherwise requires:

"Acquisition Proposal" has the meaning ascribed to it in
Section 8.01.

"Affiliate" has the meaning ascribed to it in Section 8.08.

"Amendment Time" has the meaning ascribed to it in Section
2.01.

"Antitrust Division" has the meaning ascribed to it in
Section 8.06.

"Appraisal Procedure" means the following procedure for
determining the Appraised Value. The parties shall appoint an Appraiser
(defined below) mutually satisfactory to them who shall determine the Appraised
Value, which determination shall be final and binding on the parties. If the
parties are unable to agree on a mutually acceptable Appraiser within 10 days,
the Appraised Value shall be determined by a panel of three Appraisers, one of
whom shall be appointed by Parent, another by the Company (or the Surviving
Corporation) and the third of whom shall be appointed by the other two
Appraisers, or, if such two Appraisers are unable to agree on a third Appraiser
within 15 days, by the American Arbitration Association (or its successor);
provided, however, that, if either party shall not have appointed its Appraiser
within 15 days, the Appraised Value shall be determined solely by the Appraiser
selected by the other party. The Appraiser or Appraisers appointed pursuant to
the foregoing procedure shall be instructed to determine the Appraised Value
within 30 days after such appointment, and such determination shall be final
and binding on the parties. If three Appraisers are appointed, the valuation
of the Appraiser that shall differ most from the second highest determination
of all three Appraisers shall be excluded, the remaining two determinations
shall be averaged and such average shall constitute the determination of the
Appraisers. In the event that a single Appraiser is appointed, the fees and
expenses of such Appraiser shall be shared equally by the parties. In the
event that three Appraisers are appointed, each party shall pay the fees and
expenses of its own Appraiser and the fees and expenses of the third Appraiser
shall be shared equally by the parties.

"Appraised Value" shall mean fair market value, determined
by reference to the fair market value for television broadcast stations in
private market transactions as determined, (i) by mutual agreement between
Parent and the Surviving Corporation (by action of its independent directors)
or (ii) if Parent and the Surviving Corporation shall fail to so agree within
thirty (30) days after Parent's election to substitute Qualifying Property, by
the Appraisal Procedure.

"Appraiser" means an independent nationally recognized
investment banking firm or a firm having experience or specializing in
valuations of television broadcast businesses.

"ATILP" has the meaning ascribed to it in the recitals to
this Agreement.

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"ATILP Liquidation Plan" has the meaning ascribed to it in
the recitals to this Agreement.

"ATP" has the meaning ascribed to it in the recitals to
this Agreement.

"Bridge Debt" means indebtedness of Cash Sub in the
aggregate principal amount of $200 million for the purposes of consummating the
transactions contemplated by this Agreement.

"Broadcast Subsidiaries" has the meaning ascribed to it in
the recitals to this Agreement.

"Business Day" means a day other than Saturday, Sunday or
any day on which banks located in the State of New York are authorized or
obligated to close.

"Cap" has the meaning ascribed to it in Section 8.10(b).

"Cash Consideration" has the meaning ascribed to it in
Section 3.01(c)(ii).

"Cash Conversion Number" has the meaning ascribed to it in
Section 3.03(a).

"Cash Election" has the meaning ascribed to it in Section
3.02(a)(i).

"Cash Election Shares" has the meaning ascribed to it in
Section 3.03(b).

"Cash Proration Factor" has the meaning ascribed to it in
Section 3.03(b)(i).

"Certificates" has the meaning ascribed to it in Section
3.04(c).

"Certificate of Merger" has the meaning ascribed to it in
Section 1.02.

"Closing" has the meaning ascribed to it in Section 1.03.

"Closing Date" has the meaning ascribed to it in Section
1.03.

"Code" has the meaning ascribed to it in the recitals to
this Agreement.

"Communications Act" has the meaning ascribed to it in
Section 5.04(b).

"Company Disclosure Letter" has the meaning ascribed to it
in Article V.

"Company Employee Benefit Plan" means any Plan entered
into, established, maintained, contributed to or required to be contributed to
by the Company or any Company ERISA Affiliate providing benefits to employees,
former employees, independent contractors,

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former independent contractors of the Company or any Company ERISA Affiliate,
or their dependents or beneficiaries.

"Company ERISA Affiliate" means an entity required (at any
relevant time) to be aggregated with the Company under Sections 414(b), (c),
(m) or (o) of the Code or Section 4001 of ERISA.

"Company Financial Statements" has the meaning ascribed to
it in Section 5.05(a).

"Company Material Adverse Effect" has the meaning ascribed
to it in Section 5.01.

"Company Option" has the meaning ascribed to it in Section
3.01(e).

"Company Permits" has the meaning ascribed to it in Section
5.09(a).

"Company Preferred Stock" means the Series A Preferred
Stock and the Series B Preferred Stock.

"Company SEC Reports" has the meaning ascribed to it in
Section 5.05(a).

"Company Series A Common Stock" means the Series A Common
Stock, $.01 par value, of the Company authorized pursuant to the Restated
Charter.

"Company Series B Common Stock" means the Series B Common
Stock, $.01 par value, of the Company authorized pursuant to the Restated
Charter.

"Company Series A Preferred Stock" means the Series A
Preferred Stock, $.01 par value, of the Company authorized pursuant to the
Restated Charter.

"Company Series B Preferred Stock" means the Series B
Preferred Stock, $.01 par value, of the Company authorized pursuant to the
Restated Charter.

"Company Stockholder Approval" has the meaning ascribed to
it in Section 5.03.

"Company Stockholders' Meeting" has the meaning ascribed to
it in Section 8.05.

"Constituent Corporations" has the meaning ascribed to it
in Section 1.01.

"Contracts" has the meaning ascribed to it in Section
5.04(a).

"Contributed Cash" has the meaning ascribed to it in
Section 2.02(a).

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"Contribution" has the meaning ascribed to it in Section
2.02(a).

"DGCL" has the meaning ascribed to it in Section 1.01.

"Dissenting Share" has the meaning ascribed to it in
Section 3.06(i).

"Effective Time" has the meaning ascribed to it in Section
1.02.

"Electing Optionholders" means ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇.

"Election" has the meaning ascribed to it in Section
3.02(a).

"Election Date" has the meaning ascribed to it in Section
3.02(e).

"Election Deadline" has the meaning ascribed to it in
Section 3.02(f).

"Environmental Law" means any federal, state, local or
foreign law, regulation, treaty, order, decree, permit, authorization, policy,
opinion, common law or agency requirement relating to: (A) the protection,
investigation or restoration of the environment, health and safety, or natural
resources; (B) the handling, use, presence, disposal, release or threatened
release of any chemical substance or waste; or (C) noise, odor, wetlands,
pollution, contamination or any injury or threat of injury to persons or
property.

"Equivalent Value" shall mean consideration which equals
Two Hundred Twenty-Five Million Dollars ($225,000,000) in the aggregate.

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

"Exchange Act" has the meaning ascribed to it in Section
5.04(b).

"Exchange Agent" has the meaning ascribed to it in Section
3.02(c).

"Excluded Cash" has the meaning ascribed to it in Section
2.02(b)(i).

"Existing Common Stock" means the Existing Series A Common
Stock, the Existing Series B Common Stock and the Existing Series C Common
Stock.

"Existing Preferred Stock" means the Existing Series A
Preferred Stock and the Existing Series B Preferred Stock.

"Existing Series A Common Stock" has the meaning ascribed
to it in the recitals to this Agreement.

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"Existing Series B Common Stock" has the meaning ascribed
to it in the recitals to this Agreement.

"Existing Series C Common Stock" has the meaning ascribed
to it in the recitals to this Agreement.

"Existing Series A Preferred Stock" means the Series A
Preferred Stock, par value $.01 per share, of the Company as of the date of
this Agreement.

"Existing Series B Preferred Stock" has the meaning
ascribed to it in the recitals to this Agreement.

"FCC" means the Federal Communications Commission.

"FCC Approval" has the meaning ascribed to it in Section
5.04(b).

"FCC Licenses" means, with respect to any person, all
licenses, permits and other authorizations of the FCC that such person is
required to hold in connection with the operation of its business.

"FCC Regulations" has the meaning ascribed to it in Section
5.04(b).

"Final Order" has the meaning ascribed to it in Section
8.06.

"Florida Station Assets" has the meaning ascribed to it in
Section 2.02(b)(v).

"Form of Election" has the meaning ascribed to it in
Section 3.02(d).

"Form S-4" has the meaning ascribed to it in Section 8.04.

"FTC" has the meaning ascribed to it in Section 8.06.

"GAAP" has the meaning ascribed to it in Section 4.01(a).

"Gannett Exchange Transactions" means the transactions set
forth in that certain Asset Exchange Agreement dated November 20, 1996 among
certain Subsidiaries of Gannett Co., Inc. and certain Subsidiaries of the
Company, as such agreement is in effect on the date hereof.

"Governmental or Regulatory Authority" has the meaning
ascribed to it in Section 5.04(a).

"Hazardous Substance" means any substance that is: (A)
listed, classified or regulated in any concentration pursuant to any
Environmental Law; (B) any petroleum product or by-product, asbestos-containing
material, lead-containing paint or plumbing, polychlorinated

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biphenyls, radioactive materials or radon; or (C) any other substance which may
be the subject of regulatory action by any Governmental or Regulatory Authority
pursuant to any Environmental Law.

"Hearst Broadcasting Productions" means a unit of Parent's
WCVB division engaged in the production of programming for cable networks and
broadcast stations.

"Holder Representatives" has the meaning ascribed to it in
Section 3.02(g).

"HSR Act" has the meaning ascribed to it in Section
5.04(b).

"Indemnities" has the meaning ascribed to it in Section
8.11(a).

"Intangible Property" has the meaning ascribed to it in
Section 2.02(a)(ix).

"IRS" means the United States Internal Revenue Service.

"knowledge" means, with respect to the Company or Parent
(or any of their respective Subsidiaries), to the knowledge of the executive
officers and directors of the Company or Parent, as the case may be.

"Laws" has the meaning ascribed to it in Section 5.04(a).

"Lien" has the meaning ascribed to it in Section 5.02(b).

"Liquidation Plans" means, collectively, the ATILP
Liquidation Plan, the TIP Liquidation Plan, the ATP Liquidation Plan and the
ATIGP Liquidation Plan.

"Losses" has the meaning ascribed to it in Section 8.14.

"Market Price" means as of the date of determination the
average of the closing sales prices of the Surviving Corporation Series A
Common Stock as reported by NASDAQ for the 15 consecutive trading days
preceding the fifth trading day prior to such determination date.

"Material Parent Station Contracts" has the meaning
ascribed to it in Section 6.10.

"Material Subsidiary" means any direct or indirect
"Significant Subsidiary" of the Company as that term is defined in Rule 405 of
the rules and regulations promulgated under the Securities Act, or any
Subsidiary of the Company that either owns or operates a Company Station or
holds an FCC License.

"Merger" has the meaning ascribed to it in the recitals to
this Agreement.

"Merger Sub Common Stock" has the meaning ascribed to it in
Section 3.01(a).

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"Missouri LMA" has the meaning ascribed to it in Section
2.02(b)(vi).

"Mixed Consideration" has the meaning ascribed to it in
Section 3.01(c)(iii).

"Mixed Election" has the meaning ascribed to it in Section
3.02(a)(iii).

"Mixed Election Cash Shares" has the meaning ascribed to it
in Section 3.03(b).

"Mixed Election Shares" has the meaning ascribed to it in
Section 3.03(b).

"Mixed Election Stock Shares" has the meaning ascribed to
it in Section 3.03(c).

"Mixed Option Cash Shares" has the meaning ascribed to it in
Section 3.03(b).

"Mixed Option Stock Shares" has the meaning ascribed to it
in Section 3.03(c).

"NASDAQ" means the National Association of Securities
Dealers Automated Quotation System.

"Non-Electing Company Common Shares" has the meaning
ascribed to it in Section 3.03(h).

"Non-Purchasing Party" has the meaning ascribed to it in
Section 8.15.

"Option Cash" has the meaning ascribed to it in Section
3.01(e)(iii).

"Option Cash Difference" has the meaning ascribed to it in
Section 3.07.

"Option Cash Election" has the meaning ascribed to it in
Section 3.02(b)(ii).

"Option Cash Shares" has the meaning ascribed to it in
Section 3.03(b).

"Option Election" has the meaning ascribed to it in Section
3.02(b).

"Option Election Form" has the meaning ascribed to it in
Section 3.02(d).

"Option Mixed Consideration" has the meaning ascribed to it
in Section 3.01(e)(iv).

"Option Mixed Election" has the meaning ascribed to it in
Section 3.02(b)(iv).

"Option Rollover" has the meaning ascribed to it in Section
3.01(e)(i).

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"Option Stock" has the meaning ascribed to it in Section
3.01(e)(ii).

"Option Stock Shares" has the meaning ascribed to it in
Section 3.03(c).

"Options" has the meaning ascribed to it in Section
5.02(a).

"Orders" has the meaning ascribed to it in Section 5.04(a).

"Parent Adjustment Amount" has the meaning ascribed to it in
Section 4.01(b).

"Parent Disclosure Letter" has the meaning ascribed to it
in Article VI.

"Parent ERISA Affiliate" means an entity required to be
aggregated (at any relevant time) with Parent under Sections 414(b), (c), (m)
or (o) of the Code or Section 4001 of ERISA.

"Parent Material Adverse Effect" has the meaning ascribed
to it in Section 6.01.

"Parent Permits" has the meaning ascribed to it in Section
6.09(a).

"Parent Station Assets" has the meaning ascribed to it in
Section 2.02(a).

"Parent Station Assumed Liabilities" has the meaning
ascribed to it in Section 2.02(c).

"Parent Station Balance Sheet" has the meaning ascribed to
it in Section 4.01(a).

"Parent Station Business" has the meaning ascribed to it in
Section 2.02(a).

"Parent Station Contracts" has the meaning ascribed to it
in Section 2.02(a)(iv).

"Parent Station Employees" has the meaning ascribed to it
in Section 2.02(f).

"Parent Station Employee Benefit Plan" means any Plan
entered into, established, maintained, contributed to or required to be
contributed to by Parent or any Parent ERISA Affiliate providing benefits to
employees, former employees, independent contractors, former independent
contractors of the Parent Station Business or their dependents or
beneficiaries.

"Parent Station Excluded Assets" has the meaning ascribed
to it in Section 2.02(b).

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"Parent Station Excluded Liabilities" has the meaning
ascribed to it in Section 2.02(d).

"Parent Station Financial Statements" has the meaning
ascribed to it in Section 6.05.

"Parent Station Leases" has the meaning ascribed to it in
Section 2.02(a)(iii).

"Parent Station Net Assets" means an amount equal to (i)
the total current assets of the Parent Station Business, but only to the extent
included in the Parent Station Assets, less (ii) the total current liabilities
of the Parent Station Business, but only to the extent included in the Parent
Station Assumed Liabilities.

"Parent Station Permits" has the meaning ascribed to it in
Section 2.02(a)(v).

"Parent Station Statement of Net Assets" has the meaning
ascribed to it in Section 4.01(a).

"Parent Station Tangible Property" has the meaning ascribed
to it in Section 2.02(a)(i).

"Per Share Amount" has the meaning ascribed to it in
Section 3.01(f).

"Permitted Liens" means, with respect to any asset or
property, (i) statutory liens for current taxes or assessments (A) not yet due
and payable or delinquent or (B) being contested in good faith and, in respect
of which adequate reserves have been established in accordance with GAAP; (ii)
mechanics', carriers', workers', repairers' and other similar liens arising or
incurred in the ordinary course of business relating to obligations not yet due
and payable; (iii) exceptions that would be shown by surveys or personal
inspection of such property that do not individually or in the aggregate
materially adversely affect the ability to use the particular property involved
as currently used; (iv) terms and conditions of any leases with respect to such
asset or property; (v) such easements, restrictions, encumbrances or other
matters which are due to zoning and subdivision laws and regulations that do
not individually or in the aggregate materially adversely affect the ability to
use the particular property as currently used; (vi) such defects in title,
easements, restrictions, encumbrances or other matters which do not have a
Company Material Adverse Effect or a Parent Material Adverse Effect, as the
case may be.

"Plan" means any employment, bonus, incentive compensation,
collective bargaining, deferred compensation, pension, profit sharing,
retirement, stock purchase, stock option, stock ownership, stock appreciation
rights, phantom stock, leave of absence, layoff, vacation, day or dependent
care, legal services, cafeteria, life, health, medical, accident, disability,
workmen's compensation or other insurance, severance, separation, termination,
change of control or other benefit plan, agreement, practice, policy or
arrangement of any kind,

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whether written or oral, including, but not limited to any "employee benefit
plan" within the meaning of Section 3(3) of ERISA.

"Private Placement Debt" means the indebtedness of Parent
under Parent's 7.87% Series A Senior Notes due 2001, 8.01% Series B Senior
Notes due 2002, and Series C Senior Notes due 2003, which indebtedness shall
not exceed in the aggregate Two Hundred Seventy-Five Million Dollars
($275,000,000).

"Pro Forma Financial Statements" has the meaning ascribed
to it in Section 5.05(b).

"Proxy Statement/Prospectus" has the meaning ascribed to it
in Section 8.04.

"Purchasing Party" has the meaning ascribed to it in
Section 8.15.

"Qualifying Property" shall mean one or more television
broadcast stations having estimated or actual 1997 broadcast cash flow equal to
at least Nineteen Million Five Hundred Thousand Dollars ($19,500,000) and not
more than Thirty-Two Million Five Hundred Thousand Dollars ($32,500,000).

"Radio Assets" has the meaning ascribed to it in Section
2.02(b)(iii).

"Refinancing" has the meaning ascribed to it in Section
9.01(h).

"Registration Rights Agreement" has the meaning ascribed to
it in the recitals to this Agreement.

"Representatives" has the meaning ascribed to it in Section
8.01.

"Restated Charter" has the meaning ascribed to it in the
recitals to this Agreement.

"SEC" has the meaning ascribed to it in Section 5.04(b).

"Secretary of State" has the meaning ascribed to it in
Section 1.02.

"Securities Act" has the meaning ascribed to it in Section
5.04(b).

"Series A Common Stock" has the meaning ascribed to it in
the recitals to this Agreement.

"Series A Preferred Stock means the Series A Preferred
Stock, par value $.01 per share, of the Company.

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"Series B Common Stock" means the Series B Common Stock,
par value $.01 per share, of the Company.

"Series B Preferred Stock" means the Series B Preferred
Stock, par value $.01 per share, of the Company.

"Series C Common Stock" has the meaning ascribed to it in
the recitals to this Agreement.

"Stock Conversion Number" has the meaning ascribed to it in
Section 3.03(a).

"Stock Contribution" has the meaning ascribed to it in
Section 3.01(c)(i).

"Stock Election" has the meaning ascribed to it in Section
3.02(a)(ii).

"Stock Election Shares" has the meaning ascribed to it in
Section 3.03(c).

"Stock Proration Factor" has the meaning ascribed to it in
Section 3.03(c)(i).

"Subsidiary" has the meaning ascribed to it in Section
5.01.

"Surviving Corporation" has the meaning ascribed to it in
Section 1.01.

"Surviving Corporation Options" has the meaning ascribed to
it in Section 3.01(e)(i).

"Surviving Corporation Series A Common Stock" has the
meaning ascribed to it in Section 3.01(c)(i).

"Surviving Corporation Series A Preferred Stock" has the
meaning ascribed to it in Section 3.01(d).

"Surviving Corporation Series B Common Stock" has the
meaning ascribed to it in Section 3.01(a).

"Surviving Corporation Series B Preferred Stock" has the
meaning ascribed to it in Section 3.01(d).

"Taxes" has the meaning ascribed to it in Section
2.02(b)(iv).

"Tax Refund" has the meaning ascribed to it in Section
2.02(b)(iv).

"TIP" has the meaning ascribed to it in the recitals to
this Agreement.

"TIP Liquidation Plan" has the meaning ascribed to it in
the recitals to this Agreement.

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"Transfer Taxes" means all sales, use, transfer, real
property transfer, recording, gains and other similar taxes and fees arising
out of or in connection with the transactions effected pursuant to this
Agreement.

"Unaudited 1996 Financial Statements" has the meaning
ascribed to it in Section 5.05(a).

"Voting Agreements" has the meaning ascribed to it in the
recitals to this Agreement.

11.03 Notices. All notices, requests and other
communications hereunder must be in writing and will be deemed to have been
duly given only if delivered personally or by facsimile transmission or mailed
(first class postage prepaid) to the parties at the following addresses or
facsimile numbers:

If to Parent or Merger Sub, to:

The Hearst Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

with a copy to:

▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.

If to the Company, to:

Argyle Television, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇

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with a copy to:

▇▇▇▇▇ ▇▇▇▇▇▇▇ Rain ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇, Esq.

All such notices, requests and other communications will (i) if delivered
personally to the address as provided in this Section, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number
as provided in this Section, be deemed given upon receipt, and (iii) if
delivered by mail in the manner described above to the address as provided in
this Section, be deemed given upon receipt (in each case regardless of whether
such notice, request or other communication is received by any other person to
whom a copy of such notice is to be delivered pursuant to this Section). Any
party from time to time may change its address, facsimile number or other
information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.

11.04 Entire Agreement. This Agreement, including
the exhibits, schedules and any other documents referenced herein, supersedes
all prior discussions and agreements among the parties hereto with respect to
the subject matter hereof and, together with the Parent Disclosure Letter and
the Company Disclosure Letter, contains the sole and entire agreement among the
parties hereto with respect to the subject matter hereof.

11.05 Public Announcements. Except as otherwise
required by law or the rules of any applicable securities exchange or national
market system, so long as this Agreement is in effect, Parent and the Company
will not, and will not permit any of their respective Subsidiaries and their
Representatives to, issue or cause the publication of any press release or make
any other public announcement with respect to the transactions contemplated by
this Agreement without the consent of the other party, which consent shall not
be unreasonably withheld. Parent and the Company will cooperate with each
other in the development and distribution of all press releases and other
public announcements with respect to this Agreement and the transactions
contemplated hereby, and will furnish the other with drafts of any such
releases and announcements as far in advance as practicable.

11.06 No Third Party Beneficiary. The terms and
provisions of this Agreement are intended solely for the benefit of each party
hereto and their respective successors or permitted assigns, and except as
provided in Section 8.09, 8.10 and 8.14 (which are intended to be for the
benefit of the persons entitled to therein, and may be enforced by any of such
persons), it is not the intention of the parties to confer third-party
beneficiary rights upon any other person.

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11.07 No Assignment; Binding Effect. Neither this
Agreement nor any right, interest or obligation hereunder may be assigned by
any party hereto without the prior written consent of the other parties hereto
and any attempt to do so will be void.

11.08 Headings. The headings used in this
Agreement have been inserted for convenience of reference only and do not
define or limit the provisions hereof.

11.09 Invalid Provisions. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under any present or
future law, and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (i) such
provision will be fully severable, (ii) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof, (iii) the remaining provisions of this Agreement will
remain in full force and effect and will not be affected by the legal, invalid
or unenforceable provision or by its severance herefrom and (iv) in lieu of
such illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.

11.10 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
applicable to a contract executed and performed in such State without giving
effect to the conflicts of laws principles thereof.

11.11 Counterparts. This Agreement may be executed
in any number of counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, each party hereto has caused this
Agreement to be signed by its officer thereunto duly authorized as of the date
first above written.

THE HEARST CORPORATION

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President

HAT MERGER SUB, INC.

By: /s/ ▇▇▇▇▇▇▇▇ ▇. THACHERAY
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Thacheray
Title: President

HAT CONTRIBUTION SUB, INC.

By: /s/ ▇▇▇▇▇▇▇▇ ▇. THACHERAY
-------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. Thacheray
Title: President

ARGYLE TELEVISION, INC.

By: /s/ ▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Chairman and C.E.O.

74
81

Exhibit A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

ARGYLE TELEVISION, INC.

Under Sections 242 and 245
of the
Delaware General Corporation Law

Argyle Television, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

First: The name of the Corporation is Argyle Television, Inc.

Second: The Corporation was originally incorporated under the
name of Argyle Television Holding II, Inc., and its original
Certificate of Incorporation was filed with the Secretary of State of
Delaware on the fifth day of August, 1994.

Third: Pursuant to Sections 242 and 245 of the Delaware
General Corporation Law, this Amended and Restated Certificate of
Incorporation restates, integrates, and further amends the provisions
of the current Amended and Restated Certificate of Incorporation of
the Corporation.

Fourth: The further amendment and restatement of the Amended
and Restated Certificate of Incorporation have been approved by the
Corporation's Board of Directors and have been duly adopted by its
stockholders in accordance with the provisions of Sections 242 and 245
of the Delaware General Corporation Law.

Fifth: The text of the Amended and Restated Certificate of
Incorporation of the Corporation is further amended and restated to
read in its entirety as follows:
82
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ARGYLE TELEVISION, INC.

ARTICLE ONE

NAME

The name of the Corporation is Argyle Television, Inc.

ARTICLE TWO

REGISTERED AGENT

The address of the Corporation's registered office in
Delaware is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ of
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name of the Corporation's
registered agent at such address is The Corporation Trust
Company.

ARTICLE THREE

PURPOSE

The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized
under the Delaware General Corporation Law.

ARTICLE FOUR

CAPITAL STOCK

The aggregate number of shares of stock that the
Corporation shall have authority to issue is 201 million. Two
hundred million of such shares shall be of the par value of
$.01 per share, shall be of the same class and shall be
designated as "Common Stock," and one million of such shares
shall be of the par value of $.01 per share, shall be of the
same class and shall be designated as "Preferred Stock."

Section 1. Common Stock

A. Authorized Shares

1. Of the 200 million authorized shares
of Common Stock, 100 million shares shall be
designated as Series A Common Stock (the

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"Series A Common Stock") and 100 million shares shall
be designated as Series B Common Stock (the "Series B
Common Stock").

2. At the time at which this Amended
and Restated Certificate of Incorporation shall
become effective, all shares of Common Stock
previously designated as "Series B Common Stock" or
"Series C Common Stock" which are then issued or
outstanding automatically shall be reclassified as
and changed into an equal number of shares of Series
A Common Stock without any action by the holders
thereof. Any such holder of a certificate
representing shares of Series B Common Stock or
Series C Common Stock which are so changed and
reclassified may surrender such certificate to the
Corporation and receive in exchange therefor a new
certificate representing an equal number of shares of
Series A Common Stock. Any such certificates that
formerly represented shares of Series B Common Stock
or Series C Common Stock and that have not been so
exchanged shall be deemed to represent the same
number of shares of Series A Common Stock.

B. Voting Rights

1. Each share of the Series A Common
Stock and the Series B Common Stock issued and
outstanding shall entitle the holder thereof to one
vote on all matters submitted to a vote of
stockholders.

2. Except as otherwise provided below,
the issued and outstanding shares of Series A Common
Stock and Series B Common Stock shall vote together
as a single class on all matters submitted to a vote
of stockholders, with each such issued and
outstanding share of Series A Common Stock and Series
B Common Stock entitling the holder thereof to one
vote on all such matters. With respect to any
election of directors by the stockholders, subject to
the provisions of ARTICLE FIVE below, (i) the holders
of the shares of Series A Common Stock shall be
entitled to vote separately as a class in order to
elect two directors (the "Series A Directors") and
(ii) the holders of the shares of Series B Common
Stock shall be entitled to vote separately as a class
in order to elect the number of directors that
represents the balance of the Board of Directors;
provided, however, that such number shall not be less
than the number of directors that will constitute a
majority of the Board of Directors (the "Series B
Directors"). For example, if the Board of Directors
consists of seven members, then the holders of the
shares of Series B Common Stock shall be entitled to
vote separately as a class in order to elect five
directors, and the holders of the shares of Series A
Common Stock

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84
shall be entitled to vote separately as a class in
order to elect the remaining two directors. The
designation of directors as the initial Series A
Directors and Series B Directors, respectively, as of
the time this Amended and Restated Certificate of
Incorporation shall become effective shall be as set
forth in that certain Agreement and Plan of Merger
dated March 26, 1997 (the "Merger Agreement"), among
The Hearst Corporation, HAT Merger Sub, Inc., HAT
Contributor Sub, Inc. and the Corporation. The
directors may only be removed for cause by the holders
of all Common Stock voting together as a class. If no
shares of Series A Common Stock are issued and
outstanding at any given time, then, upon any election
of directors by the stockholders, the holders of
shares of Series B Common Stock shall elect all of the
Corporation's directors. Conversely, if no shares of
Series B Common Stock are issued and outstanding at
any given time, then, assuming the FCC Approvals
required under Subsection I below have been obtained,
upon any election of directors by the stockholders,
the holders of shares of Series A Common Stock will
elect all of the Corporation's directors.

3. Except as provided in Subsection B.2
above, each series of Common Stock issued and
outstanding shall entitle the holders thereof to vote
separately as a class only with respect to (i)
amendments to this Amended and Restated Certificate
of Incorporation that alter or change the powers,
preferences, or special rights of their respective
series so as to affect them adversely, and (ii) such
other matters as require class votes under the
Delaware General Corporation Law.

C. Dividends

1. If and when dividends on the Series
A or Series B Common Stock are declared and payable
from time to time by the Board of Directors, whether
payable in cash, in property, or in shares of stock
of the Corporation, the holders of Series A or Series
B Common Stock shall be entitled to share equally, on
a per share basis, in such dividends, subject to the
limitations described in this Subsection C.1 below.
If dividends are declared that are payable in shares
of Series A or Series B Common Stock, such dividends
shall be payable at the same rate on all series of
Common Stock and (i) the dividends payable on shares
of Series A Common Stock shall be payable only in
Series A Common Stock; and (ii) the dividends payable
on shares of Series B Common Stock shall be payable
only in Series B Common Stock. If the Corporation
shall in any manner split, divide, or combine the
outstanding shares of Series A or Series B Common
Stock, the

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outstanding shares of the other such series of Common
Stock shall be proportionally split, divided, or
combined in the same manner and on the same basis as
the outstanding shares of Series A or Series B Common
Stock, as the case may be, that have been split,
divided, or combined.

2. Subject to provisions of law and the
preferences of any Preferred Stock and of any other
stock ranking prior to the Series A or Series B
Common Stock as to dividends, the holders of shares
of the Series A or Series B Common Stock shall be
entitled to receive dividends at such times and in
such amounts as may be determined by the Board of
Directors and declared out of any funds lawfully
available therefor, and shares of Preferred Stock of
any class or series shall not be entitled to share
therein except as otherwise expressly provided in the
resolution or resolutions of the Board of Directors
providing for the issuance of such class or series.

D. Conversion of the Series B Common Stock

1. Each holder of shares of the Series
B Common Stock shall have the right, at any time, to
convert all or a portion of such shares into fully
paid and nonassessable shares of the Series A Common
Stock, on a share-for- share basis, subject to the
terms and conditions hereinafter set forth.

2. In order to obtain a certificate
representing shares of Series A Common Stock, the
holder of any shares of Series B Common Stock shall
present and surrender the certificate or certificates
representing such shares during usual business hours
at any office or agency of the Corporation maintained
for the transfer of Series B Common Stock and shall
deliver a written notice of the election of the
holder to convert the shares represented by such
certificate or any portion thereof specified in such
notice. Such notice shall state the names and
addresses in which the certificate or certificates
for shares of Series A Common Stock issuable on such
conversion shall be registered. If required by the
Corporation, any certificate for shares surrendered
for conversion shall be accompanied by instruments of
transfer, in form satisfactory to the Corporation,
duly executed by the holder of such shares or its
duly authorized representative. Each conversion of
shares of Series B Common Stock shall be deemed to
have been effected on the date (the "Conversion
Date") on which the certificate or certificates
representing such shares shall have been surrendered
and such notice and any required instruments of
transfer shall have been received as aforesaid, and
the persons in whose names

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any certificates for shares of Series A Common Stock
shall be issuable on such conversion shall be, for
the purpose of receiving dividends and for all other
corporate purposes whatsoever, deemed to have become
the holder or holders of record of the shares of
Series A Common Stock represented thereby on such
Conversion Date.

3. As promptly as practicable after the
presentation and surrender for conversion, as herein
provided, of any certificate for shares of Series B
Common Stock, the Corporation shall issue and deliver
at such office or agency, to or upon the written
order of the holder thereof, certificates for the
number of shares of Series A Common Stock issuable
upon such conversion. The issuance of certificates
for shares of Series A Common Stock issuable upon the
conversion of shares of Series B Common Stock by the
registered holder thereof shall be made without
charge to the converting holder except for any tax
that may be payable with respect to any transfer
involved in the issue and delivery of any certificate
in a name other than that of the registered holder of
the shares being converted, and the Corporation shall
not be required to issue or deliver any such
certificate unless and until the person requesting
the issue thereof shall have paid to the Corporation
the amount of such tax or has established to the
satisfaction of the Corporation that such tax has
been paid.

4. Upon any conversion of shares of
Series B Common Stock into shares of Series A Common
Stock pursuant to this Subsection D, no adjustment
with respect to dividends shall be made; only those
dividends as have been declared and are payable to
holders of record of shares of Series B Common Stock
on a date prior to the Conversion Date shall be
payable on the shares so converted; and only those
dividends as have been declared and are payable to
holders of record of shares of Series A Common Stock
on or after such Conversion Date shall be payable on
shares of Series A Common Stock issued upon such
conversion.

5. Shares of the Series B Common Stock
converted into Series A Common Stock shall be retired
and shall resume the status of authorized but
unissued shares of Series B Common Stock.

6. Such number of shares of Series A
Common Stock as may from time to time be required for
such purpose shall be reserved for issuance upon
conversion of (i) outstanding shares of Series B
Common Stock and (ii) shares of Series B Common Stock
issuable upon exercise of outstanding options.

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7. Notwithstanding any of the
foregoing, subject to obtaining any FCC Approvals
required under Subsection I below, at the time at
which all Permitted Transferees (as defined in
Subsection E.1 below) first hold less than 20% of all
shares of Common Stock which are then issued and
outstanding, all shares of Series B Common Stock
which are issued and outstanding shall automatically
be converted into fully paid and nonassessable shares
of the Series A Common Stock, on a share-for-share
basis, and the Corporation shall not be authorized to
issue any additional shares of Series B Common Stock.
Any holder of a certificate representing shares of
Series B Common Stock which are so converted may
surrender such certificate to the Corporation and
receive in exchange therefor a new certificate
representing an equal number of shares of Series A
Common Stock. Any such certificates that formerly
represented shares of Series B Common Stock and that
have not been so exchanged shall be deemed to
represent the same number of shares of Series A
Common Stock.

E. Limitations on Transfer of Series B
Common Stock

1. No holder of shares of Series B
Common Stock may transfer, and the Corporation shall
not register the transfer of, such shares of Series B
Common Stock, whether by sale, assignment, gift,
bequest, appointment, or otherwise, unless (a) all
FCC Approvals required under Subsection I below have
been obtained and (b) the transfer is to a "Permitted
Transferee" as provided herein. Permitted
Transferees shall include the following:

(i) The Hearst Corporation, which
is a Delaware corporation, or any other
corporation into which The Hearst Corporation
shall be merged or consolidated or to which
all or substantially all of the assets of The
Hearst Corporation shall be transferred
(collectively, "Hearst"); and

(ii) any corporation, partnership,
trust, limited liability company or other
entity a majority of the equity securities of
which are owned or controlled, directly or
indirectly, by Hearst.

2. Any purported transfer of shares of
Series B Common Stock not permitted hereunder shall
result in the conversion of the transferee's shares
of Series B Common Stock into shares of Series A
Common Stock, effective on the date on which
certificates representing such shares are presented
for transfer on the stock transfer record books of
the Corporation; provided, however, that if the
Corporation determines that such shares were not so
presented for transfer within

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20 days after the date of such sale, transfer,
assignment, or other disposition, the transfer date
shall be the actual date of such sale, transfer,
assignment, or other disposition as determined in
good faith by the Board of Directors or its appointed
agent. The Corporation may, as a condition to the
transfer or the registration of transfer of shares of
Series B Common Stock to a purported Permitted
Transferee, require the furnishing of such affidavits
or other proof as it deems necessary to establish
that such transferee is a Permitted Transferee. If
no indication to the contrary is supplied at or
within 10 days of the date shares of Series B Common
Stock are presented for transfer, the transfer shall
be presumed by the Corporation to be a transfer to a
person other than a Permitted Transferee.

3. If shares of Series B Common Stock
are transferred to a party who was a Permitted
Transferee at the time of such transfer but
subsequent thereto no longer qualifies as a Permitted
Transferee, then such transferee's shares of Series B
Common Stock shall be automatically converted into
Series A Common Stock, effective on the date that
such transferee first failed to qualify as a
Permitted Transferee.

F. Priority of Preferred Stock

All of the Common Stock is subject to all the
powers, rights, privileges, preferences, and
priorities of the Preferred Stock as stated herein
and as may be stated and expressed in any resolution
or resolutions adopted by the Board of Directors
providing for the issuance of any additional class or
series of Preferred Stock, pursuant to authority
expressly granted to and vested in it by the
provisions of this ARTICLE FOUR.

G. Liquidation, Dissolution or Winding Up

In the event of any liquidation, dissolution,
or winding up of the Corporation, whether voluntary
or involuntary (sometimes referred to as
"Liquidation"), after payment or provision for
payment of the debts and other liabilities of the
Corporation and the preferential amounts to which the
holders of any stock ranking prior to the Common
Stock in the distribution of assets shall be entitled
upon Liquidation, the holders of the issued and
outstanding Common Stock and the holders of any other
stock issued and outstanding that ranks on a parity
with the Common Stock shall be entitled to share pro
rata in the remaining assets of the Corporation
according to their respective interests.

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89
H. Merger or Consolidation

In case of any consolidation or merger of the
Corporation as a result of which the holders of
Common Stock shall be entitled to receive cash,
stock, other securities, or other property with
respect to or in exchange for shares of Common Stock
or in case of any sale or conveyance of all or
substantially all of the property or business of the
Corporation as an entirety, each holder of a share of
any series of Common Stock shall have the right to
convert such share into the same kind and amount of
cash, shares or stock, and other securities and
properties receivable upon such consolidation,
merger, sale, or conveyance as any other holder of
one share of Common Stock (regardless of series) and
shall have no other conversion rights with regard to
such share. Notwithstanding the foregoing, any
holder of one share of Common Stock that does not
elect to exercise its right to receive such
consideration (the "elective consideration") for such
share shall only be entitled to such other
consideration therefor (if any) that any other holder
of one share of Common Stock would be entitled to
receive if such holder did not elect to receive the
elective consideration. The provisions of this
Subsection H shall similarly apply to successive
consolidations, mergers, sales, or conveyances.

I. FCC Approvals for Certain Actions by
Holders of Series B Common Stock

Notwithstanding any provision of this Amended
and Restated Certificate of Incorporation to the
contrary, no holder of Series B Common Stock shall
(i) transfer any shares of Series B Common Stock;
(ii) convert any shares of Series B Common Stock; or,
(iii) be entitled to receive any cash, stock, other
securities, or other property with respect to or in
exchange for any shares of Series B Common Stock in
connection with any merger or consolidation of the
Corporation or sale or conveyance of all or
substantially all of the property or business of the
Corporation as an entirety, unless all necessary
approvals ("FCC Approvals") of the Federal
Communications Commission (the "FCC") as required by
the Communications Act of 1934, as amended from time
to time and the rules, regulations and policies
promulgated thereunder, as amended from time to time
(collectively, the "Communications Act") shall have
been obtained or waived.

Section 2. Power to Designate Preferred Stock

The Board of Directors is hereby empowered to
authorize, from time to time by resolution or resolutions, the
issuance of one or more classes or

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series of Preferred Stock and to fix the designations, powers,
preferences and relative, participating, optional, voting or
other rights, if any, and the qualifications, limitations, or
restrictions thereof, if any, with respect to each such class
or series of Preferred Stock and the number of shares
constituting each such class or series, and to increase or
decrease the number of shares of any such class or series to
the extent permitted by the Delaware General Corporation Law,
as amended from time to time. Any classes or series so
designated shall be in addition to the Series A Preferred
Stock and Series B Preferred Stock designated in Sections 3
and 4 below.

Section 3. Series A Preferred Stock

A. Designation. 12,500 shares of the
preferred stock, par value $.01 per share, of the
Corporation are hereby constituted as a series of the
preferred stock designated as "Series A Preferred
Stock" (the "Series A Preferred Stock").

B. Dividends.

1. Dividends on Series A Preferred
Stock. An annual, cumulative cash dividend of $65
accruing from and after June 1, 1996 shall be
declared and paid on each share of the Series A
Preferred Stock, payable at the end of each calendar
quarter in equal quarterly amounts, provided that at
such times (i) there are assets of the Corporation
legally available for the payment of such dividends
and (ii) the payment of such dividends is permitted
under the terms of the governing documents for the
Corporation's then existing borrowing arrangements
with third-party lenders. Any such dividend that
cannot be paid when due shall be paid to the extent
permissible at the time that the payment of such
dividend becomes permissible.

2. Limitation on Dividends, Repurchases
and Redemptions. So long as any shares of Series A
Preferred Stock shall be outstanding, the Corporation
shall not declare or pay or set apart for payment any
dividends or make any other distributions on any
Junior Securities (as defined below), whether in
cash, property or otherwise (other than dividends or
distributions payable in shares of the class or
series upon which such dividends or distributions are
declared or paid), nor shall the Corporation or any
of its subsidiaries purchase, redeem or otherwise
acquire for any consideration or make payment on
account of the purchase, redemption, or other
retirement of any Parity Securities (as defined
below) or Junior Securities, nor shall any monies be
paid or made available for a sinking fund for the
purchase or redemption of any Parity Securities or
Junior Securities, unless with

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respect to all of the foregoing all dividends or
other distributions to which the holders of Series A
Preferred Stock shall have been entitled, pursuant to
Subsection B.1 above, shall have been paid or
declared and a sum of money has been set apart for
the full payment thereof.

3. Pro Rata Payments. In the event
that full dividends are not paid or made available to
the holders of all outstanding shares of Series A
Preferred Stock and of any Parity Securities and
funds available for a payment of dividends shall be
insufficient to permit payment in full to holders of
all such stock of the full preferential amounts to
which they are then entitled, then the entire amount
available for payment of dividends shall be
distributed ratably among all such holders of Series
A Preferred Stock and of any Parity Securities in
proportion to the full amount to which they would
otherwise be respectively entitled.

C. Preference on Liquidation.

1. Liquidation Preference for Series A
Preferred Stock. In the event that the Corporation
shall commence a voluntary case under the federal
bankruptcy laws or any other applicable federal or
state bankruptcy, insolvency or similar law, or
consent to the entry of an order for relief in an
involuntary case under such law or to the appointment
of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or other similar official of
the Corporation or of any substantial part of its
property, or make an assignment for the benefit of
its creditors, or admit in writing its inability to
pay its debts generally as they become due, or if a
decree or order for relief in respect of the
Corporation shall be entered by a court having
jurisdiction in the premises in an involuntary case
under the federal bankruptcy laws or any other
applicable federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or other
similar official of the Corporation or of any
substantial part of its property, or ordering the
winding up or liquidation of its affairs, and on
account of any such event the Corporation shall
liquidate, dissolve or wind up, or if the Corporation
shall otherwise liquidate, dissolve or wind up, no
distribution of the assets of the Corporation shall
be made to the holders of shares of Common Stock or
other Junior Securities (and no monies shall be set
apart for such purpose) unless prior thereto, the
holders of shares of Series A Preferred Stock shall
have received from the assets of the Corporation an
amount per share equal to the sum of (x) $1,000, plus
(y) all accrued but unpaid dividends thereon through
the date of

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92
distribution, whether or not earned or declared
(collectively, the "Series A Liquidation Preference").

2. Pro Rata Payments. If, upon any
such liquidation, dissolution or other winding up of
the affairs of the Corporation, the assets of the
Corporation shall be insufficient to permit the
payment in full of the Series A Liquidation
Preference for each share of Series A Preferred Stock
then outstanding and the full liquidating payments on
all Parity Securities, then the assets of the
Corporation remaining after the distribution to
holders of any Senior Securities (as defined below)
of the full amounts to which they may be entitled
shall be ratably distributed among the holders of
Series A Preferred Stock and of any Parity Securities
in proportion to the full amounts to which they would
otherwise be respectively entitled if all amounts
thereon were paid in full. The Corporation shall not
issue any Senior Securities without the written
consent of the holders of a majority of the Series A
Preferred Stock issued and outstanding.

3. Sale Not a Liquidation. Neither the
voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other
consideration) of all or substantially all the
property or assets of the Corporation nor the
consolidation, merger or other business combination
of the Corporation with or into one or more
corporations shall be deemed to be a liquidation,
dissolution or winding-up, voluntary or involuntary,
of the Corporation.

4. Notice of Liquidation. Written
notice of any liquidation, dissolution or winding up
of the Corporation, stating the payment date or dates
when and the place or places where amounts
distributable in such circumstances shall be payable,
shall be given by first class mail, postage prepaid,
not less than 30 days prior to any payment date
specified therein, to the holders of record of the
Series A Preferred Stock at their respective
addresses as shall appear on the records of the
Corporation.

D. Voting.

1. General. Notwithstanding any
provision of this Amended Restated Certificate of
Incorporation to the contrary, each issued and
outstanding share of Series A Preferred Stock shall
entitle the holder thereof to the number of votes
determined under the following sentence on all
matters submitted to a vote of holders of the Series
A Common Stock, with such shares of Series A
Preferred Stock voting together as a single class
with such shares of Series A Common Stock.

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93
Each share of Series A Preferred Stock shall entitle
the holder thereof to the number of votes (rounded up
to the next whole number) equal to the number of
shares of Series A Common Stock into which one share
of Series A Preferred Stock would be convertible
under Subsection F below as of the record date for
the stockholder meeting at which such votes are to be
cast. Except as set forth in Subsection D.2 below or
as otherwise provided by applicable law, the shares
of Series A Preferred Stock shall not entitle the
holders thereof to vote separately as a class.

2. Class Vote. At any time when shares
of Series A Preferred Stock are outstanding, without
the approval of the holders representing at least a
majority of the shares of Series A Preferred Stock
then outstanding, given in writing or by vote at a
meeting, consenting or voting (as the case may be)
separately as a class, the Corporation shall not
amend or repeal any provision of, or add any
provision to, this Amended and Restated Certificate
of Incorporation if such action would alter, change
or affect adversely the rights, preferences,
privileges or powers of, or the restrictions provided
for the benefit of, the Series A Preferred Stock.

E. Redemption

1. Redemption Price. Any redemption of
the Series A Preferred Stock pursuant to this
Subsection E shall be at a price equal to $1,000 per
share, plus in each case an amount equal to accrued
and unpaid dividends, if any, to (and including) the
redemption date, whether or not earned or declared
(the "Series A Redemption Price").

2. Redemption at Corporation's Option.
At any time after June 11, 2001 (the "First
Redemption Date"), the Corporation may, at its option
(subject to the other provisions of this Subsection
E), redeem all, or any portion of the outstanding
shares of Series A Preferred Stock.

3. Procedures for Redemption. In the
event the Corporation shall elect to redeem shares of
Series A Preferred Stock pursuant to Subsection E.2
above, the Corporation shall give written notice of
such redemption by facsimile, hand delivery,
overnight courier, or first class mail, postage
prepaid, mailed or transmitted not less than 30 nor
more than 90 days prior to the redemption date, to
each holder of record of the shares to be redeemed,
at such holder's address as the same appears on the
stock records of the Corporation. Each such notice
shall state: (i) the redemption date; (ii) the number

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94
of shares of Series A Preferred Stock to be redeemed
and, if less than all the shares held by such holder
are to be redeemed, the number of such shares to be
redeemed from such holder; (iii) the Series A
Redemption Price; (iv) the place or places where
certificates for such shares are to be surrendered
for payment of the Series A Redemption Price; (v)
that payment will be made upon presentation and
surrender of such Series A Preferred Stock; (vi) that
dividends on the shares to be redeemed shall cease to
accrue following such redemption date; (vii) that
such redemption is mandatory; and, (viii) that
dividends accrued to and including the date fixed for
redemption will be paid as specified in such notice.
Notice having been mailed as aforesaid, from and
after the redemption date, unless the Corporation
shall be in default in the payment of the Series A
Redemption Price (including any accrued and unpaid
dividends to (and including) the date fixed for
redemption, (A) dividends on the shares of the Series
A Preferred Stock so called for redemption shall
cease to accrue; (B) such shares shall be deemed no
longer outstanding; and, (C) all rights of the
holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation any
moneys payable upon redemption without interest
thereon) shall cease. Notwithstanding the foregoing,
if the average of the closing price for the
Corporation's Series A Common Stock as reported by
NASDAQ (or such other principal exchange on which the
Series A Common Stock is then listed) for the 10
trading days prior to the date of the redemption
notice equals or exceeds the Series A Conversion
Price (defined in Subsection F.1 below) on such date,
any holder that has received such a redemption notice
shall have the right to convert the shares of Series
A Preferred Stock subject to redemption by complying
with the conversion procedures set forth in
Subsection F below at any time prior to 20 days after
the date of receipt of such redemption notice.

Notwithstanding the foregoing, any holder
that has received such a redemption notice shall have
the right by providing written notification to the
Corporation not less than 20 days after receipt of
the redemption notice from the Corporation, to
specify up to three redemption dates, the latest of
which shall be January 1 of the second year following
the date the Corporation specified for redemption, on
which the redemption shall occur. Such notice shall
specify the date or dates on which the redemption
shall occur, and, if more than one redemption date is
specified, the number of shares to be redeemed on
each such date; provided, however, that the total of
the number of shares specified by such holder to be
redeemed must equal the number of shares originally
specified by the Corporation for redemption. In the
event the holder exercises the right outlined above
to specify a

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95
different date or dates for redemption than stated in
the redemption notice from the Corporation, dividends
shall continue to accrue and be paid as provided
herein until such time as the shares are redeemed.

Upon surrender in accordance with such notice
of the certificates for any such shares so redeemed
(properly endorsed or assigned for transfer, if the
Board of Directors shall so require and the notice
shall so state), such shares shall be redeemed by the
Corporation at the applicable Series A Redemption
Price. If fewer than all the outstanding shares of
Series A Preferred Stock are to be redeemed, shares
to be redeemed shall be selected by the Corporation
from holders of outstanding shares of Series A
Preferred Stock not previously called for redemption
in proportion to the respective number of shares held
by each holder. If fewer than all the shares
represented by a certificate are redeemed, a new
certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

4. Repurchases of Series A Preferred
Stock by the Corporation. Neither the Corporation
nor any of its subsidiaries shall repurchase any
outstanding shares of Series A Preferred Stock unless
the Corporation on the same terms either (i) offers
to purchase all of the then outstanding shares of
Series A Preferred Stock or (ii) offers to purchase
shares of Series A Preferred Stock from the holders
in proportion to the respective number of shares of
Series A Preferred Stock held by each holder. In any
such repurchase by the Corporation, if all shares of
Series A Preferred Stock are not being repurchased,
then the number of shares of Series A Preferred Stock
to be repurchased shall be allocated among all shares
of Series A Preferred Stock held by holders that
accept the Corporation's repurchase offer so that the
shares of Series A Preferred Stock are repurchased
from such holders in proportion to the respective
number of shares of Series A Preferred Stock held by
each such holder that accepts the Corporation's offer
(or in such other proportion as agreed by all such
holders who accept the Corporation's offer). Nothing
in this Subsection E.4 shall (i) obligate a holder of
shares of Series A Preferred Stock to accept the
Corporation's repurchase offer or (ii) prevent the
Corporation from redeeming shares of Series A
Preferred Stock in accordance with the terms of
Subsections E.1 through E.3 above.

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96
F. Conversion.

1. Right to Convert. The holder of
each share of Series A Preferred Stock shall have the
right at any time, or from time to time, at such
holder's option, to convert such share into a number
of shares of fully paid and nonassessable shares of
Series A Common Stock equal to a quotient determined
by dividing $1,000 by the "Series A Conversion Price"
(defined below), on and subject to the terms and
conditions hereinafter set forth.

The "Series A Conversion Price" shall be (i)
on or before December 31, 2000, $35; and (ii) during
each calendar year after December 31, 2000, the
product of 1.1 times the Series A Conversion Price
for the immediately preceding calendar year. (For
example, during 2001, the Series A Conversion Price
shall be $38.50; during 2002 the Series A Conversion
Price shall be $42.35; etc.) Notwithstanding the
foregoing, if after the First Redemption Date a
holder elects to exercise its conversion right under
this Subsection F.1, and, (i) the Corporation has not
given written notice of redemption and (ii) the
average of the closing price for the Corporation's
Series A Common Stock as reported by NASDAQ (or such
other principal exchange on which the Series A Common
Stock is then listed) for the 10 trading days prior
to the Series A Conversion Date (defined in
Subsection F.2 below) (the "10 Day Average Price") is
less than the Series A Conversion Price on the Series
A Conversion Date, then the Series A Conversion Price
shall be equal to the 10 Day Average Price.

a. If the Series A Common Stock
issuable upon the conversion of the Series A
Preferred Stock shall be changed into the
same or a different number of shares of any
class or classes of stock, whether by capital
reorganization, reclassification or
otherwise, then and in each such event the
holder of each share of Series A Preferred
Stock shall have the right thereafter to
convert such share into the kind and amount
of shares of stock and other securities and
property receivable upon such reorganization,
reclassification or other change by holders
of the number of shares of Series A Common
Stock into which such shares of Series A
Preferred Stock might have been converted
immediately prior to such reorganization,
reclassification or change.

b. If at any time or from time to
time there shall be a merger or consolidation
of the Corporation with or into another
corporation, or the sale of substantially all
of the

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97
Corporation's properties and assets to any
other person, then, as a part of such merger,
consolidation or sale, provision shall be
made so that the holders of the Series A
Preferred Stock shall thereafter be entitled
to receive upon conversion of the Series A
Preferred Stock, the number of shares of
stock or other securities or properties of
the Corporation, or of the successor
corporation resulting from such merger,
consolidation or sale, to which such holder
would have been entitled if such holder had
converted its shares of Series A Preferred
Stock immediately prior to such capital
reorganization, merger, consolidation or
sale. In any such case, appropriate
adjustment shall be made in the application
of the provisions of this Subsection F with
respect to the rights of the holders of the
Series A Preferred Stock after the merger,
consolidation or sale to the end that the
provisions of this Subsection F shall be
applicable after that event in as nearly
equivalent a manner as may be practicable.

2. Method of Conversion. In order to
exercise the conversion privilege, the holder of any
shares of Series A Preferred Stock to be converted
shall present and surrender the certificate or
certificates representing such shares during usual
business hours at any office or agency of the
Corporation maintained for the transfer of Series A
Preferred Stock and shall deliver a written notice of
the election of the holder to convert the shares
represented by such certificate or any portion
thereof specified in such notice. Such notice shall
also state the name or names (with address) in which
the certificate or certificates for shares of Series
A Common Stock issuable on such conversion shall be
registered. If required by the Corporation, any
certificate for shares surrendered for conversion
shall be accompanied by instruments of transfer, in
form satisfactory to the Corporation, duly executed
by the holder of such shares or its duly authorized
representative. Each conversion of shares of Series
A Preferred Stock shall be deemed to have been
effected on the date (the "Series A Conversion Date")
on which the certificate or certificates representing
such shares shall have been surrendered and such
notice and any required instruments of transfer shall
have been received as aforesaid, and the person or
persons in whose name or names any certificate or
certificates for shares of Series A Common Stock
shall be issuable on such conversion shall be, for
the purpose of receiving dividends and for all other
corporate purposes whatsoever, deemed to have become
the holder or holders of record of the shares of
Series A Common Stock represented thereby on the
Series A Conversion Date.

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98
3. Issuance of Certificates Upon
Conversion. As promptly as practicable after the
presentation and surrender for conversion, as herein
provided, of any certificate for shares of Series A
Preferred Stock, the Corporation shall issue and
deliver at such office or agency, to or upon the
written order of the holder thereof, certificates for
the number of whole shares of Series A Common Stock
issuable upon such conversion and cash for any
fractional shares. In case any certificate for
shares of Series A Preferred Stock shall be
surrendered for conversion of only a part of the
shares represented thereby, the Corporation shall
deliver at such office or agency, to or upon the
written order of the holder thereof, a certificate or
certificates for the number of shares of Series A
Preferred Stock represented by such surrendered
certificate that are not being converted. The
issuance of certificates for shares of Series A
Common Stock issuable upon the conversion of shares
of Series A Preferred Stock by the registered holder
thereof shall be made without charge to the
converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The
Corporation shall not, however, be required to pay
any tax that may be payable with respect to any
transfer involved in the issue and delivery of any
certificate in a name other than that of the
registered holder of the shares being converted, and
the Corporation shall not be required to issue or
deliver any such certificate unless and until the
person requesting the issue thereof shall have paid
to the Corporation the amount of such tax or has
established to the satisfaction of the Corporation
that such tax has been paid.

4. Payment of Dividends on Converted
Shares. Upon any conversion of shares of Series A
Preferred Stock into shares of Series A Common Stock
pursuant hereto, no adjustment with respect to
dividends shall be made; only those dividends shall
be payable on the shares so converted as have been
declared and are payable to holders of record of
shares of Series A Preferred Stock on a date prior to
the Series A Conversion Date with respect to the
shares so converted; and only those dividends shall
be payable on shares of Series A Common Stock issued
upon such conversion as have been declared and are
payable to holders of record of shares of Series A
Common Stock on or after such Series A Conversion
Date.

5. Reservation of Shares. Such number
of shares of Series A Common Stock as may from time
to time be required for such purpose shall be
reserved for issuance upon conversion of outstanding
shares of Series A Preferred Stock.

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99
G. Shares to be Retired. Any share of
Series A Preferred Stock redeemed, repurchased,
converted or otherwise acquired by the Corporation
shall be retired and canceled and shall upon
cancellation be restored to the status of authorized
but unissued shares of Preferred Stock, subject to
reissuance by the Board of Directors as shares of
Preferred Stock of one or more other series but not
as shares of Series A Preferred Stock.

H. Definitions. As used in this
Section 3 (and with respect to the definitions of
"Business Day," "Common Stock" and "Person," as also
used in Section 4 below), the following terms shall
have the respective meanings set forth below:

"Business Day" means any day that is not a
Saturday, a Sunday or a day on which banks are
required or permitted to be closed in the State of
Delaware, the State of Texas or the State of New
York.

"Common Stock" means the Series A Common
Stock, $.01 par value per share, of the Corporation.

"Junior Securities" means the Common Stock
and any other class of capital stock or series of
preferred stock created by the Corporation that does
not expressly provide that it ranks senior to or pari
passu with the Series A Preferred Stock as to
dividends, other distributions, liquidation
preference or otherwise.

"Parity Securities" means the Corporation's
Series B Preferred Stock, $.01 par value per share,
and any other class of capital stock or series or
preferred stock created by the Corporation which
expressly provides that it ranks paripassu with the
Series A Preferred Stock as to dividends, other
distributions, liquidation preference or otherwise.

"Person" or "person" shall mean an
individual, partnership, corporation, trust,
unincorporated organization, joint venture or any
other entity of any kind.

"Senior Securities" means any class or series
of capital stock of the Corporation other than Parity
Securities or Junior Securities.

I. Notices. Except as may otherwise be
provided for in this Amended and Restated Certificate
of Incorporation, all notices referred to in this
Section 3 shall be in writing, and all notices
hereunder shall be deemed to have been given upon the
earlier of (i) receipt of such notice; (ii) three
Business Days after the mailing of

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100
such notice; or, (iii) the Business Day following
sending of such notice by overnight courier, in any
case with postage or delivery charges prepaid,
addressed: if to the Corporation, to its offices at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, Attention: Secretary, or to an agent of the
Corporation designated as permitted by this Amended
and Restated Certificate of Incorporation, or, if to
any holder of the Series A Preferred Stock, to such
holder at the address of such holder of the Series A
Preferred Stock as listed in the stock record books
of the Corporation; or to such other address as the
Corporation or holder, as the case may be, shall have
designated by notice similarly given.

Section 4. Series B Preferred Stock

A. Designation. 12,500 shares of the
preferred stock, par value $.01 per share, of the
Corporation are hereby constituted as a series of the
preferred stock designated as "Series B Preferred
Stock" (the "Series B Preferred Stock").

B. Dividends.

1. Dividends on Series B Preferred
Stock. An annual, cumulative cash dividend of $65
accruing and after from June 1, 1996 shall be
declared and paid on each share of the Series B
Preferred Stock, payable at the end of each calendar
quarter in equal quarterly amounts, provided that at
such times (i) there are assets of the Corporation
legally available for the payment of such dividends
and (ii) the payment of such dividends is permitted
under the terms of the governing documents for the
Corporation's then existing borrowing arrangements
with third-party lenders. Any such dividend that
cannot be paid when due shall be paid to the extent
permissible at the time that the payment of such
dividend becomes permissible.

2. Limitation on Dividends, Repurchases
and Redemptions. So long as any shares of Series B
Preferred Stock shall be outstanding, the Corporation
shall not declare or pay or set apart for payment any
dividends or make any other distributions on any
Junior Securities (as defined below), whether in
cash, property or otherwise (other than dividends or
distributions payable in shares of the class or
series upon which such dividends or distributions are
declared or paid), nor shall the Corporation or any
of its subsidiaries purchase, redeem or otherwise
acquire for any consideration or make payment on
account of the purchase, redemption, or other
retirement of any Parity Securities or Junior
Securities, nor shall any monies be paid or made

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101
available for a sinking fund for the purchase or
redemption of any Parity Securities (as defined
above) or Junior Securities, unless with respect to
all of the foregoing all dividends or other
distributions to which the holders of Series B
Preferred Stock shall have been entitled, pursuant to
Subsection B.1 above, shall have been paid or
declared and a sum of money has been set apart for
the full payment thereof.

3. Pro Rata Payments. In the event
that full dividends are not paid or made available to
the holders of all outstanding shares of Series B
Preferred Stock and of any Parity Securities and
funds available for a payment of dividends shall be
insufficient to permit payment in full to holders of
all such stock of the full preferential amounts to
which they are then entitled, then the entire amount
available for payment of dividends shall be
distributed ratably among all such holders of Series
B Preferred Stock and of any Parity Securities in
proportion to the full amount to which they would
otherwise be respectively entitled.

C. Preference on Liquidation.

1. Liquidation Preference for Series B
Preferred Stock. In the event that the Corporation
shall commence a voluntary case under the federal
bankruptcy laws or any other applicable federal or
state bankruptcy, insolvency or similar law, or
consent to the entry of an order for relief in an
involuntary case under such law or to the appointment
of a receiver, liquidator, assignee, custodian,
trustee, sequestrator or other similar official of
the Corporation or of any substantial part of its
property, or make an assignment for the benefit of
its creditors, or admit in writing its inability to
pay its debts generally as they become due, or if a
decree or order for relief in respect of the
Corporation shall be entered by a court having
jurisdiction in the premises in an involuntary case
under the federal bankruptcy laws or any other
applicable federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or other
similar official of the Corporation or of any
substantial part of its property, or ordering the
winding up or liquidation of its affairs, and on
account of any such event the Corporation shall
liquidate, dissolve or wind up, or if the Corporation
shall otherwise liquidate, dissolve or wind up, no
distribution of the assets of the Corporation shall
be made to the holders of shares of Common Stock or
other Junior Securities (and no monies shall be set
apart for such purpose) unless prior thereto, the
holders of shares of Series B Preferred Stock shall
have received from the assets of the Corporation an
amount per share equal to the sum of (x) $1,000, plus

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(y) all accrued but unpaid dividends thereon through
the date of distribution, whether or not earned or
declared (collectively, the "Series B Liquidation
Preference").

2. Pro Rata Payments. If, upon any
such liquidation, dissolution or other winding up of
the affairs of the Corporation, the assets of the
Corporation shall be insufficient to permit the
payment in full of the Series B Liquidation
Preference for each share of Series B Preferred Stock
then outstanding and the full liquidating payments on
all Parity Securities, then the assets of the
Corporation remaining after the distribution to
holders of any Senior Securities (as defined below)
of the full amounts to which they may be entitled
shall be ratably distributed among the holders of
Series B Preferred Stock and of any Parity Securities
in proportion to the full amounts to which they would
otherwise be respectively entitled if all amounts
thereon were paid in full. The Corporation shall not
issue any Senior Securities without the written
consent of the holders of a majority of the Series A
Preferred Stock issued and outstanding.

4. Notice of Liquidation. Written
notice of any liquidation, dissolution or winding up
of the Corporation, stating the payment date or dates
when and the place or places where amounts
distributable in such circumstances shall be payable,
shall be given by first class mail, postage prepaid,
not less than 30 days prior to any payment date
specified therein, to the holders of record of the
Series B Preferred Stock at their respective
addresses as shall appear on the records of the
Corporation.

D. Voting.

1. General. Notwithstanding any
provision of this Amended and Restated Certificate of
Incorporation to the contrary, each issued and
outstanding share of Series B Preferred Stock shall
entitle the holder thereof to the number of votes
determined under the following sentence on all
matters submitted to a vote of holders of the Series
A Common Stock, with such shares of Series B
Preferred Stock voting

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103
together as a single class with such shares of Series
A Common Stock. Each share of Series B Preferred
Stock shall entitle the holder thereof to (i) 29
votes, if the record date for the stockholder meeting
at which such votes are to be cast is before July 11,
2001 and (ii) to the number of votes (rounded up to
the next whole number) equal to the number of shares
of Series A Common Stock into which one share of
Series B Preferred Stock would be convertible under
Subsection F below as of the last day of the month
immediately preceding the record date for the
stockholder meeting at which such votes are to be
cast (i.e., using such last day of the month as the
"Conversion Date" when applying the method of
conversion described in Subsection F.1 below), if
such record date is on or after July 11, 2001.
Except as set forth in Subsection D.2 below or as
otherwise provided by law, the shares of Series B
Preferred Stock shall not entitle the holders thereof
to vote separately as a class.

2. Class Vote. At any time when shares
of Series B Preferred Stock are outstanding, without
the approval of the holders representing at least a
majority of the shares of Series B Preferred Stock
then outstanding, given in writing or by vote at a
meeting, consenting or voting (as the case may be)
separately as a class, the Corporation shall not
amend or repeal any provision of, or add any
provision to, this Amended and Restated Certificate
of Incorporation if such action would alter, change
or affect adversely the rights, preferences,
privileges or powers of, or the restrictions provided
for the benefit of, the Series B Preferred Stock.

E. Redemption

1. Redemption Price. Any redemption of
the Series B Preferred Stock pursuant to this
Subsection E shall be at a price equal to $1,000 per
share, plus in each case an amount equal to accrued
and unpaid dividends, if any, to (and including) the
redemption date, whether or not earned or declared
(the "Series B Redemption Price").

2. Redemption at Corporation's Option.
At any time after June 11, 2001, the Corporation may,
at its option (subject to the other provisions of
this Subsection E), redeem all, or any portion of the
outstanding shares of Series B Preferred Stock.

3. Procedures for Redemption. In the
event the Corporation shall elect to redeem shares of
Series B Preferred Stock pursuant to Subsection E.2
above, the Corporation shall give written notice of
such redemption by facsimile, hand delivery,
overnight

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courier, or first class mail, postage prepaid, mailed
or transmitted not less than 30 nor more than 90 days
prior to the redemption date, to each holder of
record of the shares to be redeemed, at such holder's
address as the same appears on the stock records of
the Corporation. Each such notice shall state: (i)
the redemption date; (ii) the number of shares of
Series B Preferred Stock to be redeemed and, if less
than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed
from such holder; (iii) the Series B Redemption
Price; (iv) the place or places where certificates
for such shares are to be surrendered for payment of
the Series B Redemption Price; (v) that payment will
be made upon presentation and surrender of such
Series B Preferred Stock; (vi) that dividends on the
shares to be redeemed shall cease to accrue following
such redemption date; (vii) that such redemption is
mandatory; and, (viii) that dividends accrued to and
including the date fixed for redemption will be paid
as specified in such notice. Notice having been
mailed as aforesaid, from and after the redemption
date, unless the Corporation shall be in default in
the payment of the Series B Redemption Price
(including any accrued and unpaid dividends to (and
including) the date fixed for redemption, (A)
dividends on the shares of the Series B Preferred
Stock so called for redemption shall cease to accrue;
(B) such shares shall be deemed no longer
outstanding; and, (C) all rights of the holders
thereof as stockholders of the Corporation (except
the right to receive from the Corporation any moneys
payable upon redemption without interest thereon)
shall cease. Notwithstanding the foregoing, any
holder that has received such a redemption notice
shall have the right by providing written
notification to the Corporation not less than 20 days
after receipt of the redemption notice from the
Corporation, to specify up to three redemption dates,
the latest of which shall be January 1 of the second
year following the date the Corporation specified for
redemption, on which the redemption shall occur.
Such notice shall specify the date or dates on which
the redemption shall occur, and, if more than one
redemption date is specified, the number of shares to
be redeemed on each such date; provided, however,
that the total of the number of shares specified by
such holder to be redeemed must equal the number of
shares originally specified by the Corporation for
redemption. In the event the holder exercises the
right outlined above to specify a different date or
dates for redemption than stated in the redemption
notice from the Corporation, dividends shall continue
to accrue and be paid as provided herein until such
time as the shares are redeemed.

Upon surrender in accordance with such notice
of the certificates for any such shares so redeemed
(properly endorsed or

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assigned for transfer, if the Board of Directors
shall so require and the notice shall so state), such
shares shall be redeemed by the Corporation at the
applicable Series B Redemption Price. If fewer than
all the outstanding shares of Series B Preferred
Stock are to be redeemed, shares to be redeemed shall
be selected by the Corporation from holders of
outstanding shares of Series B Preferred Stock not
previously called for redemption in proportion to the
respective number of shares held by each holder. If
fewer than all the shares represented by a
certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without
cost to the holder thereof.

4. Repurchases of Series B Preferred
Stock by the Corporation. Neither the Corporation
nor any of its subsidiaries shall repurchase any
outstanding shares of Series B Preferred Stock unless
the Corporation on the same terms either (i) offers
to purchase all of the then outstanding shares of
Series B Preferred Stock or (ii) offers to purchase
shares of Series B Preferred Stock from the holders
in proportion to the respective number of shares of
Series B Preferred Stock held by each holder. In any
such repurchase by the Corporation, if all shares of
Series B Preferred Stock are not being repurchased,
then the number of shares of Series B Preferred Stock
to be repurchased shall be allocated among all shares
of Series B Preferred Stock held by holders that
accept the Corporation's repurchase offer so that the
shares of Series B Preferred Stock are repurchased
from such holders in proportion to the respective
number of shares of Series B Preferred Stock held by
each such holder that accepts the Corporation's offer
(or in such other proportion as agreed by all such
holders who accept the Corporation's offer). Nothing
in this Subsection E.4 shall (i) obligate a holder of
shares of Series B Preferred Stock to accept the
Corporation's repurchase offer or (ii) prevent the
Corporation from redeeming shares of Series B
Preferred Stock in accordance with the terms of
Subsections E.1 through E.3 above.

F. Conversion.

1. Right to Convert. At any time on or
after July 11, 2001, the holder of each share of
Series B Preferred Stock shall have the right at any
time, or from time to time, at such holder's option,
to convert such share into the number of fully paid
and nonassessable shares of Series A Common Stock
equal to a quotient determined by dividing (i) $1,000
by (ii) the average of the closing prices for the
Series A Common Stock as reported by the NASDAQ
National

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106
Market System (or such other principal exchange on
which the Series A Common Stock is then listed or
traded) for each of the 10 trading days prior to the
Conversion Date, on and subject to the terms and
conditions hereinafter set forth.

a. If the Series A Common Stock
issuable upon the conversion of the Series B
Preferred Stock shall be changed into the
same or a different number of shares of any
class or classes of stock, whether by capital
reorganization, reclassification or
otherwise, then and in each such event the
holder of each share of Series B Preferred
Stock shall have the right thereafter to
convert such share into the kind and amount
of shares of stock and other securities and
property receivable upon such reorganization,
reclassification or other change by holders
of the number of shares of Series A Common
Stock into which such shares of Series B
Preferred Stock might have been converted
immediately prior to such reorganization,
reclassification or change.

b. If at any time or from time to
time there shall be a merger or consolidation
of the Corporation with or into another
corporation, or the sale of substantially all
of the Corporation's properties and assets to
any other person, then, as a part of such
merger, consolidation or sale, provision
shall be made so that the holders of the
Series B Preferred Stock shall thereafter be
entitled to receive upon conversion of the
Series B Preferred Stock, the number of
shares of stock or other securities or
properties of the Corporation, or of the
successor corporation resulting from such
merger, consolidation or sale, to which such
holder would have been entitled if such
holder had converted its shares of Series B
Preferred Stock immediately prior to such
capital reorganization, merger, consolidation
or sale. In any such case, appropriate
adjustment shall be made in the application
of the provisions of this Subsection F with
respect to the rights of the holders of the
Series B Preferred Stock after the merger,
consolidation or sale to the end that the
provisions of this Subsection F shall be
applicable after that event in as nearly
equivalent a manner as may be practicable.

2. Method of Conversion. In order to
exercise the conversion privilege, the holder of any
shares of Series B Preferred Stock to be converted
shall present and surrender the certificate or
certificates representing such shares during usual
business hours at any

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107
office or agency of the Corporation maintained for
the transfer of Series B Preferred Stock and shall
deliver a written notice of the election of the
holder to convert the shares represented by such
certificate or any portion thereof specified in such
notice. Such notice shall also state the name or
names (with address) in which the certificate or
certificates for shares of Series A Common Stock
issuable on such conversion shall be registered. If
required by the Corporation, any certificate for
shares surrendered for conversion shall be
accompanied by instruments of transfer, in form
satisfactory to the Corporation, duly executed by the
holder of such shares or its duly authorized
representative. Each conversion of shares of Series
B Preferred Stock shall be deemed to have been
effected on the date (the "Series B Conversion Date")
on which the certificate or certificates representing
such shares shall have been surrendered and such
notice and any required instruments of transfer shall
have been received as aforesaid, and the person or
persons in whose name or names any certificate or
certificates for shares of Series A Common Stock
shall be issuable on such conversion shall be, for
the purpose of receiving dividends and for all other
corporate purposes whatsoever, deemed to have become
the holder or holders of record of the shares of
Series A Common Stock represented thereby on the
Series B Conversion Date.

3. Issuance of Certificates Upon
Conversion. As promptly as practicable after the
presentation and surrender for conversion, as herein
provided, of any certificate for shares of Series B
Preferred Stock, the Corporation shall issue and
deliver at such office or agency, to or upon the
written order of the holder thereof, certificates for
the number of whole shares of Series A Common Stock
issuable upon such conversion and cash for any
fractional shares. In case any certificate for
shares of Series B Preferred Stock shall be
surrendered for conversion of only a part of the
shares represented thereby, the Corporation shall
deliver at such office or agency, to or upon the
written order of the holder thereof, a certificate or
certificates for the number of shares of Series B
Preferred Stock represented by such surrendered
certificate that are not being converted. The
issuance of certificates for shares of Series A
Common Stock issuable upon the conversion of shares
of Series B Preferred Stock by the registered holder
thereof shall be made without charge to the
converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The
Corporation shall not, however, be required to pay
any tax that may be payable with respect to any
transfer involved in the issue and delivery of any
certificate in a name other than that of the
registered holder of the shares being converted, and
the Corporation shall not be required to issue or
deliver any such certificate unless and until the

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108
person requesting the issue thereof shall have paid
to the Corporation the amount of such tax or has
established to the satisfaction of the
Corporation that such tax has been paid.

4. Payment of Dividends on Converted
Shares. Upon any conversion of shares of Series B
Preferred Stock into shares of Series A Common Stock
pursuant hereto, no adjustment with respect to
dividends shall be made; only those dividends shall
be payable on the shares so converted as have been
declared and are payable to holders of record of
shares of Series B Preferred Stock on a date prior to
the Series B Conversion Date with respect to the
shares so converted; and only those dividends shall
be payable on shares of Series A Common Stock issued
upon such conversion as have been declared and are
payable to holders of record of shares of Series A
Common Stock on or after such Series B Conversion
Date.

G. Shares to be Retired. Any share of
Series B Preferred Stock redeemed, repurchased,
converted or otherwise acquired by the Corporation
shall be retired and canceled and shall upon
cancellation be restored to the status of authorized
but unissued shares of Preferred Stock, subject to
reissuance by the Board of Directors as shares of
Preferred Stock of one or more other series but not
as shares of Series B Preferred Stock.

H. Definitions. As used in this
Section 4, the following terms shall have the
respective meanings set forth below:

"Junior Securities" means the Common Stock
and any other class of capital stock or series of
preferred stock created by the Corporation that does
not expressly provide that it ranks senior to or pari
passu with the Series B Preferred Stock as to
dividends, other distributions, liquidation
preference or otherwise.

"Parity Securities" means the Corporation's
Series A Preferred Stock, $.01 par value per share,
and any other class of capital stock or series or
preferred stock created by the Corporation which
expressly provides that it ranks pari passu with the
Series B Preferred Stock as to dividends, other
distributions, liquidation preference or otherwise.

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109
"Senior Securities" means any class or series
of capital stock of the Corporation other than Parity
Securities or Junior Securities.

I. Notices. Except as may otherwise be
provided for in this Amended and Restated Certificate
of Incorporation, all notices referred to herein
shall be in writing, and all notices hereunder shall
be deemed to have been given upon the earlier of (i)
receipt of such notice; (ii) three Business Days
after the mailing of such notice; or, (iii) the
Business Day following sending of such notice by
overnight courier, in any case with postage or
delivery charges prepaid, addressed: if to the
Corporation, to its offices at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention:
Secretary, or to an agent of the Corporation
designated as permitted by this Amended and Restated
Certificate of Incorporation, or, if to any holder of
the Series B Preferred Stock, to such holder at the
address of such holder of the Series B Preferred
Stock as listed in the stock record books of the
Corporation; or to such other address as the
Corporation or holder, as the case may be, shall have
designated by notice similarly given.

ARTICLE FIVE

DIRECTORS

The number of directors of the Corporation shall be
no fewer than seven and shall be fixed and may be altered from
time to time as may be provided in the bylaws now or hereafter
in effect. The Board of Directors shall be classified as
follows:

(a) For as long as there are no more
than two Series A Directors, the Board of Directors
shall be divided into two classes, Class I and Class
II. The Series A Directors and shall be divided
between Class I and Class II as equally as possible
and the Series B Directors shall be divided between
Class I and Class II as equally as possible. Each
director shall serve for a term ending on the second
annual meeting date following the annual meeting at
which such director was elected; provided however
that each director initially in Class I shall hold
office until the annual meeting of stockholders in
1998 and each director initially in Class II shall
hold office until the annual meeting of stockholders
in 1999.

(b) For as long as there are three or
more Series A Directors, the Board of Directors shall
be divided into three classes, Class I, Class II and
Class III. The Series A Directors shall be divided
among the three classes as equally as possible and
the Series B

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Directors likewise shall be divided among the three
classes as equally as possible. Each director shall
serve for a three-year term, provided that for the
two years following the first designation of Class
III directors, the Class I and Class II directors
shall continue to be elected at the same annual
meetings at which such directors would have been
elected if the size of the Board of Directors had not
been increased so as to require the designation of
the Class III directors. Notwithstanding the
preceding sentence, if necessary in order to ensure
that the Series B Directors are divided among the
classes as equally as possible, a Class II Series B
Director shall be redesignated as a Class III
director upon the first designation of Class III
directors. The first election of the Class III
directors following the initial designation of the
Class III directors shall take place at the third
annual meeting of stockholders following such
designation.

(c) Upon each increase or decrease in
the authorized number of directors, (i) each director
then serving as such shall continue as a director in
the class of which he or she is a member until the
expiration of his or her current term or until such
director's earlier death, resignation or removal and
(ii) the newly created or eliminated directorships
resulting from such increase or decrease shall be
apportioned by the Board of Directors among the
classes as equally as possible.

(d) The designation of directors as
Class I directors and Class II directors,
respectively, as of the time this Amended and
Restated Certificate of Incorporation shall become
effective and shall be as set forth in the Merger
Agreement. Thereafter, the Board of Directors shall
be authorized to determine how the directors shall be
divided among Class I, Class II and, if applicable,
Class III, consistent with the terms of this ARTICLE
FIVE.

(e) Notwithstanding any of the foregoing
provisions of this ARTICLE FIVE, each director shall
serve until his or her successor is elected and
qualified or until his or her earlier death,
resignation or removal. Should a vacancy occur or be
created with respect to a Series A Director's
directorship, whether arising through death,
resignation or removal of a Series A Director or
through an increase in the number of Series A
Directors, such vacancy shall be filled by the
affirmative vote of a majority of the Series A
Directors then in office or by the sole remaining
Series A Director. If there are no remaining Series
A Directors then in office, then the vacancy or
vacancies shall be filled by the holders of Series A
Common Stock as described in ARTICLE FOUR. Similarly,
should a vacancy occur or be created with respect to

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a Series B Director's directorship, whether arising
through death, resignation or removal of a Series B
Director or through an increase in the number of
Series B Directors, such vacancy shall be filled by
the affirmative vote of a majority of the Series B
Directors then in office or by the sole remaining
Series B Director. If there are no remaining Series
B Directors then in office, then the vacancy or
vacancies shall be filled by the holders of Series B
Common Stock as described in ARTICLE FOUR. A
director so elected to fill a vacancy shall serve for
the remainder of the then present term of office for
the class to which such director was elected.

ARTICLE SIX

BYLAWS

The initial bylaws of the Corporation shall be
adopted by the Board of Directors. The power to alter, amend
or repeal the bylaws or adopt new bylaws, subject to the right
of the stockholders to adopt, amend or repeal the bylaws, is
vested in the Board of Directors.

ARTICLE SEVEN

INDEMNIFICATION

To the fullest extent permitted by the Delaware
General Corporation Law, as amended from time to time, the
Corporation shall indemnify any and all of its directors and
officers, or former directors and officers, or any person who
may have served at the Corporation's request as a director or
officer of another corporation, partnership, limited liability
company, joint venture, trust, or other entity or enterprise.

ARTICLE EIGHT

DIRECTOR LIABILITY

To the fullest extent permitted by the Delaware
General Corporation Law, as amended from time to time, a
director or former director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.
No repeal, amendment, or modification of this ARTICLE EIGHT,
whether direct or indirect, shall eliminate or reduce its
effect with respect to any act or omission of a director or
former director of the Corporation prior to such repeal,
amendment, or modification.

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112
ARTICLE NINE

AMENDMENTS

The Corporation reserves the right to amend, alter,
change, or repeal any provision contained in this Amended and
Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

In addition to any other stockholder approvals that
may be required under this Amended and Restated Certificate of
Incorporation or the Delaware General Corporation Law, an
amendment, alteration or repeal of any provision of
Subsections B and E of Section 1. of ARTICLE FOUR or of
ARTICLE FIVE shall require the approval of the holders of the
shares representing at least two-thirds of the shares then
entitled to vote.

ARTICLE TEN

PARTICIPATION OF NON-CITIZENS

The following provisions are included for the purpose
of ensuring that control and management of the Corporation
remains with citizens of the United States or entities formed
under the laws of the United States or any of the states of
the United States, as required by the Communications Act:

(a) The Corporation shall not issue to:
(i) a person who is a citizen of a country other than
the United States; (ii) any entity organized under
the laws of a government other than the government of
the United States or any state, territory, or
possession of the United States; (iii) a government
other than the government of the United States or of
any state, territory, or possession of the United
States; (iv) a representative of, or an individual or
entity controlled by, any of the foregoing; or (v)
any other person or entity whose alien status would
be cognizable under the Communications Act
(individually, an "Alien"; collectively, "Aliens")
any shares of capital stock of the Corporation if
such issuance would result in the total number of
shares of such capital stock held or voted by Aliens
exceeding 25% of (i) the capital stock outstanding at
any time and from time to time, or (ii) the total
voting power of all shares of such capital stock
outstanding and entitled to vote at any time and from
time to time, and shall not permit the transfer on
the books of the Corporation of any capital stock to
any Alien that would result in the total number of
shares of such capital stock held or voted by Aliens
exceeding such 25% limits as such limits

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113
greater or lesser than 25% may subsequently be imposed
by statute or regulation.

(b) No Alien or Aliens, individually or
collectively, shall be entitled to vote or direct or
control the vote of more than 25% of (i) the total
number of all shares of capital stock of the
Corporation outstanding at any time and from time to
time, or (ii) the total voting power of all shares of
capital stock of the Corporation outstanding and
entitled to vote at any time and from time to time as
such limits greater or lesser than 25% may
subsequently be imposed by statute or regulation.

(c) No Alien shall be qualified to act
as an officer of the Corporation and no more than
one-fourth of the total number of directors of the
Corporation at any time may be Aliens except as may
be permitted by law or regulation.

(d) The Board of Directors shall have
all powers necessary to implement the provisions of
this ARTICLE TEN and to ensure compliance with the
alien ownership restrictions (the "Alien Ownership
Restrictions") of the Communications Act, including,
without limitation, the power to prohibit the
transfer of any shares of capital stock of the
Corporation to any Alien and to take or cause to be
taken such action as it deems appropriate to
implement such prohibition.

(e) Without limiting the generality of
the foregoing and notwithstanding any other provision
of this Amended and Restated Certificate of
Incorporation to the contrary, any shares of capital
stock of the Corporation determined by the Board of
Directors to be owned beneficially by an Alien or
Aliens shall always be subject to redemption by the
Corporation by action of the Board of Directors,
pursuant to the Delaware General Corporation Law, or
any other applicable provision of law, to the extent
necessary in the judgment of the Board of Directors
to comply with the Alien Ownership Restrictions. The
terms and conditions of such redemption shall be as
follows:

(i) the redemption price of the
shares to be redeemed pursuant to this
ARTICLE TEN shall be equal to the fair market
value of the shares to be redeemed, as
determined by reference to the closing price
of such shares on the last business day
before the date of redemption if the shares
are traded on a national securities market,
or as determined by the Board of Directors in
good faith if the shares are not then being
traded on a national securities market;

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114
(ii) the redemption price of such
shares may be paid in cash, securities or any
combination thereof;

(iii) if fewer than all of the shares
held by Aliens are to be redeemed, the shares
to be redeemed shall be selected in any
manner determined by the Board of Directors
to be fair and equitable;

(iv) at least 10 days (or such
shorter period as may be required by any
applicable regulatory authority) written
notice of the redemption date shall be given
to the record holders of the shares selected
to be redeemed (unless waived in writing by
any such holder), provided that the
redemption date may be the date on which
written notice shall be given to record
holders if the cash or securities necessary
to effect the redemption shall have been
deposited in trust for the benefit of such
record holders and subject to immediate
withdrawal by them upon surrender of the
stock certificates for their shares to be
redeemed;

(v) from and after the redemption
date, the shares to be redeemed shall cease
to be regarded as outstanding, and any and
all rights of the holders with respect to the
shares to be redeemed or attaching to such
shares of whatever nature (including, without
limitation, any rights to vote or participate
in dividends declared on stock of the same
class or series as such shares) shall cease
and terminate, and the holders thereof
thenceforth shall be entitled only to receive
the cash or securities payable upon
redemption; and

(vi) such other terms and conditions as
the Board of Directors shall determine.

For purposes of this ARTICLE TEN, the
determination of beneficial ownership of shares of
capital stock of the Corporation shall be made
pursuant to Rule 13d-3, 17 C.F.R. Section 240.13d-3,
as amended from time to time, promulgated under the
Securities Exchange Act of 1934, as amended, unless
the Communications Act shall provide for a different
method of determination, in which case such
determination shall be made in accordance with the
Communications Act.

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115

IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed and attested by its duly
authorized officers this _____ day of _____________________, 1997.

ARGYLE TELEVISION, INC.

By: ___________________________________
Name:__________________________________
Title:_________________________________

Attest:

By: ___________________________________
Name:__________________________________
Title:_________________________________

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116

EXHIBIT B
TO MERGER AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of __________ ___,
1997, among Hearst/Argyle Television, Inc., a Delaware corporation (the
"Company"), and the Holders (as defined below).

WHEREAS, in connection with the Agreement and Plan of
Merger, dated as of March 26, 1997 (the "Merger Agreement"), among The Hearst
Corporation, a Delaware corporation, the Company, HAT Merger Sub, Inc., a
Delaware corporation, HAT Contribution Sub, Inc., a Delaware corporation and
Argyle Television, Inc., a Delaware corporation, each initial Holder may
receive shares of Common Stock (as defined below); and

WHEREAS, the Company has agreed to provide each Holder with
the registration rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:

SECTION 1. DEFINITIONS. As used in this Agreement, the
following terms shall have the following meanings:

"Advice" shall have the meaning set forth in Section 5
hereof.

"Affiliate" means, with respect to any specified person,
any other person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified person. For the purposes
of this definition, "control" when used with respect to any specified person
means the power to direct the management and policies of such person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Business Day" means any day that is not a Saturday, a
Sunday or a legal holiday on which banking institutions in the State of New
York are not required to be open.

"Capital Stock" means, with respect to any person, any and
all shares, interests, participations or other equivalents (however designated)
of corporate stock issued by such person, including each class of common stock
and preferred stock of such person.

"Common Stock" means the Series A Common Stock, par value
$.01 per share, of the Company or any other shares of capital stock or other
securities of the Company

117
into which such shares of Common Stock shall be reclassified or changed,
including, by reason of a merger, consolidation, reorganization or
recapitalization. If the Common Stock has been so reclassified or changed, or
if the Company pays a dividend or makes a distribution on the Common Stock in
shares of capital stock, or subdivides (or combines) its outstanding shares of
Common Stock into a greater (or smaller) number of shares of Common Stock, a
share of Common Stock shall be deemed to be such number of shares of stock and
amount of other securities to which a holder of a share of Common Stock
outstanding immediately prior to such change, reclassification, exchange,
dividend, distribution, subdivision or combination would be entitled.

"Company" shall have the meaning set forth in the
introductory clauses hereof.

"Company Common Stock" shall have the meaning specified
in the Merger Agreement.

"Delay Period" shall have the meaning set forth in Section
2(e) hereof.

"Demand Notice" shall have the meaning set forth in Section
2(a) hereof.

"Demand Registration" shall have the meaning set forth in
Section 2(b) hereof.

"Effectiveness Period" shall have the meaning set forth in
Section 2(e) hereof.

"Effective Time" shall have the meaning specified in the
Merger Agreement.

"Exchange Act" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated thereunder.

"Hold Back Period" shall have the meaning set forth in
Section 4 hereof.

"Holder" means a person who owns Registrable Shares and is
named on the signature pages hereof as a Holder.

"Interruption Period" shall have the meaning set forth in
Section 5 hereof.

"Merger Agreement" shall have the meaning set forth in the
introductory clauses hereof.

"NASD" means the National Association of Securities
Dealers, Inc.

"person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.

"Piggyback Registration" shall have the meaning set forth
in Section 3 hereof.

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"Prospectus" means the prospectus included in any
Registration Statement (including a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Shares covered by such Registration Statement and all other
amendments and supplements to such prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such prospectus.

"Registrable Shares" means the shares of Common Stock
issued to each Holder in the Merger, other than shares of Common Stock issued
in respect of shares of Company Common Stock that prior to the Merger (i) were
registered under Section 5 of the Securities Act and disposed of pursuant to an
effective Registration Statement or (ii) were transferred pursuant to Rule 144
under the Securities Act .

"Registration" means registration under the Securities Act
of an offering of Registrable Shares pursuant to a Demand Registration or a
Piggyback Registration.

"Registration Period" shall have the meaning set forth in Section 2(a) hereof.

"Registration Statement" means any registration statement
under the Securities Act of the Company that covers any of the Registrable
Shares pursuant to the provisions of this Agreement, including the related
Prospectus, all amendments and supplements to such registration statement,
including pre- and post-effective amendments, all exhibits thereto and all
material incorporated by reference or deemed to be incorporated by reference in
such registration statement.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the SEC promulgated thereunder.

"underwritten registration or underwritten offering" means
a registration under the Securities Act in which securities of the Company are
sold to an underwriter for reoffering to the public.

SECTION 2. DEMAND REGISTRATION. (a) The Holders of at
least 330,000 of the Registrable Shares held by all Holders shall have the
right, during the period (the "Registration Period") commencing on the date
which is one hundred and eighty (180) days after the Effective Time and ending
on the date which is five hundred and forty (540) days after the Effective Time
(except as provided in the last sentence of this Section 2), by written notice
(the "Demand Notice") given to the Company, to request the Company to register
under and in accordance with the provisions of the Securities Act for
distribution by means of a firm commitment underwritten public offering all or
any portion of the Registrable Shares designated by such Holders; provided,
however, that the right of the Holders hereunder to request a

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registration pursuant to this Section 2 shall terminate and be of no further
force and effect in the event that at least 90% of the Registrable Shares
requested by Holders to be included in a Piggyback Registration pursuant to
Section 3 are sold. Upon receipt of any such Demand Notice, the Company shall
promptly notify all other Holders of the receipt of such Demand Notice and
allow them the opportunity to include Registrable Shares held by them in the
proposed registration by submitting their own Demand Notice. In connection
with any Demand Registration in which more than one Holder participates, in the
event that the managing underwriter or underwriters participating in such
offering advise in writing the Holders of Registrable Shares to be included in
such offering that the total number of Registrable Shares to be included in
such offering exceeds the amount that can be sold in (or during the time of)
such offering without delaying or jeopardizing the success of such offering
(including the price per share of the Registrable Shares to be sold), then the
amount of Registrable Shares to be offered for the account of such Holders
shall be reduced pro rata on the basis of the number of Registrable Shares to
be registered by each such Holder. The Holders as a group shall be entitled to
one Demand Registration pursuant to this Section 2 unless any Demand
Registration does not become effective or is not maintained for a period
(whether or not continuous) of at least one hundred and twenty (120) days (or
such shorter period as shall terminate when all the Registrable Shares covered
by such Demand Registration have been sold pursuant thereto), in which case the
Holders will be entitled within thirty (30) days thereafter to request an
additional Demand Registration pursuant hereto.

(b) The Company, within ninety (90) days of the date on
which the Company receives a Demand Notice given by Holders in accordance with
Section 2(a) hereof, shall file with the SEC, and the Company shall thereafter
use its best efforts to cause to be declared effective, a Registration
Statement on the appropriate form for the registration and sale, in accordance
with the intended method or methods of distribution, of the total number of
Registrable Shares specified by the Holders in such Demand Notice (a "Demand
Registration").

(c) Notwithstanding the foregoing, the Company shall not
have any obligation to effect a Demand Registration pursuant to this Section 2
unless (i) the gross proceeds from the sale of the Registrable Shares included
in the Demand Registration are expected to be at least $45 million , and (ii)
at the date of the Demand Notice, the average daily trading volume of the
Common Stock for the prior sixty (60) trading days as reported by the national
securities exchange or automated interdealer quotation system on which the
Common Stock is so listed or quoted is less than 150,000 shares.

(d) The Company shall use commercially reasonable efforts
to keep each Registration Statement filed pursuant to this Section 2
continuously effective and usable for the resale of the Registrable Shares
covered thereby until the earlier of (i) one hundred and twenty (120) days from
the date on which the SEC declares such Registration Statement effective and
(ii) until all the Registrable Shares covered by such Registration Statement
have been sold pursuant to such Registration Statement.

(e) The Company shall be entitled to postpone the filing
of any Registration Statement otherwise required to be prepared and filed by
the Company pursuant to this Section

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2, or suspend the use of any effective Registration Statement under this
Section 2, for a reasonable period of time, but not in excess of ninety (90)
days (a "Delay Period"), if the Board of the Company determines that in its
reasonable judgment and good faith the registration and distribution of the
Registrable Shares covered or to be covered by such Registration Statement
would materially impede, delay or interfere with any pending material
financing, acquisition or corporate reorganization or other material corporate
development involving the Company or any of its subsidiaries or would require
premature disclosure thereof and promptly gives the Holders written notice of
such determination, containing a general statement of the reasons for such
postponement and an approximation of the period of the anticipated delay;
provided, however, that (i) the aggregate number of days included in all Delay
Periods during any consecutive 12 months shall not exceed the aggregate of (x)
one hundred and eighty (180) days minus (y) the number of days occurring during
all Hold Back Periods and Interruption Periods during such consecutive 12
months and (ii) a period of at least sixty (60) days shall elapse between the
termination of any Delay Period, Hold Back Period or Interruption Period and
the commencement of the immediately succeeding Delay Period. If the Company
shall so postpone the filing of a Registration Statement, the Holders of
Registrable Shares to be registered shall have the right to withdraw the
request for registration by giving written notice from the Holders of a
majority of the Registrable Shares that were to be registered to the Company
within forty-five (45) days after receipt of the notice of postponement or, if
earlier, the termination of such Delay Period (and, in the event of such
withdrawal, such request shall not be counted for purposes of determining the
number of requests for registration to which the Holders of Registrable Shares
are entitled pursuant to this Section 2). The time period for which the
Company is required to maintain the effectiveness of any Registration Statement
shall be extended by the aggregate number of days of all Delay Periods, all
Hold Back Periods and all Interruption Periods occurring during such
Registration and such period and any extension thereof is hereinafter referred
to as the "Effectiveness Period." The Company shall not be entitled to initiate
a Delay Period unless it shall (A) to the extent permitted by agreements with
other security holders of the Company, concurrently prohibit sales by such
other security holders under registration statements covering securities held
by such other security holders and (B) in accordance with the Company's
policies from time to time in effect, forbid purchases and sales in the open
market by senior executives of the Company.

(f) The Company shall have the right in its sole
discretion to include any securities that are not Registrable Shares
("Non-Registrable Securities") in any Registration Statement filed pursuant to
this Section 2; provided, however, that in the event the managing underwriter
or underwriters participating in such offering advises the Company in writing
that the total number of Non-Registrable Securities to be included in such
offering exceeds the amount that can be sold in (or during the time of) such
offering without delaying or jeopardizing the success of such offering
(including the price per share of the Registrable Shares to be sold), then the
amount of Non- Registrable Securities to be offered for the account of the
Company shall be reduced to an amount that the managing underwriter or
underwriters participating in the offering reasonably determine can be sold in
such offering without materially delaying or jeopardizing the success of such
offering.

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(g) Holders of a majority in number of the Registrable
Shares to be included in a Registration Statement pursuant to this Section 2
may, at any time prior to the effective date of the Registration Statement
relating to such Registration, revoke such request by providing a written
notice to the Company revoking such request. The Holders of Registrable Shares
who revoke such request shall reimburse the Company for all of its
out-of-pocket expenses incurred in the preparation, filing and processing of
the Registration Statement; provided, however, that, if such revocation was
based on the Company's failure to comply in any material respect with its
obligations hereunder, such reimbursement shall not be required.

SECTION 3. PIGGYBACK REGISTRATION. (a) Right to
Piggyback. If at any time during the period commencing on the date of this
Agreement and ending on the date which is five hundred and forty (540) days
after the Effective Time the Company proposes to file a registration statement
under the Securities Act with respect to a public offering of securities of the
same type as the Registrable Shares pursuant to a firm commitment underwritten
public offering solely for cash for its own account (other than a registration
statement (i) on Form S-8 or any successor forms thereto, or (ii) filed solely
in connection with a dividend reinvestment plan or employee benefit plan
covering officers or directors of the Company or its Affiliates) or for the
account of any holder of securities of the same type as the Registrable Shares
(to the extent that the Company has the right to include Registrable Shares in
any registration statement to be filed by the Company on behalf of such holder
but excluding a Demand Registration), then the Company shall give written
notice of such proposed filing to the Holders at least fifteen (15) days before
the anticipated filing date. Such notice shall offer the Holders the
opportunity to register such amount of Registrable Shares as they may request
(a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company
shall include in each such Piggyback Registration all Registrable Shares with
respect to which the Company has received written requests for inclusion
therein within ten (10) days after notice has been given to the Holders. Each
Holder shall be permitted to withdraw all or any portion of the Registrable
Shares of such Holder from a Piggyback Registration at any time prior to the
effective date of such Piggyback Registration; provided, however, that if such
withdrawal occurs after the filing of the Registration Statement with respect
to such Piggyback Registration, the withdrawing Holders shall reimburse the
Company for the portion of the registration expenses payable with respect to
the Registrable Shares so withdrawn.

(b) Priority on Piggyback Registrations. The Company
shall use commercially reasonable efforts to cause the managing underwriter of
an underwritten public offering to permit the Holders to include all such
Registrable Shares on the same terms and conditions as any similar securities,
if any, of the Company included therein. Notwithstanding the foregoing, if the
Company or the managing underwriter or underwriters participating in such
offering advise the Holders in writing that the total amount of securities
requested to be included in such Piggyback Registration exceeds the amount
which can be sold in (or during the time of) such offering without delaying,
jeopardizing or otherwise adversely affecting the success of the offering
(including the price per share of the securities to be sold), then the amount
of securities to be offered for the account of the Holders and other holders of
securities who have piggyback registration rights with respect thereto shall be
reduced (to zero if necessary) pro rata on the

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basis of the number of common stock equivalents requested to be registered by
each such Holder or holder participating in such offering.

(c) Right To Abandon. Nothing in this Section 3 shall
create any liability on the part of the Company to the Holders if the Company
in its sole discretion should decide not to file a registration statement
proposed to be filed pursuant to Section 3(a) hereof or to withdraw such
registration statement subsequent to its filing, regardless of any action
whatsoever that a Holder may have taken, whether as a result of the issuance by
the Company of any notice hereunder or otherwise.

SECTION 4. HOLDBACK AGREEMENT. If (i) the Company shall
file a registration statement (other than in connection with the registration
of securities issuable pursuant to an employee stock option, stock purchase or
similar plan or pursuant to a merger, exchange offer or a transaction of the
type specified in Rule 145(a) under the Securities Act) with respect to the
Common Stock or similar securities or securities convertible into, or
exchangeable or exercisable for, such securities and (ii) with reasonable prior
notice, the Company (in the case of a nonunderwritten public offering by the
Company pursuant to such registration statement) advises the Holders in writing
that a public sale or distribution of such Registrable Shares would materially
adversely affect such offering or the managing underwriter or underwriters (in
the case of an underwritten public offering by the Company pursuant to such
registration statement) advises the Company in writing (in which case the
Company shall notify the Holders) that a public sale or distribution of
Registrable Shares would materially adversely impact such offering, then each
Holder shall, to the extent not inconsistent with applicable law, refrain from
effecting any public sale or distribution of Registrable Shares during the ten
days prior to the effective date of such registration statement and until the
earliest of (A) the abandonment of such offering, (B) one hundred and twenty
(120) days from the effective date of such registration statement and (C) if
such offering is an underwritten offering, the termination in whole or in part
of any "hold back" period obtained by the underwriter or underwriters in such
offering from the Company in connection therewith (each such period, a "Hold
Back Period").

SECTION 5. REGISTRATION PROCEDURES. In connection with
the registration obligations of the Company pursuant to and in accordance with
Sections 2 and 3 hereof (and subject to Sections 2 and 3 hereof), the Company
shall use commercially reasonable efforts to effect such registration to permit
the sale of such Registrable Shares in accordance with the intended method or
methods of disposition thereof, and pursuant thereto the Company shall as
expeditiously as practicable (but subject to Sections 2 and 3 hereof):

(a) prepare and file with the SEC a Registration
Statement for the sale of the Registrable Shares on any form for which
the Company then qualifies or which counsel for the Company shall deem
appropriate in accordance with such Holders' intended method or
methods of distribution thereof, subject to Section 2(b) hereof, and,
subject to the Company's right to terminate or abandon a registration
pursuant to Section 3(c) hereof, use commercially reasonable efforts
to cause such Registration Statement to become effective and remain
effective as provided herein;

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(b) prepare and file with the SEC such amendments
(including post-effective amendments) to such Registration Statement,
and such supplements to the related Prospectus, as may be required by
the rules, regulations or instructions applicable to the Securities
Act during the applicable period in accordance with the intended
methods of disposition specified by the Holders of the Registrable
Shares covered by such Registration Statement, make generally
available earnings statements satisfying the provisions of Section
11(a) of the Securities Act (provided that the Company shall be deemed
to have complied with this clause if it has complied with Rule 158
under the Securities Act), and cause the related Prospectus as so
supplemented to be filed pursuant to Rule 424 under the Securities
Act; provided, however, that before filing a Registration Statement or
Prospectus, or any amendments or supplements thereto (other than
reports required to be filed by it under the Exchange Act), the
Company shall furnish to the Holders of Registrable Shares covered by
such Registration Statement and their counsel for review and comment,
copies of all documents required to be filed;

(c) notify the Holders of any Registrable Shares
covered by such Registration Statement promptly and (if requested)
confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and,
with respect to such Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any request by
the SEC for amendments or supplements to such Registration Statement
or the related Prospectus or for additional information regarding such
Holders, (iii) of the issuance by the SEC of any stop order suspending
the effectiveness of such Registration Statement or the initiation of
any proceedings for that purpose, (iv) of the receipt by the Company
of any notifications with respect to the suspension of the
qualification or exemption from qualification of any of the
Registrable Shares for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (v) of the
happening of any event that requires the making of any changes in such
Registration Statement, Prospectus or documents incorporated or deemed
to be incorporated therein by reference so that they will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading;

(d) use commercially reasonable efforts to obtain
the withdrawal of any order suspending the effectiveness of such
Registration Statement, or the lifting of any suspension of the
qualification or exemption from qualification of any Registrable
Shares for sale in any jurisdiction in the United States;

(e) furnish to the Holder of any Registrable
Shares covered by such Registration Statement, each counsel for such
Holders and each managing underwriter, if any, without charge, one
conformed copy of such Registration Statement, as declared effective
by the SEC, and of each post-effective amendment thereto, in each case
including financial statements and schedules and all exhibits and
reports incorporated or deemed to be incorporated therein by
reference; and deliver, without charge, such number of copies of the
preliminary prospectus, any amended preliminary prospectus, each final
Prospectus and any post-effective amendment or supplement thereto, as
such

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Holder may reasonably request in order to facilitate the disposition
of the Registrable Shares of such Holder covered by such Registration
Statement in conformity with the requirements of the Securities Act;

(f) prior to any public offering of Registrable
Shares covered by such Registration Statement, use commercially
reasonable efforts to register or qualify such Registrable Shares for
offer and sale under the securities or blue sky laws of such
jurisdictions as the Holders of such Registrable Shares shall
reasonably request in writing; provided, however, that the Company
shall in no event be required to qualify generally to do business as a
foreign corporation or as a dealer in any jurisdiction where it is not
at the time so qualified or to execute or file a general consent to
service of process in any such jurisdiction where it has not
theretofore done so or to take any action that would subject it to
general service of process or taxation in any such jurisdiction where
it is not then subject;

(g) upon the occurrence of any event contemplated
by paragraph 5(c)(v) above, prepare a supplement or post- effective
amendment to such Registration Statement or the related Prospectus or
any document incorporated or deemed to be incorporated therein by
reference and file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Shares being sold
thereunder (including upon the termination of any Delay Period), such
Prospectus will not contain an untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;

(h) use commercially reasonable efforts to cause
all Registrable Shares covered by such Registration Statement to be
listed on each securities exchange or automated interdealer quotation
system, if any, on which similar securities issued by the Company are
then listed or quoted;

(i) on or before the effective date of such
Registration Statement, provide the transfer agent of the Company for
the Registrable Shares with printed certificates for the Registrable
Shares covered by such Registration Statement, which are in a form
eligible for deposit with The Depository Trust Company;

(j) make available for inspection by any Holder
of Registrable Shares included in such Registration Statement, any
underwriter participating in any offering pursuant to such
Registration Statement, and any attorney, accountant or other agent
retained by any such Holder or underwriter (collectively, the
"Inspectors"), all financial and other records and other information,
pertinent corporate documents and properties of any of the Company and
its subsidiaries and affiliates (collectively, the "Records"), as
shall be reasonably necessary to enable them to exercise their due
diligence responsibilities; provided, however, that the Records that
the Company determines, in good faith, to be confidential and which it
notifies the Inspectors in writing are confidential shall not be
disclosed to any Inspector unless such Inspector signs a

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confidentiality agreement reasonably satisfactory to the Company but
in any event permitting disclosure by an Inspector if either (i) the
disclosure of such Records is necessary to avoid or correct a
misstatement or omission in such Registration Statement or (ii) the
release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction; provided further,
however, that (A) any decision regarding the disclosure of information
pursuant to subclause (i) shall be made only after consultation with
counsel for the applicable Inspectors and the Company and (B) with
respect to any release of Records pursuant to subclause (ii), each
Holder of Registrable Shares agrees that it shall, promptly after
learning that disclosure of such Records is sought in a court having
jurisdiction, give notice to the Company so that the Company, at the
Company's expense, may undertake appropriate action to prevent
disclosure of such Records; and

(k) enter into such agreements (including an
underwriting agreement in form, scope and substance as is customary in
underwritten offerings) and take all such other appropriate and
reasonable actions requested by the Holders of a majority of the
Registrable Shares being sold in connection therewith (including those
reasonably requested by the managing underwriters) in order to
expedite or facilitate the disposition of such Registrable Shares, and
in such connection (i) use commercially reasonable efforts to obtain
opinions of counsel to the Company and updates thereof (which counsel
and opinions (in form, scope and substance) shall be reasonably
satisfactory to the managing underwriters and counsel to the Holders
of the Registrable Shares being sold), addressed to each selling
Holder of Registrable Shares covered by such Registration Statement
and each of the underwriters as to the matters customarily covered in
opinions requested in underwritten offerings and such other matters as
may be reasonably requested by such counsel and underwriters, (ii) use
commercially reasonable efforts to obtain "cold comfort" letters and
updates thereof from the independent certified public accountants of
the Company (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial
data are, or are required to be, included in the Registration
Statement), addressed to each selling Holder of Registrable Shares
covered by the Registration Statement (unless such accountants shall
be prohibited from so addressing such letters by applicable standards
of the accounting profession) and each of the underwriters, such
letters to be in customary form and covering matters of the type
customarily covered in "cold comfort" letters in connection with
underwritten offerings, (iii) if requested and if an underwriting
agreement is entered into, provide indemnification provisions and
procedures substantially to the effect set forth in Section 8 hereof
with respect to all parties to be indemnified pursuant to said
Section. The above shall be done at each closing under such
underwriting or similar agreement, or as and to the extent required
thereunder.

The Company may require each Holder of Registrable Shares
covered by a Registration Statement to furnish such information regarding such
Holder and such Holder's intended method of disposition of such Registrable
Shares as it may from time to time reasonably request in writing. If any such
information is not furnished within a reasonable period of time

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after receipt of such request, the Company may exclude such Holder's
Registrable Shares from such Registration Statement.

Each Holder of Registrable Shares covered by a Registration
Statement agrees that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii),
5(c)(iv) or 5(c)(v) hereof, that such Holder shall forthwith discontinue
disposition of any Registrable Shares covered by such Registration Statement or
the related Prospectus until receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(g) hereof, or until such Holder is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amended or
supplemented Prospectus or any additional or supplemental filings which are
incorporated, or deemed to be incorporated, by reference in such Prospectus
(such period during which disposition is discontinued being an "Interruption
Period") and, if requested by the Company, the Holder shall deliver to the
Company (at the expense of the Company) all copies then in its possession,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Shares at the time of receipt of such
request.

Each Holder of Registrable Shares covered by a Registration
Statement further agrees not to utilize any material other than the applicable
current preliminary prospectus or Prospectus in connection with the offering of
such Registrable Shares.

SECTION 6. REGISTRATION EXPENSES. Whether or not any
Registration Statement is filed or becomes effective, the Company shall pay all
costs, fees and expenses incident to the Company's performance of or compliance
with this Agreement, including (i) all registration and filing fees, including
NASD filing fees, (ii) all fees and expenses of compliance with securities or
blue sky laws, including reasonable fees and disbursements of counsel in
connection therewith, (iii) printing expenses (including expenses of printing
certificates for Registrable Shares and of printing prospectuses if the
printing of prospectuses is requested by the Holders or the managing
underwriter, if any), (iv) messenger, telephone and delivery expenses, (v) fees
and disbursements of counsel for the Company, (vi) fees and disbursements of
all independent certified public accountants of the Company (including expenses
of any "cold comfort" letters required in connection with this Agreement) and
all other persons retained by the Company in connection with such Registration
Statement, (vii) reasonable fees and disbursements of one counsel, other than
the Company's counsel, selected by Holders of a majority of the Registrable
Shares being registered, to represent all such Holders, (viii) fees and
disbursements of underwriters customarily paid by the issuers or sellers of
securities and (ix) all other costs, fees and expenses incident to the
Company's performance or compliance with this Agreement. Notwithstanding the
foregoing, the fees and expenses of any persons retained by any Holder, other
than one counsel for all such Holders, and any discounts, commissions or
brokers' fees or fees of similar securities industry professionals and any
transfer taxes relating to the disposition of the Registrable Shares by a
Holder, will be payable by such Holder and the Company will have no obligation
to pay any such amounts.

SECTION 7. UNDERWRITING REQUIREMENTS. In the case of any
underwritten offering pursuant to either a Demand Registration or a Piggyback
Registration, the

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Company shall select the institution or institutions that shall manage or lead
such offering. No Holder shall be entitled to participate in an underwritten
offering unless and until such Holder has entered into an underwriting or other
agreement with such institution or institutions for such offering in such form
as the Company and such institution or institutions shall determine and has
completed and executed all questionnaires, powers of attorney, indemnities and
other documents reasonably required under the terms of such underwriting
arrangements.

SECTION 8. INDEMNIFICATION. (a) Indemnification by the
Company. The Company shall, without limitation as to time, indemnify and hold
harmless, to the full extent permitted by law, each Holder of Registrable
Shares whose Registrable Shares are covered by a Registration Statement or
Prospectus, the officers, directors and agents and employees of each of them,
each Person who controls each such Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling person, to the fullest
extent lawful, from and against any and all losses, claims, damages,
liabilities, judgment, costs (including, without limitation, costs of
preparation and reasonable attorneys' fees) and expenses (collectively,
"Losses"), as incurred, arising out of or based upon any untrue or alleged
untrue statement of a material fact contained in such Registration Statement or
Prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or based upon any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as the same are based upon
information furnished in writing to the Company by or on behalf of such Holder
expressly for use therein; provided, however, that the Company shall not be
liable to any such Holder to the extent that any such Losses arise out of or
are based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus if (i) having previously
been furnished by or on behalf of the Company with copies of the Prospectus,
such Holder failed to send or deliver a copy of the Prospectus with or prior to
the delivery of written confirmation of the sale of Registrable Shares by such
Holder to the person asserting the claim from which such Losses arise and (ii)
the Prospectus would have corrected in all material respects such untrue
statement or alleged untrue statement or such omission or alleged omission; and
provided further, however, that the Company shall not be liable in any such
case to the extent that any such Losses arise out of or are based upon an
untrue statement or alleged untrue statement or omission or alleged omission in
the Prospectus, if (x) such untrue statement or alleged untrue statement,
omission or alleged omission is corrected in all material respects in an
amendment or supplement to the Prospectus and (y) having previously been
furnished by or on behalf of the Company with copies of the Prospectus as so
amended or supplemented, such Holder thereafter fails to deliver such
Prospectus as so amended or supplemented, prior to or concurrently with the
sale of Registrable Shares.

(b) Indemnification by Holder of Registrable Shares. In
connection with any Registration Statement in which a Holder is participating,
such Holder shall furnish to the Company in writing such information as the
Company reasonably requests for use in connection with such Registration
Statement or the related Prospectus and agrees to indemnify, to the full extent
permitted by law, the Company, its directors, officers, agents or employees,
each Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section

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20 of the Exchange Act) and the directors, officers, agents or employees of
such controlling Persons, from and against all Losses arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in
such Registration Statement or the related Prospectus or any amendment or
supplement thereto, or any preliminary prospectus, or arising out of or based
upon any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading, to the
extent, but only to the extent, that such untrue or alleged untrue statement or
omission or alleged omission is based upon any information so furnished in
writing by or on behalf of such Holder to the Company expressly for use in such
Registration Statement or Prospectus.

(c) Conduct of Indemnification Proceedings. If any
Person shall be entitled to indemnity hereunder (an "indemnified party"), such
indemnified party shall give prompt notice to the party from which such
indemnify is sought (the "indemnifying party") of any claim or of the
commencement of any proceeding with respect to which such indemnified party
seeks indemnification or contribution pursuant hereto; provided, however, that
the delay or failure to so notify the indemnifying party shall not relieve the
indemnifying party from any obligation or liability except to the extent that
the indemnifying party has been prejudiced by such delay or failure. The
indemnifying party shall have the right, exercisable by giving written notice
to an indemnified party promptly after the receipt of written notice from such
indemnified party of such claim or proceeding, to assume, at the indemnifying
party's expense, the defense of any such claim or proceeding, with counsel
reasonably satisfactory to such indemnified party; provided, however, that (i)
an indemnified party shall have the right to employ separate counsel in any
such claim or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless: (1) the indemnifying party agrees to pay such fees and expenses;
(2) the indemnifying party fails promptly to assume the defense of such claim
or proceeding or fails to employ counsel reasonably satisfactory to such
indemnified party; or (3) the named parties to any proceeding (including
impleaded parties) include both such indemnified party and the indemnifying
party, and such indemnified party shall have been advised by counsel that there
may be one or more legal defenses available to it that are inconsistent with
those available to the indemnifying party or that a conflict of interest is
likely to exist among such indemnified party and any other indemnified parties
(in which case the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party); and (ii) subject
to clause (3) above, the indemnifying party shall not, in connection with any
one such claim or proceeding or separate but substantially similar or related
claims or proceedings in the same jurisdiction, arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one firm of attorneys (together with appropriate local counsel) at any time for
all of the indemnified parties, or for fees and expenses that are not
reasonable. Whether or not such defense is assumed by the indemnifying party,
such indemnified party shall not be subject to any liability for any settlement
made without its consent. The indemnifying party shall not consent to entry of
any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release, in form and substance reasonably satisfactory
to the indemnified party, from all liability in respect of such claim or
litigation for which such indemnified party would be entitled to
indemnification hereunder.

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(d) Contribution. If the indemnification provided for in
this Section 8 is unavailable to an indemnified party in respect of any Losses
(other than in accordance with its terms), then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and such indemnified party, on the other
hand, in connection with the actions, statements or omissions that resulted in
such Losses as well as any other relevant equitable considerations. The
relative fault of such indemnifying party, on the one hand, and indemnified
party, on the other hand, shall be determined by reference to, among other
things, whether any action in question, including any untrue statement of a
material fact or omission or alleged omission to state a material fact, has
been taken by, or relates to information supplied by, such indemnifying party
or indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent any such action, statement or
omission. The amount paid or payable by a party as a result of any Losses
shall be deemed to include any legal or other fees or expenses incurred by such
party in connection with any investigation or proceeding. The parties hereto
agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. Notwithstanding the provision of
this Section 8(d), an indemnifying party that is a Holder shall not be required
to contribute any amount which is in excess of the amount by which the total
proceeds received by such Holder from the sale of the Registrable Shares sold
by such Holder (net of all underwriting discounts and commissions) exceeds the
amount of any damages that such indemnifying party has otherwise been required
by pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

SECTION 9. REPORTS UNDER THE EXCHANGE ACT. The Company
agrees to:

(a) file with the SEC in a timely manner all reports and
other documents required to be filed by the Company under the Exchange Act; and

(b) furnish to any Holder, during the term of this
Agreement, as promptly as practicable upon request (i) a written statement by
the Company that it has complied with the current public information and
reporting requirements of Rule 144 under the Securities Act and the Exchange
Act and (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company with the
SEC.

SECTION 10. MISCELLANEOUS. (a) Termination. This
Agreement and the obligations of the Company and the Holders hereunder (other
than Sections 6 and 8 hereof) shall terminate on the first date on which no
Registrable Shares remain outstanding.

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(b) Notices. All notices or communications hereunder
shall be in writing (including telecopy or similar writing), addressed as
follows:

To the Company:

Hearst/Argyle Television, Inc.
[Address]
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone:
Telecopier:

With copies to:

The Hearst Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇

To a Holder of Registrable Shares, at the address of such
Holder below such Holder's name on the signature pages hereof or, if not a
party hereto or on the date hereof, such other address as such Holder may
designate to the Company in writing.

Any such notice or communication shall be deemed given (i)
when made, if made by hand delivery, (ii) upon transmission, if sent by
confirmed telecopier, (iii) one business day after being deposited with a
next-day courier, postage prepaid, or (iv) three business days after being sent
certified or registered mail, return receipt requested, postage prepaid, in
each case addressed as above (or to such other address or to such other
telecopier number as such party may designate in writing from time to time).

(c) Separability. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect.

(d) Assignment. No Holder may assign its rights or
obligations hereunder without the prior written consent of the Company and any
purported assignment in violation hereof shall be null and void. This
Agreement shall be binding upon and inure to the benefit

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of the parties hereto and their respective heirs, devisees, legatees, legal
representatives, successors and permitted assigns.

(e) Entire Agreement. This Agreement represents the
entire agreement of the parties and shall supersede any and all previous
contracts, arrangements or understandings between the parties hereto with
respect to the subject matter hereof.

(f) Amendments and Waivers. Except as otherwise provided
herein, the provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of
Holders of at least a majority in number of the Registrable Shares then
outstanding.

(g) Publicity. No public release or announcement
concerning the transactions contemplated hereby shall be issued by any party
without the prior consent of the other parties, except to the extent that such
party is advised by counsel that such release or announcement is necessary or
advisable under applicable law or the rules or regulations of any securities
exchange or similar authority, in which case the party required to make the
release or announcement shall to the extent practicable provide the other party
with an opportunity to review and comment on such release or announcement in
advance of its issuance.

(h) Expenses. Whether or not the transactions
contemplated hereby are consummated, except as otherwise provided herein, all
costs and expenses incurred in connection with the execution of this Agreement
shall be paid by the party incurring such costs or expenses, except as
otherwise set forth herein.

(i) Interpretation. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

(j) Counterparts. This Agreement may be executed in two
or more counterparts, all of which shall be one and the same agreement, and
shall become effective when counterparts have been signed by each of the
parties and delivered to each other party.

(k) Governing Law. This Agreement shall be construed,
interpreted, and governed in accordance with the internal laws of Delaware.

(l) Calculation of Time Periods. Except as otherwise
indicated, all periods of time referred to herein shall include all Saturdays,
Sundays and holidays; provided, however, that if the date to perform the act or
give any notice with respect to this Agreement shall fall on a day other than a
Business Day, such act or notice may be timely performed or given if performed
or given on the next succeeding Business Day.

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

HEARST/ARGYLE TELEVISION, INC.