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Purchase Agreement - Guy Gannett Communications and Sinclair Communications Inc.

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                               PURCHASE AGREEMENT

                                 by and between

                           GUY GANNETT COMMUNICATIONS

                                       and

                          SINCLAIR COMMUNICATIONS, INC.

                          Dated as of September 4, 1998

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                                TABLE OF CONTENTS

                                                                            Page

                                                                            ----

Article 1.  Sale of Assets; Assumption of Liabilities..........................1
        1.1  Assets to Be Acquired.............................................1
        1.2  Excluded Assets...................................................3
        1.3  Assumption of Liabilities.........................................4
        1.4  Retained Liabilities..............................................5
        1.5  [Intentionally omitted............................................5
        1.6  Closing and Closing Date..........................................5
        1.7  Additional Closing Deliveries.....................................6

Article 2.  Purchase Price.....................................................7
        2.1  Purchase Price; Payment...........................................7
        2.2  Post-Closing Adjustment...........................................8
        2.3  Security Escrow..................................................11
        2.4  Investment of Escrow Amounts.....................................11
        2.5  Allocation of the Purchase Price.................................12

Article 3.  Representations and Warranties Relating to the Company............12
        3.1  Organization and Standing........................................12
        3.2  Binding Agreement................................................12
        3.3  Absence of Conflicting Agreements or Required Consents...........13
        3.4  Equity Investments...............................................13
        3.5  Financial Statements.............................................13
        3.6  Title to Assets; Related Matters.................................14
        3.7  Absence of Certain Changes, Events and Conditions................15
        3.8  Litigation.......................................................16
        3.9  Insurance........................................................16
        3.10  Material Contracts..............................................16
        3.11  Permits and Licenses; Compliance with Law.......................17
        3.12  FCC Licenses....................................................17
        3.13  Environmental Matters...........................................18
        3.14  Employee Benefit Matters........................................18
        3.15  Labor Relations.................................................19
        3.16  Intellectual Property...........................................20
        3.17  Taxes...........................................................20
        3.18  Commissions.....................................................20
        3.19  Affiliate Transactions..........................................21

Article 4.  Representations and Warranties of Purchaser.......................21
        4.1  Organization and Standing........................................21
        4.2  Binding Agreement................................................21
        4.3  Absence of Conflicting Agreements or Required Consents...........21
        4.4  Litigation.......................................................22

                                      -i-

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        4.5  Commissions......................................................22
        4.6  Financing........................................................22
        4.7  Purchaser's Qualification........................................22
        4.8  Accuracy and Completeness of Representations and Warranties......22

Article 5.  Covenants and Agreements..........................................23
        5.1  Conduct of the Business Prior to Closing; Access.................23
        5.2  Post-Closing Covenants and Agreement, and Other Employee Benefit

               Matters........................................................26
        5.3  Cooperation......................................................32
        5.4  Confidentiality..................................................35
        5.5  Public Announcements.............................................35
        5.6  No Solicitation..................................................35
        5.7  No Additional Representations....................................35
        5.8  Certain Payments.................................................36
        5.9  Bulk Sales Laws..................................................36
        5.10  Control of the Stations.........................................37
        5.11  Use of Guy Gannett Name.........................................37

Article 6.  Conditions to Obligations of Purchaser............................37
        6.1  Representations and Warranties...................................37
        6.2  Performance by the Company.......................................37
        6.3  Certificate......................................................37
        6.4  Consents; No Objections..........................................37
        6.5  No Proceedings or Litigation.....................................38
        6.6  [Intentionally omitted]..........................................38
        6.7  FCC Consent......................................................38
        6.8  No Material Adverse Change.......................................38
        6.9  Opinions of Counsel..............................................38
        6.10  Good Standing Certificate.......................................38
        6.11  No Transmission Defects.........................................39

Article 7.  Conditions to Obligations of the Company..........................39
        7.1  Representations and Warranties...................................39
        7.2  Performance by Purchaser.........................................39
        7.3  Certificate......................................................39
        7.4  Consents; No Objections..........................................39
        7.5  No Proceedings or Litigation.....................................39
        7.6  FCC Consent......................................................39
        7.7  Opinion of Counsel...............................................40
        7.8  Good Standing Certificate........................................40

Article 8.  Indemnification...................................................40
        8.1  Indemnification by the Company...................................40
        8.2  Indemnification by Purchaser.....................................40

                                      -ii-

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                                                                            Page

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        8.3  Limitations on Indemnification Claims and Liability; Termination
               of Indemnification.............................................40

        8.4  Computation of Claims and Damages................................41
        8.5  Notice of Claims.................................................42
        8.6  Defense of Third Party Claims....................................42
        8.7  Assignment of Indemnification and Other Rights...................43

Article 9.  Definitions.......................................................44

Article 10.  Miscellaneous Provisions.........................................57
        10.1  Termination Rights..............................................57
        10.2  Litigation Costs................................................58
        10.3  Expenses........................................................58
        10.4  Notices.........................................................58
        10.5  Benefit and Assignment..........................................60
        10.6  Waiver..........................................................60
        10.7  Severability....................................................60
        10.8  Amendment.......................................................61
        10.9  Effect and Construction of this Agreement.......................61
        10.10  Transfer and Conveyance Taxes..................................61
        10.11  Specific Performance...........................................61
        10.12  Survival of Representations, Warranties and Covenants..........62

Article 11.  No Personal Liability for Representatives, Stockholders,
               Directors or Officers..........................................62

                                     -iii-

<PAGE>

                                    Exhibits

Exhibit A         Bill of Sale, Assignment and Assumption Agreement
Exhibit B         Adjustment Escrow Agreement
Exhibit C         Security Escrow Agreement
Exhibit D-1       Opinion of Preti, Flaherty, Beliveau & Pachios
Exhibit D-2       Opinion of Simpson Thacher & Bartlett
Exhibit D-3       Opinion of Dow, Lohnes & Albertson
Exhibit E         [Intentionally omitted]
Exhibit F-1       Sharing Agreement
Exhibit F-2       Sublease Agreement





                                      -iv-

<PAGE>

                               PURCHASE AGREEMENT

     This PURCHASE  AGREEMENT (this "Agreement") made as of September 4, 1998 by
and between GUY GANNETT COMMUNICATIONS,  a Maine corporation (the "Company") and
SINCLAIR  COMMUNICATIONS,  INC.,  a  Maryland  corporation  (together  with  its
successors and permitted assigns, "Purchaser").

                              W I T N E S S E T H :

     WHEREAS,  the Company owns or leases the assets used in connection with the
Company's  broadcast  television  business and the operation of the Stations (as
hereinafter defined);

     WHEREAS,  the Company desires to sell, assign and transfer to Purchaser the
assets and business of the Business (as hereinafter defined) as described below,
and  Purchaser  desires to purchase  and acquire the assets and  business of the
Business as  described  below,  on the terms and subject to the  conditions  set
forth in this Agreement;

     WHEREAS,  the Board of  Directors  and  stockholders  of the  Company  have
approved  the  execution,  delivery  and  performance  of this  Agreement by the
Company and the Board of  Directors of  Purchaser  has  approved the  execution,
delivery and performance of this Agreement by Purchaser.

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

     [A list of defined terms is provided in Article 9 hereof]

     Article 1. Sale of Assets; Assumption of Liabilities.

     1.1 Assets to Be Acquired.  Upon the terms and subject to the  satisfaction
of the  conditions  set forth  herein,  at the Closing,  the Company shall sell,
convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase,
acquire,  accept and pay for, all of the Company's right,  title and interest in
and to all of the real, personal and mixed properties,  assets and other rights,
both tangible and intangible,  (other than the Excluded  Assets) owned or leased
by, or  licensed  to or used or useful by, the  Company on the  Closing  Date in
connection with the Business (collectively, the "Assets").

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

     (a)  the FCC Licenses;

     (b)  the Equipment;

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                                                                               2

          (c) all  translators,  earth stations and other auxiliary  facilities,
     and all applications therefor, owned, leased or otherwise used or useful by
     the Company in connection with the Business;

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

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

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

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

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

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

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

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

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                                                                               3

     Company for tax and accounting purposes;

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

          (m) all  accounts,  notes  and  accounts  receivable  of the  Business
     relating to or arising out of the business and  operations  of the Stations
     immediately preceding the Closing;

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

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

          (p) the assets of the New Pension  Plan and the  Defined  Contribution
     Plan to the extent set forth in Sections 5.2(i) and 5.2(j), respectively;

          (q)  except as set  forth in  Section  1.2(h)  hereof,  all  insurance
     proceeds claims arising out of or related to damage, destruction or loss of
     any property or asset used or useful in connection with the Business to the
     extent of any damage or  destruction  that  remains  unrepaired,  or to the
     extent any property or asset remains unreplaced, at the Closing Date; and

          (r)   the   Company's   rights   under   the    Non-Competition    and
     Non-Solicitation  Agreements identified in Section 1.1(r) of the Disclosure
     Schedules and, to the extent  assignable,  the Company's  rights to enforce
     any  non-competition  provisions  relating to the  Business,  the  Business
     Employees or the Stations  contained in any other written  agreement with a
     Corporate Office Employee.

     1.2 Excluded Assets.  Notwithstanding  anything to the contrary herein, all
of the Company's right,  title and interest in all of the following  properties,
assets and other rights (collectively,  the "Excluded Assets") shall be excluded
from the Assets:

          (a) the corporate books and records of the Company,  including  minute
     books and stock  ledgers,  and copies of business  records  included in the
     Assets acquired by Purchaser that are reasonably required by the Company or
     any Affiliate or  stockholder of the Company in order to permit the Company
     or any of its Affiliates or stockholders to prepare any Tax return or other
     filing or report to be made after the Closing Date;

          (b) the  Excluded  Names and any  trademarks,  service  marks or trade
     names incorporating any of the Excluded Names;

          (c) shares of stock in KOZ inc.;

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                                                                               4

          (d) any of the  properties,  assets or other rights of the Maine Media
     Business;

          (e) the Corporate Office Lease and all furniture, fixtures, equipment,
     office  materials  and supplies,  vehicles and other assets  located at the
     Corporate Office or exclusively used by or relating to the Corporate Office
     or Corporate  Office Employees  including,  without  limitation,  all notes
     receivable  of the  Corporate  Office (none of which arise from the sale of
     television advertising);

          (f) all rights of the Company under this Agreement,  the Bill of Sale,
     Assignment and Assumption  Agreement,  the Maine Media Purchase  Agreement,
     the  Contribution  Agreement,  the  Adjustment  Escrow  Agreement  and  the
     Security Escrow Agreement;

          (g) cash, bank accounts,  cash  equivalents and other similar types of
     investments,  certificates  of  deposit,  U.S.  Treasury  bills  and  other
     marketable securities;

          (h) all insurance  policies,  programs,  reserves and related bonds of
     any nature;  any dividends  payable in respect  thereof;  and any insurance
     proceeds or claims that are  compensation for the loss of an Excluded Asset
     or for the loss of an asset that has been repaired or replaced  (other than
     in violation of this Agreement) prior to the Closing Date;

          (i) all  properties,  assets or other rights sold by the Company prior
     to the Closing Date as permitted by Section 5.1 hereof; and

          (j) all claims, judgments and other rights of any nature to the extent
     related to (i) the items set forth in clauses (a) through (i) above or (ii)
     Retained Liabilities.

     1.3 Assumption of Liabilities. (a) On and after the Closing Date, Purchaser
will assume and agree to perform and fully discharge when due all Liabilities of
the Company (i) solely related to or solely  arising from or in connection  with
the Assets or the Business and (ii) in the case of any Liabilities related to or
arising partly from or in connection  with the Assets or the Business and partly
from any other assets or business of the Company, to the extent such Liabilities
relate to or arise from or in  connection  with the Assets or the  Business  (in
each case including, without limitation, any Claims and Damages arising from the
assignment to Purchaser of any contract or other agreement pursuant to the terms
of this Agreement), whether such Liabilities specified in clause (i) or (ii) are
incurred or arising prior to, on, or after the Closing Date, including,  without
limitation, those obligations of the Company to be assumed by Purchaser pursuant
to Section  5.2  hereof,  other than  Retained  Liabilities  (collectively,  the
"Assumed  Liabilities").  Except as set forth in this  Section 1.3 and except as
otherwise  expressly provided in this Agreement,  Purchaser will assume no other
Liabilities of any kind of description of the Company.

          (b) Without  limiting the  generality of Section  1.3(a)  hereof,  and
notwithstanding any other provision hereof, each of the following is a "Retained
Liability"  (except to the extent  that it is a  Liability  that  decreases  Net
Financial Assets):

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

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                                                                               5

               (ii) any  Liability  for federal,  state or local income taxes of
          the Company, its stockholders and any other Person (other than payroll
          withholding  taxes to the  extent  that they  decrease  Net  Financial
          Assets, which shall constitute Assumed Liabilities);

               (iii) Corporate Office expenses other than those  liabilities for
          certain  Corporate  Office  Employees  set forth in Section 5.2 hereof
          (all of which shall constitute Assumed Liabilities);

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

               (v) any  Liability  assumed or to be  assumed by Newco  under the
          Contribution Agreement;

               (vi)  except  for  the  Company's  obligations  under  a  sharing
          agreement and sublease agreement in the form set forth as Exhibits F-1
          and  F-2  hereto,   any  of  the  Company's   obligations   under  the
          Contribution  Agreement,  the  Maine  Media  Purchase  Agreement,  the
          Adjustment Escrow Agreement or the Security Escrow Agreement;

               (vii) any Liability for dividends; and

               (viii) any  Liabilities  relating to current,  former or inactive
          Corporate  Office  Employees  that are not to be assumed by  Purchaser
          pursuant to Section 5.2 hereof.

     1.4 Retained  Liabilities.  The Company shall retain, and shall continue to
be  responsible  after the Closing Date for, all  Retained  Liabilities  and all
other Liabilities of the Company that are not Assumed Liabilities.

     1.5 [Intentionally omitted.]

     1.6  Closing  and  Closing  Date.  Unless  this  Agreement  shall have been
terminated and the transactions  herein  contemplated shall have been terminated
pursuant to Section 10.1 hereof, the closing (the "Closing") of the transactions
herein  contemplated  shall take place at 10:00 a.m.,  New York City time,  on a
date not  later  than ten days  following  the  satisfaction  or  waiver  of the
conditions set forth in Articles 6 and 7 hereof,  or at such other time and date
as the Company and Purchaser  shall agree (such time and date being  referred to
herein as the "Closing Date"), at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue,  New York, New York, or at such other place as the Company and
Purchaser shall agree. At the Closing, each of the parties hereto shall take, or
cause to be taken, all such actions and deliver,  or cause to be delivered,  all
such  documents,  instruments,  certificates  and other items as may be required
under this Agreement or otherwise,  in order to perform or fulfill all covenants
and  agreements  on its part to be  performed  at or prior to the  Closing.  The
Closing  shall be effective as of 12:01 a.m.,  New York City time, on the day of
the Closing Date.

     1.7 Additional Closing Deliveries. At the Closing:

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                                                                               6

          (a) The Company shall deliver to Purchaser:

               (i) a duly executed  counterpart of the Bill of Sale,  Assignment
          and  Assumption  Agreement  substantially  in the  form  set  forth in
          Exhibit  A  hereto  (the  "Bill  of Sale,  Assignment  and  Assumption
          Agreement");

               (ii)  instruments  of  assignment  with  respect  to  all  of the
          Company's  rights and  interests in real  property  leases and special
          warranty  deeds (of a type  equivalent  to that known in New York as a
          "bargain and sale deed with covenants against  grantor's  actions") in
          recordable form sufficient to convey to Purchaser all of the Company's
          rights and interests in the Real Property;

               (iii)  a  duly  executed  counterpart  of the  Adjustment  Escrow
          Agreement and the Security Escrow Agreement;

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

               (v) all other documents, instruments and writings consistent with
          the  terms of this  Agreement  and  required  to be  delivered  by the
          Company at or prior to the Closing Date pursuant to this Agreement.

          (b) Purchaser shall deliver to Company:

               (i) the Purchase Price in accordance with Section 2.1 hereof;

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

               (iii)  a  duly  executed  counterpart  of the  Adjustment  Escrow
          Agreement and the Security Escrow Agreement; and

               (iv) all other documents, instruments and writings required to be
          delivered by  Purchaser  at or prior to the Closing  Date  pursuant to
          this Agreement.

          (c) Notwithstanding clauses (ii) and (iv) of Section 1.7(a) hereof, at
     the request of  Purchaser,  the Company shall  deliver the  instruments  of
     assignment, conveyance and transfer described in such clauses sufficient to
     convey  the Assets in respect  of any  Station  or  Stations  to such other
     Person as is designated by Purchaser that has obtained the FCC's consent to
     the assignment of the FCC Licenses  relating to such Station or Stations to
     such Person.  Notwithstanding  anything to the  contrary  contained in this
     Agreement,  unless such Person is a wholly owned  subsidiary  of Purchaser,
     such other Person shall be deemed not to be a party to this  Agreement  and
     shall have no legal or equitable rights, benefits or remedies of any nature
     whatsoever under or by reason of this Agreement.

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                                                                               7

     Article 2. Purchase Price.

     2.1 Purchase Price; Payment. (a) In consideration of the sale of the Assets
and the  Business  hereunder,  Purchaser  shall (i) pay the  Company in cash the
aggregate amount of (x) $310,000,000,  plus (y) if the earnings before interest,
taxes,  depreciation and amortization of the Stations for the fiscal year ending
December 26, 1998,  calculated in conformity with GAAP and on a basis consistent
with the basis used in preparing the Unaudited  Financial  Statements as of, and
for year ended,  December  27, 1997  referred to in Section 3.5 hereof,  in each
case after  adding back  corporate  overhead  expense  (to the extent  otherwise
deducted in computing  earnings) and film and program  expenses and  subtracting
actual cash  payments on film and program  contracts  either made or due but not
yet made (in each case adjusted to include one month's payment for each month in
which  any such  payment  is due) and in each  case  excluding  the  results  of
operations  of  WOKR-TV  (Rochester,   New  York)  (the  "1998  BCF"),   exceeds
$12,700,000,  an amount equal to 14.57 times the difference between the 1998 BCF
and  $12,700,000  (but in no event shall the amount of the addition  pursuant to
this clause (y) be more than $7,000,000),  (the "Earnings  Adjustment") plus (if
greater than or equal to zero) or minus (if less than zero), as the case may be,
(z) the amount of the Net Financial Assets as of 11:59 p.m., New York City time,
on the day  immediately  preceding  the  Closing  Date,  subject  to  adjustment
pursuant  to Section  2.2 hereof  (the  "Purchase  Price")  and (ii)  assume the
Assumed Liabilities.

          (b) On or before five Business Days prior to the Closing,  the Company
shall deliver to Purchaser (i) a statement setting forth the amount estimated in
good  faith by the  Company  to be the amount of the  Earnings  Adjustment  (the
"Proposed Earnings Adjustment") and the amount of the Net Financial Assets as of
the  Closing  Date (the  "Estimated  Net  Financial  Assets")  and (ii) a notice
designating the accounts or accounts to which the payment to or on behalf of the
Company pursuant to clause (i) of Section 2.1(c) is to be made.

          (c) At the Closing, Purchaser shall deliver

          (i) the sum of (x)  $299,000,000  plus (if the Estimated Net Financial
     Assets is  greater  than or equal to zero) or minus (if the  Estimated  Net
     Financial  Assets is less than zero), as the case may be, (y) the Estimated
     Net Financial  Assets,  by wire transfer in immediately  available funds to
     the  account or  accounts  designated  by the  Company in  accordance  with
     Section 2.1(b);

          (ii)  the  sum  of (x)  $3,000,000  plus  (y)  the  Proposed  Earnings
     Adjustment,  if  any,  (collectively,  the  "Adjustment  Escrow");  by wire
     transfer in  immediately  available  funds to the  Adjustment  Escrow Agent
     pursuant to the Adjustment Escrow Agreement; and

          (iii)  $8,000,000 by wire transfer in immediately  available  funds to
     the Security Escrow Agent pursuant to the Security Escrow Agreement.

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                                                                               8

     2.2 Post-Closing Adjustment.

          (a) The parties agree that no later than 75 days after the Closing (or
such later date on which such statement reasonably can be prepared and delivered
in light of the  compliance of Purchaser and the Company with their  obligations
set forth in next two  succeeding  sentences),  the  Company  shall  cause to be
prepared  and deliver to Purchaser  (i) a statement of the actual Net  Financial
Assets as of 11:59 p.m.,  New York City time, of the day  immediately  preceding
the Closing Date (the "Closing Statement")  certified by  PriceWaterhouseCoopers
L.L.P.,  independent  accountants  for the  Company,  to be prepared  (except as
otherwise  provided in Section 9 of the Disclosure  Schedule) in conformity with
GAAP and on a basis  consistent  with the basis used in preparing  the Unaudited
Financial  Statements as of, and for the year ended,  December 27, 1997 referred
to  in  Section  3.5  hereof  and  (ii)  a  determination   (the  "Proposed  NFA
Adjustment") of the amount by which the Net Financial  Assets as then determined
by the Company is less than or greater than the Estimated  Net Financial  Assets
(the amount of such excess or shortfall,  together with the adjustment,  if any,
for the amount of the Earnings  Adjustment  as described  below,  is referred to
herein  as the  "Adjustment").  Purchaser  shall  provide  the  Company  and its
independent   accountants  access  at  all  reasonable  times  to  the  relevant
personnel,  properties,  books and records of the Business for such purposes and
to assist the Company and its  independent  accountants in preparing the Closing
Statement. Purchaser's assistance shall include, without limitation, the closing
of the  Business's  books  as of  the  Closing,  the  preparation  of  schedules
supporting  the  amounts  set forth in the  general  ledger and other  books and
records  of the  Business,  and such  other  assistance  as the  Company  or its
independent  accountants  may  reasonably  request.  During  the  30-day  period
following the delivery by the Company of the Closing  Statement and the Proposed
NFA  Adjustment  referred  to in the  first  sentence  of this  Section  2.2(a),
Purchaser  and its  independent  accountants  will be  permitted  to review  the
working papers of the Company and its  independent  accountants  relating to the
preparation  of the Closing  Statement,  the  Proposed  NFA  Adjustment  and the
Proposed Earnings  Adjustment.  If, within 30 days after delivery by the Company
of the Closing Statement and the Proposed NFA Adjustment, Purchaser notifies the
Company  that it  disagrees  with the Closing  Statement  and the  Proposed  NFA
Adjustment and/or the Proposed Earnings Adjustment and the Company and Purchaser
cannot  agree  with  respect  to the  Closing  Statement  and the  Proposed  NFA
Adjustment and/or the Proposed Earnings  Adjustment,  as the case may be, within
five days of the notice of  disagreement  provided by  Purchaser to the Company,
then the  determination  shall be submitted for  resolution  (the  "Resolution")
promptly  to  an  independent  nationally  recognized  accounting  firm  jointly
selected by the Company and Purchaser, whose determination (the "Accounting Firm
Determination") shall be instructed by the parties to be made within 20 days and
be binding upon all parties hereto,  and the fees and expenses of which shall be
borne equally by Purchaser and the Company. In the event that (whether expressly
or by failure of  Purchaser  to provide  notice of any  disagreement  within the
applicable  period)  the  Company  and  Purchaser  agree as to the amount of the
Adjustment  (an  "Adjustment  Agreement")  without  submitting  the  matter  for
Resolution,  the parties shall  deliver a joint  certificate  to the  Adjustment
Escrow Agent  setting  forth the amount of the  Adjustment  Escrow to be paid to
each of the Purchaser and the Company pursuant to this Section 2.2. In the event
of an  Accounting  Firm  Determination,  the  accounting  firm  shall  deliver a
certificate to each of Purchaser,  the Company and the  Adjustment  Escrow Agent
setting forth the amount of the Adjustment.  The amount of Net Financial  Assets
as of 11:59  p.m.,  New York City time,  on the day  immediately  preceding  the
Closing  Date, as  definitively  determined  pursuant to this Section  2.2(a) is
referred to herein as the "Actual Net Financial Assets."

<PAGE>

                                                                               9

          (b)  At  the  Closing,  the  Company,  Purchaser  and  such  financial
institution  as shall have been agreed by the parties  prior to the Closing Date
(together with any successor jointly appointed by the Company and the Purchaser,
the  "Adjustment  Escrow  Agent") shall execute and deliver an escrow  agreement
substantially in the form set forth in Exhibit B hereto (the "Adjustment  Escrow
Agreement").  From and after the Closing,  the Adjustment Escrow Agent shall act
as escrow agent,  pursuant to the Adjustment Escrow Agreement,  in effecting the
payment of the amounts held in the Adjustment Escrow as set forth herein.

          (c)  As  soon  as  practicable  after  the  earlier  of an  Adjustment
Agreement  or an  Accounting  Firm  Determination  (but in any event  within two
Business  Days  after  the   Adjustment   Agreement  or  the   Accounting   Firm
Determination):

          (i) if the sum of the Actual  Net  Financial  Assets and the  Earnings
     Adjustment, if any, used to determine the Adjustment is equal to or greater
     than  the sum of the  Estimated  Net  Financial  Assets  and  the  Proposed
     Earnings Adjustment, then:

               (A) the Adjustment Escrow Agent shall pay to the Company from the
          Adjustment Escrow the full amount of the Adjustment Escrow, and

               (B)  Purchaser  shall pay to the  Company the amount by which the
          sum of the Actual Net  Financial  Assets and the  Earnings  Adjustment
          used to determine the Adjustment  exceeds the sum of the Estimated Net
          Financial Assets and the Proposed Earnings Adjustment;

          (ii) if the sum of the Actual Net  Financial  Assets and the  Earnings
     Adjustment,  if any, used to determine the  Adjustment is less than the sum
     of the Estimated Net Financial Assets and the Proposed Earnings  Adjustment
     but the amount of such shortfall does not exceed the sum of $3 million plus
     the Proposed Earnings Adjustment; then

               (A) The  Adjustment  Escrow Agent shall pay to Purchaser from the
          Adjustment  Escrow an amount  equal to the  amount by which the sum of
          the  Estimated  Net  Financial   Assets  and  the  Proposed   Earnings
          Adjustment exceeded the sum of the Actual Net Financial Assets and the
          Earnings Adjustment used to determine the Adjustment, and

               (B) the Adjustment Escrow Agent shall pay to the Company from the
          Adjustment Escrow the remaining amount of the Adjustment Escrow (after
          giving effect to clause (A) above); and

          (iii) if the sum of the Actual Net  Financial  Assets and the Earnings
     Adjustment,  if any, used to determine the  Adjustment is less than the sum
     of the Estimated Net Financial Assets and the Proposed Earnings  Adjustment
     and the amount of such  shortfall  exceeds  the sum of $3 million  plus the
     Proposed Earnings Adjustment, then

               (A) the  Adjustment  Escrow Agent shall pay to Purchaser from the
          Adjustment Escrow the full amount of the Adjustment Escrow, and

<PAGE>

                                                                              10

               (B) the Security Escrow Agent shall pay to the Purchaser from the
          Security  Escrow an amount equal to the amount by which (x) the sum of
          the  Estimated  Net  Financial   Assets  and  the  Proposed   Earnings
          Adjustment exceeds (y) the sum of the Actual Net Financial Assets plus
          the Earnings  Adjustment  used to  determine  the  Adjustment  plus $3
          million plus the Proposed Earnings Adjustment.

     Each  of  Purchaser  and  the  Company  shall  timely  give  all  necessary
instructions  to the Adjustment  Escrow Agent and the Security Agent so that the
Adjustment  Escrow  and  (if  applicable)  the  Security  Escrow  are  paid  and
distributed in accordance  with this Section  2.2(c).  All payments  pursuant to
this Section 2.2(c) shall be by wire transfer in immediately  available funds to
the account or accounts designated by the Company and/or Purchaser,  as the case
may be, no later than two Business Days prior to such payment.

          (d) Any interest or other investment income earned for the period from
the time that any portion of the Purchase  Price is delivered to the  Adjustment
Escrow Agent pursuant to this Agreement until all amounts held in the Adjustment
Escrow have been distributed in accordance with the Adjustment  Escrow Agreement
while  held by the  Adjustment  Escrow  Agent  shall be paid to the  Company  in
addition  to,  and at the same  time as,  payment  of the  Adjustment  Escrow in
accordance with the terms of this  Agreement;  provided,  however,  that, to the
extent that any portion of the Adjustment  Escrow is paid to Purchaser  pursuant
to of  Section  2.2(c)  hereof,  a pro rata  portion of such  interest  or other
investment  income  (determined  on the basis of the  relative  portions  of the
Adjustment  Escrow  to be  paid to  Purchaser  and  the  Company,  respectively,
pursuant to Section 2.2(c) hereof) shall be instead paid to Purchaser.  Any such
interest or other investment income shall be deemed not to constitute Adjustment
Escrow.

          (e) The Company and Purchaser  shall each be responsible  for one-half
of the fees and expenses of the Adjustment Escrow Agent.

     2.3 Security Escrow.  (a) At the Closing,  the Company,  Purchaser and such
financial  institution  as shall have been  agreed by the  parties  prior to the
Closing Date (together with any successor  jointly  appointed by the Company and
Purchaser,  the  "Security  Escrow  Agent")  shall execute and deliver an escrow
agreement substantially in the form set forth in Exhibit C hereto (the "Security
Escrow Agreement").  From and after the Closing, the Security Escrow Agent shall
act as escrow agent, pursuant to the Security Escrow Agreement, in effecting the
payment of the amounts held in the escrow account (the "Security  Escrow") under
the Security Escrow Agreement.

          (b) Any interest or other investment income earned for the period from
the time that any portion of the  Purchase  Price is  delivered  to the Security
Escrow Agent pursuant to this  Agreement  until all amounts held in the Security
Escrow have been  distributed in accordance with the Security  Escrow  Agreement
while held by the Security  Escrow Agent shall be paid monthly to the Company or
the Fund Holder,  as the case may be;  provided that no such  payments  shall be
made until (i) a determination of whether any payment out of the Security Escrow
pursuant to Section  2.2(c)(iii)(B)  is required and (ii) if so  required,  such
payment has been made; and provided further, that to the extent that any portion
of the Security Escrow is

<PAGE>

                                                                              11

paid to Purchaser pursuant to Section  2.2(c)(iii)(B) hereof, a pro rata portion
of such  interest or other  investment  income  earned  through the date of such
payment (determined on the basis of the relative portions of the Security Escrow
so paid and that not so paid)  shall be instead  paid to  Purchaser  at the time
such portion of the Security Escrow is paid to Purchaser.  Any interest or other
investment  income earned on amounts held in the Security Escrow shall be deemed
not to constitute Security Escrow.

          (c) The Company and Purchaser  shall each be responsible  for one-half
of the fees and expenses of the Security Escrow Agent.

     2.4  Investment  of Escrow  Amounts.  The  Adjustment  Escrow Agent and the
Security  Escrow  Agent  shall each be  authorized  to invest the portion of the
Purchase Price held by it, on receipt of instructions from the Company, in:

          (i) Commercial paper of any corporation  rated at least A-1 by S&P and
     P-1 by Moody's;

          (ii) Negotiable  certificates of deposit of United States banks having
     (A) a long-term  senior debt rating of at least A by S&P and  Moody's,  (B)
     deposits  in excess  of  $2,000,000,000  and (C)  commercial  paper  rating
     designations of at least A-1 by S&P and P-1 by Moody's;

          (iii)  Repurchase  agreements  with any United  States  bank which are
     fully  collateralized  by  direct  obligations  of  the  United  States  or
     obligations  of  agencies  or  sponsored  agencies  of  the  United  States
     government,  excluding in all cases collateralized  mortgage obligations of
     any kind; and

          (iv)  Money  market  instruments  rated at least A-1 by S&P and P-1 by
     Moody's that are restricted to investments described in clause (iii);

provided that in no event shall any investment of the types  described in clause
(i), (ii) or (iv) exceed ten percent of the net assets of the issuer thereof and
provided further that all investments shall have maturity dates on or before the
anticipated dates of the relevant payments hereunder.

     The  Adjustment  Escrow Agent and the  Security  Escrow Agent shall each be
authorized  to  register  securities  held by it in its name or in the name of a
nominee or in bearer form and may deposit any  securities or other property in a
depository or a clearing corporation.

     2.5  Allocation  of the  Purchase  Price.  No later than the Closing  Date,
Purchaser and the Company shall jointly  determine the proper  allocation of the
Purchase  Price among the Stations.  No later than 90 days following the Closing
Date, Purchaser shall engage a nationally  recognized appraiser to determine the
proper   allocation  of  the  Purchase  Price  allocated  to,  and  the  Assumed
Liabilities  relating to, each Station among the Assets of each Station, in each
case in  accordance  with Section 1060 of the Code and the Treasury  Regulations
promulgated  thereunder  (the  "Allocation"),  provided that the parties  hereto
agree  that no part of the  Purchase  Price  shall  be  allocated  to any of the
agreements referred to in Section 1.1(r) hereof. The Allocation shall be binding
upon Purchaser and the Company, and none of the parties hereto

<PAGE>

                                                                              12

shall file, or cause to be filed, any Tax Return,  Internal Revenue Service Form
8594 or other form, or take a position  with any Tax authority or  jurisdiction,
that is  inconsistent  with the Allocation  without  obtaining the prior written
consent  of the  Company  or  Purchaser,  as the  case  may  be.  The  fees  and
disbursements  of appraiser  engaged in connection with the Allocation  shall be
paid by Purchaser.

     Article 3. Representations and Warranties Relating to the Company.

     The Company represents and warrants to Purchaser as follows:

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

     The Company has  previously  made  available  to  Purchaser a complete  and
correct copy of its articles of incorporation and by-laws,  each as currently in
effect.

     3.2 Binding  Agreement.  The Company has all requisite  corporate power and
authority to enter into this  Agreement,  to execute and deliver this Agreement,
the  Bill of  Sale,  Assignment  and  Assumption  Agreement,  to  carry  out its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The execution and delivery of this Agreement,
the Bill of Sale,  Assignment  and  Assumption  Agreement by the Company and the
consummation  by the Company of its  obligations  hereunder and thereunder  have
been duly and validly  authorized  by all necessary  corporate  and  stockholder
action on the part of the Company.  This  Agreement has been, and on the Closing
Date  the  Bill of Sale,  Assignment  and  Assumption  Agreement  will be,  duly
executed  and  delivered  on  behalf  of  the  Company  and,  assuming  the  due
authorization,  execution and delivery by Purchaser,  constitutes a legal, valid
and binding obligation of the Company  enforceable in accordance with its terms,
subject to  applicable  bankruptcy  and  similar  laws  affecting  the rights of
creditors  generally and to general principles of equity (whether applied at law
or equity).

     3.3 Absence of Conflicting  Agreements or Required Consents.  Except as set
forth in Section 3.3 of the Disclosure  Schedule,  the  execution,  delivery and
performance by the Company of this Agreement,  the Bill of Sale,  Assignment and
Assumption Agreement do not and will not (a) violate, conflict with or result in
the breach or default of any  provision  of the  articles  of  incorporation  or
by-laws of the Company, (b) conflict with or violate in any material respect any
material Law or material  Governmental Order applicable to the Company or any of
its properties or assets,  (c) except for (i) the  notification  requirements of
the HSR Act and  (ii)  such  filings  with,  and  orders  of,  the FCC as may be
required  under the  Communications  Act and the FCC's rules and  regulations in
connection with this Agreement and the transactions contemplated hereby, require
any material  consent,  approval,  authorization  or other order of,  action by,
registration or filing with or declaration or notification to any Governmental

<PAGE>

                                                                              13

Authority,  or  (d)  conflict  with,  result  in any  violation  or  breach  of,
constitute a default (or event which with the giving of notice, or lapse of time
or both,  would become a default)  under,  require any consent under, or give to
others  any  rights  of  termination,   amendment,   acceleration,   suspension,
revocation or  cancellation  of, or result in the creation of any Encumbrance on
any of the Assets,  or result in the imposition or  acceleration of any payment,
time of payment,  vesting or increase in the amount of  compensation  or benefit
payable, pursuant to any Material Contract.

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

     3.5  Financial  Statements.  (a) The Company  has  furnished  to  Purchaser
audited  balance sheets for the Company  (including the Maine Media Business) as
of December 28, 1996 and December 27, 1997, and audited statements of income and
retained  earnings,  and cash flows for the years then ended,  all  certified by
Coopers & Lybrand L.L.P.,  independent  accountants,  whose opinions thereon are
included  therein  (collectively  referred to herein as the  "Audited  Financial
Statements").  Except as otherwise  disclosed  in Section 3.5 of the  Disclosure
Schedule, the Audited Financial Statements (including any notes thereto) present
fairly,  in all  material  respects,  the  financial  position  of  the  Company
(including  the Maine Media  Business)  as of December 28, 1996 and December 27,
1997,  and the results of its  operations  and its cash flows for the years then
ended and have been prepared in conformity with GAAP.

          (b) The  Company  has  furnished  to  Purchaser  (i) the  consolidated
balance  sheets for the  Stations as of December  31,  1994,  December 31, 1995,
December  31,  1996  and  December  31,  1997  and  consolidated  statements  of
operations for the years then ended,  in each case as set forth on pages 114 and
115  of  the  Confidential  Memorandum  (excluding,   without  limitation,   any
estimated,  budgeted or projected  information  set forth  therein) and (ii) the
consolidated   balance  sheets  for  the  Stations  as  of  June  30,  1998  and
consolidated  statements of operations for the Stations for the six month period
then ended (the  financial  statements  referred  to in clauses (i) and (ii) are
collectively  referred to herein as the "Unaudited  Financial  Statements"  and,
together with the Audited  Financial  Statements,  the "Financial  Statements").
Except as otherwise  disclosed in Section 3.5 of the  Disclosure  Schedule,  the
Unaudited Financial Statements  (including any notes thereto) present fairly, in
all material respects,  the financial position of the Stations,  as of the dates
thereof and the results of  operations  for the  Stations  for the periods  then
ended and have been prepared in conformity with GAAP.

          (c) Except as set forth in  Section  3.5 of the  Disclosure  Schedule,
there are no liabilities or obligations, secured or unsecured (whether absolute,
accrued,  contingent  or  otherwise,  and whether due or to become due),  of the
Company  with  respect  to the  Stations  of a  nature  required  by  GAAP to be
reflected in a corporate balance sheet,  except such liabilities and obligations
(i) that are adequately accrued or reserved against in the Financial  Statements
or disclosed in the notes  thereto (ii) that were  incurred  after June 30, 1998
either in the ordinary  course of business  consistent  with past practice or in
connection  with the  transactions  contemplated by this Agreement or (iii) that
are immaterial in amount.

     3.6 Title to Assets; Related Matters. Except for Permitted Exceptions or as
disclosed  in Section 3.6 of the  Disclosure  Schedule (i) the Company has good,
valid and  marketable  title (as measured in the context of their  current uses)
to, or, in the case of leased or

<PAGE>

                                                                              14

subleased assets,  valid and subsisting  leasehold interests (as measured in the
context of their current uses) in, or otherwise has the right to use, all of the
Assets,  free and  clear of all  Encumbrances  (except  for any  assets  sold or
otherwise  disposed  of, or with  respect to which the lease,  sublease or other
right to use such Asset has expired or has been  terminated,  in each case after
the date hereof solely to the extent  permitted  under Section  5.1(a)  hereof),
(ii) each lease or sublease  pursuant to which any Leased  Property is leased by
the Company is legal,  valid and binding on the  Company  and, to the  Company's
Knowledge,  the other  parties  thereto  and grants the  leasehold  interest  it
purports to grant, including,  without limitation,  any rights to nondisturbance
and peaceful and quiet enjoyment that may be contained therein, and the Company,
and to the Company's Knowledge each other party thereto, is in compliance in all
material  respects with the provisions of such leases and  subleases,  (iii) the
Assets, together with the Excluded Assets,  constitute all the assets and rights
of the Company and its Affiliates  used in or necessary for the operation of the
Business as  currently  conducted,  (iv) except for  Equipment  scheduled  to be
replaced by the Company's capital expenditure budget, the Real Property,  Leased
Property and Equipment is, in all material respects, in good operating condition
and  repair  (ordinary  wear and tear  excepted)  taking  into  account  the age
thereof, (v) there are no contractual or legal restrictions to which the Company
is a party or by which the Real  Property is  otherwise  bound that  preclude or
restrict in any material respect the Company's  ability to use the Real Property
for the purposes for which it is currently being used and (vi) no portion of the
Real  Property  or Leased  Property  is the  subject  of, or  affected  by,  any
condemnation,  eminent  domain  or  inverse  condemnation  proceeding  currently
instituted or, to the Company's Knowledge,  threatened. On the Closing Date, the
Company shall sell, convey, assign, transfer and deliver to Purchaser all of the
Company's right, title and interest in and to all of the Assets,  free and clear
of all Encumbrances other than Permitted Exceptions,  Encumbrances  disclosed in
Section 3.6 of the Disclosure Schedule and Encumbrances arising from Purchaser's
acts.  Schedule  1.1(d)  contains a true and correct  list of all Real  Property
owned by the Company used in the Business (other than the Excluded Assets).

     3.7 Absence of Certain Changes, Events and Conditions. Since June 30, 1998,
except as otherwise provided in or contemplated by this Agreement,  as disclosed
in Section 3.7 of the Disclosure Schedule:

          (a) Other than in the ordinary course of business consistent with past
     practice,  the  Company  has  not  sold,  transferred,  leased,  subleased,
     licensed or otherwise disposed of any material assets used in the Business,
     other than the sale of obsolete Equipment;

          (b) (i) the Company has not granted any  increase,  or  announced  any
     increase,  in  the  wages,  salaries,  compensation,  bonuses,  incentives,
     pension  or  other  benefits  payable  to any of  the  Business  Employees,
     including,  without  limitation,  any  increase  or change  pursuant to any
     Employee  Benefit Plan, or (ii)  established,  increased or accelerated the
     payment or vesting of any  benefits  under any  Employee  Benefit Plan with
     respect to  Business  Employees,  in either  case except (A) as required by
     Law, (B) that involve only increases  consistent with the past practices of
     the Company or (C) as required under any existing agreement or arrangement;

          (c) the  Company  has not made any  material  change in any  method of
     accounting or accounting practice or policy used by the Company, other than
     changes required by

<PAGE>

                                                                              15

     law or under GAAP;

          (d) the Company has not suffered any  extraordinary  casualty  loss or
     damage with respect to any material assets used in the Business, whether or
     not covered by insurance;

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

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

          (g) the Company has not created,  incurred,  assumed or guaranteed any
     Indebtedness, except for net borrowings under existing lines of credit;

          (h) other than in the ordinary course of business, the Company has not
     compromised,  settled,  granted  any  waiver  or  release  relating  to, or
     otherwise adjusted any Action,  material  Liabilities or any other material
     claims or material rights of the Business; and

          (i)  the  Company  has  not  entered  into  any  agreement,  contract,
     commitment or arrangement to do any of the foregoing.

     3.8  Litigation.  Except as  disclosed  in  Section  3.8 of the  Disclosure
Schedule,  as of the date hereof,  (i) there are no Actions  against the Company
relating to the Business or the Assets pending,  or, to the Company's Knowledge,
threatened to be brought by or before any  Governmental  Authority,  (ii) to the
Company's Knowledge, the Company is not subject to any Governmental Orders (nor,
are  there  any  such  Governmental  Orders  threatened  to be  imposed  by  any
Governmental  Authority)  relating to the Business or the Assets and (iii) there
is no Action pending, or, to the Company's  Knowledge,  threatened to be brought
before any Governmental Authority,  that seeks to question, delay or prevent the
consummation of the transactions contemplated hereby.

     3.9 Insurance.  Section 3.9 of the Disclosure  Schedule lists all insurance
policies  of the  Company as of the date  hereof  relating  to the Assets or the
Business (the "Insurance  Policies").  Except as set forth in either Section 3.9
or Section 3.14 of the Disclosure Schedule,  (i) all insurance policies relating
to the Assets or  Business  to which the  Company is a party or under  which the
Assets or the Business is covered (or replacement policies therefor) are in full
force  and  effect,  and the  Company  has paid all  premiums  due and is not in
default,  (ii) no notice of  cancellation  or  non-renewal  with  respect to, or
disallowance  of any claim  under,  any such  policy  has been  received  by the
Company and (iii) to the Company's  Knowledge,  the Company has not been refused
insurance with respect to the Business or Assets,  nor has coverage with respect
to the Business or Assets been previously  canceled or limited, by an insurer to
which the Company has applied for such insurance,  or with which the Company has
held insurance, within the last three years.

     3.10 Material Contracts. Section 3.10 of the Disclosure Schedule sets forth
all Material Contracts,  including,  without limitation, all amendments thereof,
as of the date hereof.

<PAGE>

                                                                              16

Complete and accurate copies of all written Material Contracts listed in Section
3.10 of the Disclosure  Schedule and accurate summaries of the material terms of
all oral Material  Contracts  have been delivered or made available to Purchaser
(except as otherwise noted therein).  Except as set forth in Section 3.10 of the
Disclosure  Schedule,  (1) each  Material  Contract  and each other  contract or
agreement  that is material to the  Business is legal,  valid and binding on the
Company and, to the  Company's  Knowledge,  the other parties  thereto,  (2) the
Company is not in default  under any  Material  Contract  or other  contract  or
agreement  that is material to the  Business and no event has occurred or failed
to occur  that,  with or  without  the  giving of notice or the lapse of time or
both,  would  result in such a default and (3) to the  Company's  Knowledge,  no
other party to any  Material  Contract or other  contract or  agreement  that is
material to the Business has breached or is in default thereunder.

     3.11  Permits and  Licenses;  Compliance  with Law.  Except as disclosed in
Section 3.11 of the Disclosure Schedule, (i) the Company currently holds all the
material  permits,  licenses,  authorizations,   certificates,   exemptions  and
approvals  of  Governmental  Authorities  or other  Persons  including,  without
limitation,  Environmental Permits,  necessary for the current operation and the
conduct (as it is being conducted  prior to the Closing) of the Business,  other
than  the  FCC  Licenses  (which  are  provided  for  in  Section  3.12  hereof)
(collectively,  "Permits"),  and all  material  Permits  are in full  force  and
effect,  (ii) since  November 1, 1996,  the Company has not received any written
notice  from  any  Governmental  Authority  revoking,   canceling,   rescinding,
modifying or refusing to renew any  material  Permit and (iii) the Company is in
material compliance with the requirements of all material Permits.

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

     3.12 FCC  Licenses.  Except as disclosed in Section 3.12 of the  Disclosure
Schedule,  (i) the Company holds the FCC Licenses  listed in Section 3.12 of the
Disclosure Schedule, which FCC Licenses expire on the respective dates set forth
in Section 3.12 of the Disclosure Schedule;  (ii) Section 3.12 of the Disclosure
Schedule sets forth a true and complete list of any and all pending applications
filed with the FCC by the Company,  true and complete  copies of which have been
delivered to Purchaser or made available for inspection by Purchaser;  (iii) the
FCC Licenses listed in Section 3.12 of the Disclosure Schedule constitute all of
the licenses and  authorizations  required under the  Communications Act and the
current rules and regulations of the FCC in connection with the operation of the
Stations as  currently  operated;  (iv) the FCC  Licenses  are in full force and
effect through the dates set forth in Section 3.12 of the  Disclosure  Schedule,
and there is not pending or, to the  Knowledge of the Company,  threatened,  any
action by or before the FCC to revoke,  suspend,  cancel,  rescind,  modify,  or
refuse to renew in the ordinary course any of the FCC Licenses; (v) the Stations
are  operating in  compliance  with the FCC Licenses  and in  compliance  in all
material  respects  with  the  Communications  Act and  the  current  rules  and
regulations of the FCC and have been assigned digital television

<PAGE>

                                                                              17

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

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

     3.14 Employee Benefit Matters.  The Company has made available to Purchaser
copies of all material  Employee Benefit Plans (including,  without  limitation,
all plans governed by ERISA,  providing  pension  benefits or providing  health,
life  insurance or  disability  benefits),  which plans are set forth in Section
3.14 of the  Disclosure  Schedule.  Except as set forth in  Section  3.14 of the
Disclosure Schedule,  all such Employee Benefit Plans are in compliance with the
terms of the applicable plan and the  requirements  prescribed by applicable law
currently in effect with respect thereto  (including  Sections 4980B and 5000 of
the  Code),  and  the  Company  has  performed  in  all  material  respects  all
obligations required to be performed by it under, and is not in default under or
in violation of, any of the terms of such Employee  Benefit Plans where any such
noncompliance,  nonperformance,  default or violation would,  individually or in
the  aggregate,  be  reasonably  expected  to result in  liability  in excess of
$25,000. The Company has no post-retirement  welfare obligations with respect to
the Business for other than Business  Employees of WGME-TV and Corporate  Office
Employees.  The Company has not incurred,  and, to the Knowledge of the Company,
no event,  transaction  or condition  has occurred or exists which is reasonably
expected to result in the  occurrence  of, any liability to the Pension  Benefit
Guaranty  Corporation  (other than contributions to the plan and premiums to the
Pension Benefit Guaranty Corporation,  which in either event are not in default)
or any  "withdrawal  liability"  within the meaning of Section 4201 of ERISA, or
any other  liability  pursuant to Title I or IV of ERISA or the penalty,  excise
tax or joint and several  liability  provisions of the Code relating to employee
benefit  plans,  in any such case  relating to any Employee  Benefit Plan or any
pension  plan  maintained  by any company that during the last five years was or
currently  would be treated as a single  employer with the Company under Section
4001  of  ERISA  or  Section  414 of the  Code  (an  "ERISA  affiliate"),  where
individually  or in the  aggregate,  in any of such events,  any such  liability
would be in  excess of  $25,000.  Except  as set  forth in  Section  3.14 of the
Disclosure Schedule and except for such matters that would not,  individually or
in the aggregate,

<PAGE>

                                                                              18

reasonably  be  expected  to result in  liability  in  excess of  $25,000,  each
Employee  Benefit Plan intended to be "qualified"  within the meaning of Section
401(a) of the Code has received a favorable  determination letter that such plan
is so qualified and the trusts  maintained  thereunder  are exempt from taxation
under  Section  501(a)  of the  Code  and,  to  the  Company's  Knowledge  is so
qualified,  and no such Employee Benefit Plan holds employer securities.  Except
as set forth in Section 3.14 of the Disclosure Schedule, neither the Company nor
any ERISA  Affiliate  has ever made or been  obligated to make, or reimbursed or
been  obligated  to  reimburse  another  employer  for,   contributions  to  any
multiemployer  plan (as defined in ERISA Section 3(37)).  Except as set forth in
Section 3.14 of the  Disclosure  Schedule,  the Employee  Benefit  Plans are not
presently  under  audit or  examination  (and  have  not  received  notice  of a
potential audit or examination) by any  governmental  authority,  and no matters
are pending with respect to the Qualified Plan under any governmental compliance
programs.  With  respect  to each  Employee  Benefit  Plan,  there  have been no
violations  of  Code  Section  4975 or  ERISA  Sections  404 or 406 as to  which
successful claims would,  individually or in the aggregate,  result in liability
in excess of $25,000 for the Company or any Person required to be indemnified by
it. Except as set forth in Section 3.14 of the Disclosure Schedule and except as
expressly  provided in this  Agreement,  the  consummation  of the  transactions
contemplated  by this  Agreement  will not (i)  entitle  any  current  or former
employee  or officer of the Company or any ERISA  affiliate  to  severance  pay,
unemployment  compensation  or other  payment,  or (ii)  accelerate  the time of
payment or vesting, or increase the amount of compensation due any such employee
or officer. There are no pending, or, to the Company's Knowledge,  threatened or
anticipated claims by or on behalf of any Employee Benefit Plan, by any employee
or beneficiary covered under any such plan, or otherwise involving any such plan
(other than routine claims for benefits)  where any such pending,  threatened or
anticipated  claims  would,  individually  or in the  aggregate,  reasonably  be
expected  to result in  liability  in excess of $25,000.  The $25,000  liability
threshold in this  Section 3.14 is intended to apply only to this Section  3.14,
and is in no way  intended to be used in defining  materiality  anywhere in this
Agreement.

     3.15 Labor Relations.  Section 3.15 of the Disclosure Schedule sets forth a
list of all labor organizations  recognized as representing the employees of the
Business.  Complete and accurate copies of all collective  bargaining agreements
and  other  labor  union  contracts  between  the  Company  and any  such  labor
organizations have been delivered or made available to Purchaser.  Other than as
set forth in Section  3.15 of the  Disclosure  Schedule,  (i) the Company is not
party to any  collective  bargaining  agreement  or other labor  union  contract
applicable to employees of the Business, (ii) there are no strikes, slowdowns or
work stoppages pending or, to the Company's  Knowledge,  threatened  between the
Company and any  employees of the  Business and the Company has not  experienced
any such strike,  slowdown,  or work stoppage within the past two years, in each
case other than any such strike, slowdown or work stoppage after the date hereof
arising out of or relating to the transactions  contemplated hereby, (iii) there
are no unfair labor practice complaints pending or, to the Company's  Knowledge,
threatened against the Business relating to employees of the Business before the
National Labor  Relations Board or any other  Governmental  Authority or, to the
Company's  Knowledge,  any  current  union  representation  questions  involving
employees of the Business and (iv) the Company is in  compliance in all material
respects with its obligations  under all Laws and Governmental  Orders governing
its employment  practices with respect to employees of the Business,  including,
without  limitation,  provisions relating to wages, hours and equal opportunity,
employment discrimination,  workers' compensation, family and medical leave, the
Immigration Reform and Control Act, and

<PAGE>

                                                                              19

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

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

     3.17 Taxes.  Except as disclosed in Section 3.17 of the Disclosure Schedule
and except relating  exclusively to the Maine Media  Business,  (a) all material
Tax Returns  required to be filed by the Company  have been timely filed and all
such Tax  Returns are correct and  complete in all  material  respects;  (b) all
Taxes  required to be paid by the  Company,  whether or not shown as due on such
Tax  Returns,  have been  timely  paid other  than such  Taxes,  if any,  as are
described in Section 3.17 of the Disclosure  Schedule and are being contested in
good faith and as to which  adequate  reserves  (determined  in accordance  with
GAAP) have been provided in the Company's financial statements;  (c) there is no
action,  suit,  proceeding,  investigation,  audit or claim  pending  or, to the
Company's  Knowledge,  threatened  with  respect to Taxes of the  Company or for
which the Company may be liable, and no adjustment relating to such Taxes of the
Company  has  been  proposed  in  writing  by  any  Tax  authority  and  remains
unresolved;  (d) there are, and immediately  prior to the Closing there will be,
no Tax liens on any of the  assets of the  Company  (other  than liens for Taxes
that  are not yet due and  payable);  and (e) all  Taxes  that  the  Company  is
required to withhold or collect have been duly withheld or collected and, to the
extent required, have been paid to the proper Tax authority.

     3.18 Commissions. With the exception of any responsibility that the Company
has to Lazard Freres & Co. LLC,  whose fee will be paid by the Company,  and the
fees and  incentive  compensation  set forth in Section  3.18 of the  Disclosure
Schedule,  which fees and compensation will be paid by the Company,  there is no
broker or finder or other  Person who has any valid claim  against the  Company,
Purchaser,  or any of their  respective  Affiliates  or any of their  respective
assets for a  commission,  finders'  fee,  brokerage fee or other similar fee in
connection with this Agreement,  or the  transactions  contemplated  hereby,  by
virtue of any actions taken by on or behalf of the Company,  its stockholders or
the Company's officers,

<PAGE>

                                                                              20

employees or agents.

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

     3.20  Accuracy and  Completeness  of  Representations  and  Warranties.  No
representation  or warranty  made by the Company in this  Article 3 contains any
untrue  statement of a material fact or omits a material fact necessary in order
to make the representation or warranty not misleading.

     Article 4. Representations and Warranties of Purchaser.

     Purchaser represents and warrants to the Company as follows:

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

     4.2 Binding  Agreement.  Purchaser  has all requisite  corporate  power and
authority to enter into this  Agreement,  to execute and deliver this  Agreement
and the Bill of Sale,  Assignment  and  Assumption  Agreement,  to carry out its
obligations   hereunder  and  thereunder  and  to  consummate  the  transactions
contemplated  hereby and thereby.  The execution and delivery of this  Agreement
and the Bill of Sale,  Assignment and Assumption  Agreement by Purchaser and the
consummation by Purchaser of its obligations  hereunder and thereunder have been
duly and validly authorized by all necessary corporate and stockholder action on
the part of Purchaser.  This  Agreement  has been and, on the Closing Date,  the
Bill of Sale,  Assignment  and  Assumption  Agreement  will be duly executed and
delivered on behalf of Purchaser and, assuming the due authorization,  execution
and delivery by the Company,  constitutes a legal,  valid and binding obligation
of Purchaser  enforceable  in accordance  with its terms,  subject to applicable
bankruptcy and similar laws  affecting the rights of creditors  generally and to
general principles of equity (whether applied at law or equity).

     4.3 Absence of Conflicting  Agreements or Required Consents.  Except as set
forth in Section 4.3 of the Disclosure  Schedule,  the  execution,  delivery and
performance by Purchaser of this Agreement and the Bill of Sale,  Assignment and
Assumption Agreement do not and will not (a) violate, conflict with or result in
the  breach or  default of any  provision  of the  certificate  or  articles  of
incorporation  or  by-laws  of  Purchaser,   (b)  materially  conflict  with  or
materially violate any material Law or material Governmental Order applicable to
Purchaser  or  any  of  its  properties  or  assets,  (c)  except  for  (i)  the
notification requirements of the HSR Act, (ii) such filings with, and orders of,
the FCC as may be required under the Communications Act and

<PAGE>

                                                                              21

the FCC's  rules and  regulations  in  connection  with this  Agreement  and the
transactions   contemplated  hereby  and  (iii)  such  matters  that  would  not
reasonably be expected to  materially  impair or delay the  consummation  of the
transactions contemplated hereby, require any consent,  approval,  authorization
or other order of,  action by,  registration  or filing with or  declaration  or
notification to any Governmental Authority or any other Person or (d) except for
such matters that would not reasonably be expected to materially impair or delay
the consummation of the transaction  contemplated hereby,  conflict with, result
in any  violation  or breach of,  constitute  a default (or event which with the
giving of  notice,  or lapse of time or both,  would  become a  default)  under,
require  any  consent  under,  or give to  others  any  rights  of  termination,
amendment, acceleration, suspension, revocation or cancellation of, or result in
the creation of any  Encumbrance on any of the  Purchaser's  assets pursuant to,
any note, bond, mortgage or indenture,  contract,  agreement,  lease,  sublease,
license or permit,  or franchise  to which  Purchaser is a party or by which its
assets are bound.

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

     4.5 Commissions.  With the exception of any  responsibility  that Purchaser
has to Salomon Smith Barney Inc. whose fees will be paid by Purchaser,  there is
no broker or finder or other Person who has any valid claim against the Company,
Purchaser,  any of their respective Affiliates or any of their respective assets
for a commission, finders' fee, brokerage fee or other similar fee in connection
with this Agreement,  or the transactions  contemplated hereby, by virtue of any
actions  taken by on or behalf  of  Purchaser,  or its  officers,  employees  or
agents.

     4.6 Financing.  Purchaser will at Closing have sufficient  funds to pay the
Purchase  Price  pursuant  to  this  Agreement  and  otherwise  to  satisfy  its
obligations hereunder.

     4.7  Purchaser's  Qualification.  Except as set forth in Section 4.7 of the
Disclosure  Schedule,  (i) Purchaser  does not know of any fact or  circumstance
that  could  reasonably  be  expected  to result  in a  finding  by the FCC that
Purchaser is not qualified legally,  financially or otherwise to be the licensee
of the Stations as its operations are now being conducted and (ii) except as set
forth in Section 4.7 of the Disclosure Schedule,  Purchaser does not know of any
policy, rule,  regulation or ruling of the FCC that could reasonably be expected
to be violated by the acquisition of the Stations by Purchaser.

     4.8  Accuracy  and  Completeness  of  Representations  and  Warranties.  No
representation  or warranty  made by  Purchaser  in this  Article 4 contains any
untrue  statement of a material fact or omits a material fact necessary in order
to make the representation or warranty not misleading.

<PAGE>

                                                                              22

     Article 5. Covenants and Agreements.

     5.1 Conduct of the Business Prior to Closing; Access. The Company covenants
as follows:

          (a) Between the date hereof and the Closing, except as contemplated by
     this  Agreement or as described in either Section 3.7 or Section 5.1 of the
     Disclosure Schedule, or except with the consent of Purchaser (which consent
     shall not be unreasonably withheld),  the Company will operate the Business
     in the ordinary course of business  consistent with past practice and shall
     use commercially reasonable efforts to (1) preserve intact the Business and
     preserve the Business's relationships with customers, suppliers, licensees,
     licensors,  the networks with whom the Stations are  affiliated  and others
     having  business  dealings with the Stations,  (2) maintain the  Business's
     inventory  of  supplies,  parts and other  materials  and keep its books of
     account, records and files, in each case in the ordinary course of business
     consistent  with past  practice,  (3) maintain  the material  items of Real
     Property,  Leased  Property and  Equipment  substantially  in their present
     condition,  ordinary wear and tear excepted,  (4) pay or discharge all cash
     and  barter  obligations  in the  ordinary  course of  business,  (5) bring
     current as of the Closing Date all payments due and payable  under  Program
     Contracts  in  accordance  with their terms as in effect on the date hereof
     (with  respect to Program  Contracts  existing as of the date hereof) or on
     the date originally entered into (with respect to Program Contracts entered
     into after the date  hereof)  and (6)  maintain  its  corporate  existence.
     Without  limiting the generality of the foregoing,  between the date hereof
     and the Closing,  except as  contemplated by this Agreement or as described
     in either Section 3.7 or Section 5.1 of the Disclosure Schedule,  or except
     with the consent of  Purchaser  (which  consent  shall not be  unreasonably
     withheld,  except in the case of any consent  relating to the entering into
     of any  Program  Contract  providing  for  payments in excess of $30,000 or
     having a term greater than one year (other than any Program  Contract  that
     will be fully satisfied, discharged and performed prior to the Closing), in
     which case  Purchaser  may grant or withhold  its  consent in its  absolute
     discretion  (and the  parties  hereto  further  agree that no such  consent
     unreasonably  withheld shall be taken into account in any  determination of
     whether a Material  Adverse Effect has occurred),  and any consent shall be
     deemed given unless  withheld in writing no later than four  Business  Days
     after  Purchaser's  receipt of a written  request  for such  consent),  the
     Company will not with respect to the Business:

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

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

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

<PAGE>

                                                                              23

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

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

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

               (vii) make any capital  expenditures in excess of $500,000 in the
          aggregate  that  are  not  contemplated  in the  capital  improvements
          budgeted for 1998;

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

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

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

               (xi)  enter  into  any new  agreement,  contract,  commitment  or

<PAGE>

                                                                              24

          arrangement  with any  Affiliate  of the Company  that will be binding
          upon Purchaser, the Assets or the Stations after the Closing;

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

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

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

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

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

          (b) Pending the Closing, the Company shall:

               (1) Give to Purchaser and its  representatives  reasonable access
          during  normal  business  hours to all of the  employees,  properties,
          books  and  records  of the  Company  and  furnish  Purchaser  and its
          representatives  with  such  information  concerning  the  Company  as
          Purchaser  may   reasonably   require,   including   such  access  and
          cooperation   as  may  be  necessary  to  allow   Purchaser   and  its
          representatives  to interview the employees,  to examine the books and
          records of the Company, and to inspect the Real Property and Equipment
          (which  right of access  shall not be exercised in any way which would
          unreasonably  interfere  with  the  normal  operations,   business  or
          activities of the Company);

               (2)  Furnish  to  Purchaser  within 20 days after the end of each
          month  ending  between the date of this  Agreement  and the Closing an
          unaudited statement of income and expense and a balance sheet for each
          Station for the month just ended; and

               (3) From  time to time,  furnish  to  Purchaser  such  additional
          information   (financial  or  otherwise)  concerning  the  Company  as
          Purchaser may reasonably  request (which right to request  information
          shall not be exercised in any way

<PAGE>

                                                                              25

          which  would  unreasonably   interfere  with  the  normal  operations,
          business or activities of the Company).

          (c) Pending the Closing, the Company will maintain the validity of the
     FCC Licenses and comply with all requirements and the rules and regulations
     of the FCC in the  operation  of the  Stations  and will prepare and timely
     file with the FCC and diligently  prosecute any necessary  applications for
     renewal of the FCC Licenses and for  construction  permit  applications for
     digital television channels. The Company will deliver to Purchaser,  within
     ten  Business  Days  after  delivery  or  receipt,  copies of any  reports,
     applications or  communications  to or from the FCC or its staff related to
     the  Stations  which are  delivered  or  received  between the date of this
     Agreement and the Closing Date.

          (d) Pending the  Closing,  the Company will  maintain  the  Business's
     promotional  activities and  expenditures  in the aggregate in all material
     respects  in  accordance  with  the  Company's  budget  and  will  use  its
     reasonable  best  efforts  to  maintain  all  affiliation  agreements  with
     television networks for the Stations.

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

          (b) Effective as of the Closing,  Purchaser shall offer  employment to
all then  employees of the Business,  on such terms and  conditions as Purchaser
shall establish (except that base cash compensation shall be comparable to their
existing  base  cash  compensation),  subject  to the  terms  of any  collective
bargaining   agreement  assumed  by  Purchaser  under  Section  5.2(e)  and  any
employment  agreements  with  specific  Business  Employees,  and  shall  assume
responsibility for all inactive employees of the Business,  subject to the terms
of  this  Section  5.2 and  the  collective  bargaining  agreements  assumed  by
Purchaser  under Section  5.2(e);  provided,  however,  that any employee of the
Business who is not actively employed on the day of the Closing shall be offered
employment  by Purchaser  following the end of any inactive  period  (whether on
<PAGE>

                                                                              26

account of leave, layoff,  injury or disability) but only to the extent that the
Company would have been obligated to offer active employment to such person upon
the end of such inactive period.  Notwithstanding the foregoing, Purchaser shall
not have any  obligation  to offer  employment to any employees of the Corporate
Office  ("Corporate  Office  Employees"),  as described in Section 5.2(b) of the
Disclosure  Schedule,  and its only obligations with respect to Corporate Office
Employees  shall be to provide such  benefits to Corporate  Office  Employees to
which they would be entitled under the benefit plans assumed by Purchaser  under
Section 5.2(f), except under the New Pension Plan, and to provide COBRA benefits
to the extent set forth in Section  5.2(k).  Nothing in this  Section  5.2(b) is
intended to limit the ability of Purchaser to terminate  the  employment  of any
employee after the Closing.

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

          (d) Purchaser  will assume and indemnify and hold harmless the Company
Indemnified  Parties against all Liabilities with respect to severance  benefits
arising in connection  with or following the Closing  pursuant to the agreements
set forth in Sections 3.14.1 and 3.14.2 of the Disclosure  Schedule  (subject to
the  right of  recovery  set  forth  in  Section  5.8(a)),  or  pursuant  to any
collective  bargaining  agreement or other  agreements  with Business  Employees
assumed  either  pursuant to this Agreement or by operation of law. With respect
to all current and inactive Business Employees  immediately prior to the Closing
not covered by the agreements  referenced in the immediately preceding sentence,
(x) for a period ending not less than one year after the Closing  Purchaser will
provide such Business  Employees with the same  severance  benefits as Purchaser
provides for similarly  situated  employees of Purchaser (which benefits,  as of
the date hereof, are described in Section 5.2(d) of the Disclosure Schedule) and
(y)  Purchaser   will  assume  and  indemnify  and  hold  harmless  the  Company
Indemnified  Parties against all Liabilities with respect to severance  benefits
arising in connection with or following the Closing.

          (e) From and after the  Closing,  Purchaser  shall  assume  all of the
collective bargaining agreements (including, without limitation, pursuant to the
specified provisions of the

<PAGE>

                                                                              27

collective  bargaining  agreements  set forth in Section  5.2 of the  Disclosure
Schedule)  and other labor  contracts  with  respect to any  Business  Employees
existing immediately prior to the Closing.

          (f) From and after the Closing,  Purchaser shall assume sponsorship of
the  WOKR-TV   Partners   401(k)  Plan,   the  New  Pension  Plan,   and  assume
responsibilities  of all Employee  Benefits  Plans that provide  post-retirement
life insurance or health, or short-term or long-term  disability benefits and be
responsible for any benefits under such Employee  Benefit Plans (i) to which any
current, former or inactive Business Employee or Corporate Office Employee, or a
beneficiary or dependent of any current, former or inactive Business Employee or
Corporate Office Employee (each a  "Beneficiary"),  has already become entitled,
(ii) which commenced or (iii) to which any current,  former or inactive Business
Employee or Corporate  Office Employee has already become qualified by reason of
age and years of  service as of the  Closing,  to the extent  such  persons  are
identified in Section 5.2(f) of the Disclosure  Schedule (which section shall be
updated, if necessary, at Closing). From and after the Closing,  Purchaser shall
also pay to the Business  Employees and  Corporate  Office  Employees  listed in
Section 5.2(f) of the Disclosure  Schedule the supplemental  retirement benefits
provided  under the  applicable Guy Gannett  supplemental  retirement  plan. The
Company  shall  cause such  Employee  Benefit  Plans to be amended to the extent
necessary or appropriate to effect the foregoing.

          (g)  From  and  after  the  Closing,  Purchaser  shall  assume  and be
responsible  for  any  workers'  compensation  benefits  payable  to a  Business
Employee,  Beneficiary  or  dependent  of a  Business  Employee  on or after the
Closing,  including  any such benefits  that are  attributable  to any injury or
illness that  occurred or existed prior to the Closing to the extent not covered
by the Company's workers' compensation insurance policy.

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

          (i) With  respect  to the Guy  Gannett  Retirement  Plan (the  "Seller
Pension Plan"), the Company and the Purchaser agree as follows:

          (A) Prior to the Closing Date, the Company shall  establish a spin off
defined  benefit plan (the "New Pension  Plan") and trust (the  "Trust") for the
post-Closing benefit of the Business Employees and Beneficiaries who participate
in the Seller Pension Plan.  With respect to the Seller  Pension Plan,  Business
Employees  shall cease to accrue benefits and service credits under such Plan as
of the Closing. As soon as practicable  following the Closing, the Company shall
cause its actuary to  calculate  the amount of assets to be allocated to the New
Pension Plan for the benefit of the Business Employees. Such allocation shall be
calculated under Section 414(l)(2) of the Code, without regard to paragraph 2(d)
thereof. The Company shall cause the amount of assets (the "Section 414 Amount")
(determined  as of the end of the  month  in which  the  Closing  occurs)  to be
transferred to the Trust. The Company shall not amend the Seller

<PAGE>

                                                                              28

Pension Plan or the New Pension Plan to 100% vest Business  Employees'  benefits
under such Plans.  Contingent  upon the transfer of the Initial  Transfer Amount
(as described in Section  5.2(i)(B)  hereof) to the New Pension Plan,  Purchaser
shall assume all  liabilities of the Company and its affiliates  with respect to
Business Employees and Beneficiaries under the Seller Pension Plan and Trust and
shall  become  with  respect  to  such  Business   Employees  and  Beneficiaries
responsible for all acts, omissions and transactions under or in connection with
such Seller  Pension Plan and Trust,  whether  arising  before,  on or after the
Closing,  except (i) if the  Company  has  obtained at or prior to the Closing a
prepaid fiduciaries'  insurance and indemnification  policy substantially on the
terms set  forth in  Section  5.2(i)  of the  Disclosure  Schedule  under  which
Purchaser is a named insured (a" Prepaid Fiduciary  Insurance  Policy"),  except
for  liabilities  arising out of willful  misconduct or gross  negligence of the
trustees  before the  Closing  and (ii) if the  Company is unable to obtain such
policy,  except for liabilities arising out of willful misconduct,  recklessness
or negligence of the trustees before the Closing.

          (B) All  transfers to the New Pension Plan shall be made in accordance
with the provisions of this Section 5.2(i).  As soon as  practicable,  but in no
event  after the later of (i) 30 days  after  the  Closing  Date or (ii) 45 days
after the  filing of Form  5310A by each plan  ("Initial  Transfer  Date"),  the
Company  shall  cause its trust to make an  initial  transfer  of assets in cash
(except as set forth in Section 5.1 of the Disclosure  Schedule) equal to 80% of
the amount  estimated  by the Company in good faith to be equal to X (as defined
below)  ("Initial  Transfer  Amount").  As soon as  practicable  after the final
determination  of the amounts to be transferred  ("True-Up  Date"),  the Company
shall,  except as otherwise provided herein,  cause a second transfer to be made
in cash (except as set forth in Section 5.1 of the  Disclosure  Schedule) of the
"True-Up  Amount." The True-Up Amount shall be equal to the sum of the following
amount with respect to the Seller Pension Plan:

     (X minus Initial  Transfer  Amount),  minus benefit payments and reasonable
     administration  expenses  attributable to Business Employees,  adjusted for
     Earnings,

where X equals the Section 414 Amount,  as of the last day of the month in which
the Closing occurs.  "Earnings" shall be calculated (i) from the last day of the
month following the Closing until the Initial  Transfer Date on the amount equal
to the Initial  Transfer Amount using the rate paid on a 90-day Treasury Bill on
the auction date coincident with or immediately  preceding the Closing,  (ii) on
an amount equal to X minus the sum of the Initial  Transfer  Amount plus benefit
payments  and  reasonable   administrative  expenses  attributable  to  Business
Employees  using (A) with  respect  to the  period  from the end of the month in
which the Closing Date occurs to the last day of the month preceding the True-Up
Date, the cumulative rate of return  (considering  both gain and loss) earned or
lost on the  assets  of the  trust  from  which  the  True-Up  Amount  is  being
transferred  and (B) with  respect to the period from the first day of the month
in which the True-Up  Date occurs to the True-Up  Date the rate paid on a 90-Day
Treasury Bill on the auction date coincident  with or immediately  preceding the
first day of the month in which the True-Up Date occurs. If the Initial Transfer
Amount  increased by benefit  payments and  reasonable  administrative  expenses
attributable to Business  Employees exceeds X, as soon as practicable  following
such  determination  Purchaser shall cause a transfer to be made in cash (except
as set forth in Section 5.1 of the  Disclosure  Schedule) to the Seller  Pension
Plan equal to the difference  between (a) the Initial  Transfer Amount increased
by the benefit payments and reasonable

<PAGE>

                                                                              29

administrative  expenses  attributable  to Business  Employees  and (b) X as (i)
adjusted  downward  to  reflect  Earnings  on X,  minus  benefits  payments  and
reasonable  administrative expenses, from the last day of the month in which the
Closing  occurs until the Initial  Transfer Date using the rate paid on a 90-day
Treasury Bill on the auction date coincident  with or immediately  preceding the
Closing and (ii)  adjusted  upward to reflect  Earnings on the Initial  Transfer
Amount increased by the benefit payments and reasonable  administrative expenses
attributable to Business  Employees,  and reduced by X from the Initial Transfer
Date until the True-Up Date,  such Earnings  shall be calculated  using (A) with
respect to the period  from that  Initial  Transfer  Date to the last day of the
month  preceding such True-Up  Amount  transfer,  the cumulative  rate of return
(considering  both gain and loss) on the assets of the Seller  Pension  Plan and
(B) with  respect  to the  period  from the  first day of the month in which the
True-Up Amount transfer occurs and the date of such True-Up Amount transfer, the
rate paid on a 90-Day  Treasury  Bill on the  auction  date  coincident  with or
immediately  preceding the first day of the month in which the transfer  occurs.
The Initial  Transfer  Amount and True-Up  Amount shall be  transferred  in cash
(except  as set forth in Section  5.1 of the  Disclosure  Schedule).  Unless the
parties agree otherwise,  all transfers will occur on the last business day of a
month.  The amounts to be  transferred  pursuant to this Section 5.2(i) shall be
adjusted to the extent  necessary to satisfy Section 414(l) of the Code, and any
regulations  promulgated  thereunder,  ERISA Section 4044,  and any  regulations
promulgated thereunder.

          (C) For the  purposes of this Section  5.2(i),  the Section 414 Amount
shall be determined by an enrolled actuary designated by the Company,  using the
same  assumptions  and  methodologies  used by the Company for  valuation of the
Seller Pension Plan for funding purposes under Sections 404 and 412 of the Code.
The  Company  shall  provide  any  actuary  designated  by  Purchaser  with  all
information  reasonably  necessary to review the  calculation of the Section 414
Amount in all material  respects and to verify that such  calculations have been
performed in a manner consistent with the terms of this Agreement. If there is a
good faith dispute between the Company's actuary and the Purchaser's  actuary as
to the amount to be transferred to any plan, and such dispute remains unresolved
for 15 days,  the chief  financial  officers of the respective  companies  shall
endeavor to resolve the issue.  Should such  dispute  remain  unresolved  for 20
days, the Company and Purchaser  shall select and appoint a third actuary who is
mutually  satisfactory to the parties hereto.  Such third party actuary shall be
instructed  to render its  decision  within 20 days and such  decision  shall be
conclusive  as to any dispute for which the third party  actuary was  appointed.
The cost of such third  party  actuary  shall be  divided  equally  between  the
Company and Purchaser.  Each party shall be responsible  for the cost of its own
actuary.

          (D)  Purchaser  shall take all  action  necessary  to qualify  the New
Pension Plan under the  applicable  provisions of the Code and Purchaser and the
Company  shall  cooperate  to make any and all  filings and  submissions  to the
appropriate  governmental  agencies  required  to be  made by  Purchaser  as are
appropriate in effectuating the provisions hereof.

          (j) With  respect to the Guy  Gannet  Voluntary  Investment  Plan (the
"Defined Contribution Plan"), the Company and Purchaser agree as follows:

          (A) The Business  Employees shall cease to accrue benefits and service
credits  under  the  Defined  Contribution  Plan  as of the  Closing  Date  and,
effective as of the Closing Date,

<PAGE>

                                       30

Purchaser  shall  designate a savings plan (or plans) (in  accordance  with this
Section 5.2(j))  ("Purchaser  Savings Plan") and associated trust (or trusts) to
hold the assets of the plan for the  Business  Employees,  to be effective as of
the  Closing  Date,  and  shall  provide  to  the  Company  evidence  reasonably
satisfactory  to the Company that the Purchaser  Savings Plan and the associated
trust have been established and that the Purchaser  Savings Plan qualifies under
the  requirements  of Section  401(a) of the Code,  and that the trust is exempt
from tax  under  Section  501(a) of the  Code.  The  Company  shall  provide  to
Purchaser  evidence  reasonably  satisfactory  to  Purchaser  that  the  Defined
Contribution  Plan remains qualified under the requirements of Section 401(a) of
the Code.  Provided  that the  Company  and  Purchaser  have  received  evidence
reasonably  satisfactory to them in accordance with the preceding sentences,  as
soon as is reasonably  practicable following the Closing Date, the Company shall
take or cause to be taken all action  required or  appropriate  to transfer  the
account  balances  of all  Business  Employees  and  Beneficiaries  to the trust
associated  with the Purchaser  Savings Plan.  Such transfers may be made in two
installments  (the  first such  installment  being the  aggregate  amount of the
applicable  account balances as of the end of the last calendar quarter ended on
the date of or prior to such transfer, and the second such installment being the
aggregate amount of the remaining balances of such accounts,  including, without
limitation,  the earnings on such accounts from the end of the calendar  quarter
used to determine  the amount of the first  transfer)  and shall be made in cash
(or,  if the  parties  agree,  in kind) in an  amount  equal to the value of the
account  balances to be  transferred,  determined as of the close of business on
the last Business Day immediately  preceding each such transfer,  except that to
the  extent a  Business  Employee's  or  Beneficiary's  account  balance  in the
transferor plan includes one or more promissory  notes  evidencing a participant
loan or  loans,  such  promissory  notes  shall be  transferred  in kind for the
Business  Employee's or Beneficiary's  credit under the transferee plan. For the
period from the Closing  Date until the  transfer,  Purchaser  shall  collect by
payroll  deduction  and promptly pay over to the Defined  Contribution  Plan all
loan payments  required on  participant  loans made by the Defined  Contribution
Plan  to  any  Business  Employee  and  the  Company  shall  cause  the  Defined
Contribution Plan to administer and pay all distributions, withdrawals and loans
payable  under  the  terms  of the  Defined  Contribution  Plan to any  Business
Employee or Beneficiary until the transfer.  Contingent upon the transfer of the
account balances to each of the Purchaser Savings Plans, Purchaser shall assume,
and Parent shall cause  Purchaser to assume,  all liabilities of Company and its
affiliates  with  respect to  Business  Employees  and  Beneficiaries  under the
Defined  Contribution  Plan and  shall  become  with  respect  to such  Business
Employees and Beneficiaries responsible for all acts, omissions and transactions
under or in connection  with such Defined  Contribution  Plan,  whether  arising
before,  on or after the  Closing,  except (i) if the Company has obtained at or
prior  to  the  Closing  a  Prepaid  Fiduciary  Insurance  Policy,   except  for
liabilities  arising  out of  willful  misconduct  or  gross  negligence  of the
trustees  before the  Closing  and (ii) if the  Company is unable to obtain such
policy,  except for liabilities arising out of willful misconduct,  recklessness
or negligence of the trustees before the Closing.

          (k) From and after the Closing,  Purchaser  shall assume the Company's
obligations and liabilities  with respect to COBRA  continuation  coverage under
Section  4980B of the Code and  Section 601 of ERISA  ("Continuation  Coverage")
with respect to Business  Employees  and  Corporate  Office  Employees and shall
provide  Continuation  Coverage to the Business  Employees and Corporate  Office
Employees  under  Purchaser's  health and medical  plans (x) with respect to any
Business  Employees and Corporate  Office Employees who remain employed with the
Company through the Closing Date, for a period of eighteen months after the

<PAGE>

                                                                              31

Closing or, if earlier,  until becoming  eligible for  comparable  coverage from
another  employer and (y) with respect to any Business  Employees  and Corporate
Office  Employees whose  employment  shall have terminated prior to the Closing,
for remainder of the period with respect to which  Continuation  Coverage  would
otherwise  have been  available to them had the Company  continued to maintain a
group health plan.  Purchaser  shall also assume the  Company's  obligation  and
liability for  reimbursement  of COBRA  premiums for six months to any Corporate
Office Employee to whom the Company is so liable as of the Closing Date.

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

          (a) The parties and their  Affiliates  shall each use their reasonable
     efforts,  and shall cooperate  fully with each other in preparing,  filing,
     prosecuting,  and taking any other  actions  with  respect  to, any filings
     (other than  filings  with the FCC,  which are  provided  for in clause (b)
     below), applications, requests, or actions which are or may be necessary to
     obtain  the  consents,  approvals,  authorizations  or other  orders of any
     Governmental Authority which are or may be necessary in order to accomplish
     the transactions  contemplated by this Agreement; and, without limiting the
     generality of the  foregoing,  the parties and their  Affiliates  shall use
     their  respective  reasonable  efforts to prepare  and file as  promptly as
     practicable, but in any event no later than 15 Business Days after the date
     hereof,  all of the information  called for in the  Notification and Report
     Form  required  under the HSR Act and to prepare and file any  supplemental
     information,  also in a timely fashion, which may be required by the United
     States  Department of Justice or the Federal Trade  Commission  pursuant to
     such  Notification  and Report Form  Filings,  and  otherwise  to use their
     respective reasonable efforts to obtain the requisite clearances.

          (b) The parties and their  Affiliates  shall cooperate fully with each
     other in preparing,  filing, prosecuting, and taking any other actions with
     respect to filings with the FCC related to the transactions contemplated by
     this  Agreement,   including,   without   limitation,   preparation  of  an
     application  for the assignment of all of the FCC Licenses to Purchaser and
     any filings by Purchaser requesting temporary waivers for no more than nine
     months of the FCC's  applicable  ownership  rules  necessary  to permit the
     parties to consummate the transactions  contemplated by this Agreement.  As
     promptly as practicable,  but in any event not later than ten Business Days
     following the execution of this Agreement,  the Company and Purchaser shall
     jointly file the application  with the FCC requesting the FCC Consent.  The
     Company and Purchaser shall use their  respective  reasonable best efforts,
     diligently take all necessary and proper actions and provide any additional
     information  requested  by the FCC in  order  to  obtain  promptly  the FCC
     Consent,  including,  without  limitation,  requesting,  consenting to, and
     taking and  otherwise  seeking any action in  connection  with, a temporary
     waiver of the  FCC's  applicable  ownership  rules or a  divestiture  order
     relating to WOKR-TV (Rochester, New York), WICS-TV (Springfield,  Illinois)
     or any other  Station  where the  ownership  of such  Station and any other
     television or radio station that Purchaser or its  Affiliates  acquires (or
     enters into an agreement to acquire) after the date hereof by Purchaser and
     its  Affiliates  would  reasonably  be  expected  to  materially  impede or
     materially  delay the Closing  (any such  temporary  waiver or  divestiture
     order, an "Agreed Divestiture").

<PAGE>

                                                                              32

     Notwithstanding  the  foregoing or any other  provision of this  Agreement,
     neither Purchaser nor its officers, directors or Affiliates shall request a
     permanent  waiver  of the  FCC's  applicable  ownership  rules or  request,
     consent  to,  take  or  otherwise   seek  or  pursue  any  action  that  is
     inconsistent  with the transactions  contemplated by this Agreement or that
     reasonably  could be expected to materially  impede or materially delay the
     FCC  Consent  or  otherwise  materially  impede  or  materially  delay  the
     consummation of the  transactions  contemplated by this Agreement;  and the
     receipt of any  permanent  waiver of the foregoing FCC rules shall not be a
     condition to the  obligation  of Purchaser to consummate  the  transactions
     contemplated  hereby;  provided  further  that,  prior to obtaining the FCC
     Consent,  neither  Purchaser  nor  any  of  its  officers,   directors,  or
     Affiliates  shall publicly  disclose the identity of any third party (other
     than any wholly owned  subsidiary of Purchaser) that is contemplated as the
     future  owner of any of the Stations  other than  WOKR-TV,  Rochester,  New
     York.  Neither  Purchaser nor any of its officers,  directors or Affiliates
     will take any action  that would  result in any change in the  matters  set
     forth in Section 4.7 hereof that would reasonably be expected to materially
     delay or otherwise  materially impair Purchaser's ability to consummate the
     transactions  contemplated hereby; and the Company will not take any action
     that would  result in any change in the matter set forth in clause  (vi) of
     Section 3.12 hereof that would  reasonably be expected to materially  delay
     or otherwise  materially  impair the Company's  ability to  consummate  the
     transactions  contemplated hereby. After the date hereof,  Purchaser or its
     Affiliates  may enter into  transactions  that  implicate  the FCC multiple
     ownership  rules  so long as such  transactions  would  not  reasonably  be
     expected  to   materially   impede  or   materially   delay  the   Closing.
     Notwithstanding  the  foregoing  and except  for the  Agreed  Divestitures,
     neither  Purchaser  nor the Company  shall have any  obligation to take any
     actions that would reasonably be expected to require (i) the divestiture of
     any station  owned or operated by Purchaser or its  Affiliates  on the date
     hereof  or (ii) the  termination  or  material  modification  of any  local
     marketing  agreement pursuant to which Purchaser or its Affiliates provides
     as of the date hereof all or  substantially  all of the programming for any
     stations ((i) and (ii) collectively a "Material Non-Agreed Divestiture").

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

          (d) The parties shall each use their reasonable best efforts to obtain
     as promptly as  reasonably  practical  all consents that may be required in
     connection  with the  assignment  to the  Purchaser  at  Closing of all the
     Company's right, title and interest in and

<PAGE>

                                                                              33

     to all Material Contracts and all other agreements of the Business to which
     the Company is a party,  provided  that  neither the Company nor  Purchaser
     shall be  required  to make any  payment to any party to any such  Material
     Contract or other agreement in order to obtain any such consent.

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

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

          (g) The Company shall cooperate and cause its accountants,  including,
     but not limited to,  PriceWaterhouseCoopers  L.L.P.,  to  cooperate  in all
     reasonable  respects  with  Purchaser's  request to conduct an audit of the
     Company's  financial  information as Purchaser may reasonably  determine is
     necessary to satisfy  Purchaser's  public  company  reporting  requirements
     pursuant to the Securities  Act of 1933 or the  Securities  Exchange Act of
     1934,  including,  without  limitation,  (i) using commercially  reasonable
     efforts to obtain the consent of the Company's auditors to permit Purchaser
     and Purchaser's  auditors to have access to such auditor's work papers, and
     (ii)  consenting  to such  access by  Purchaser.  All  costs  and  expenses
     incurred in connection with the preparation  (and  assimilation of relevant
     information for) any such financial statements shall be paid by Purchaser.

     5.4 Confidentiality.

          (a) Prior to the Closing.  The terms of the Confidentiality  Agreement
are  herewith  incorporated  by reference  and shall  continue in full force and
effect until the Closing and shall remain in effect in accordance with its terms
even if this Agreement is terminated.

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

     5.5 Public Announcements.  Except as otherwise required by law or the rules
of any stock exchange, the form and substance of the initial public announcement
of this Agreement and the transactions contemplated hereby, and the time of such
announcement,  shall be approved in advance by the parties and the parties shall
not issue any other  report,  statement or press  release or otherwise  make any
public announcement with respect to this Agreement and the

<PAGE>

                                                                              34

transactions  contemplated  hereby without prior consultation in good faith with
the other party hereto.

     5.6 No  Solicitation.  The Company shall not, and shall cause its officers,
directors,  representatives,  affiliates  and  associates  not to, (a)  initiate
contact with, solicit, encourage or respond to any inquiries or proposals by, or
(b) enter into any  discussions or negotiations  with, or disclose,  directly or
indirectly,  any information concerning the Business to, or afford any access to
the Company's  properties,  books and records to, any Person in connection  with
any possible  proposal for the acquisition  (directly or indirectly,  whether by
purchase, merger, consolidation or otherwise) of all or substantially all of the
Business.  The Company agrees to terminate  immediately any such  discussions or
negotiations.

     5.7 No Additional  Representations.  Purchaser acknowledges that it and its
representatives  have been  permitted  access to books and records,  facilities,
equipment,  tax  returns,  contracts  and  agreements,  insurance  policies  (or
summaries thereof), and other properties and assets of the Company and that they
and their  representatives have had an opportunity to meet with the officers and
employees of the Company to discuss the Company and its business, properties and
assets. PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OTHER PERSON HAS
MADE ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE ACCURACY OR
COMPLETENESS  OF  ANY  INFORMATION  REGARDING  THE  COMPANY  FURNISHED  OR  MADE
AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES  EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT.

     5.8  Certain  Payments.  (a) Subject to the terms of this  Section  5.8(a),
Purchaser shall (to the extent there are available funds in the Security Escrow)
have the right to recover  from the  Security  Escrow 50% of any amount  paid by
Purchaser  to any  Business  Employee  pursuant  to the  terms of the  Severance
Agreements  listed in Sections 3.14.1 and 3.14.2 of the Disclosure  Schedule (as
in effect on the date hereof) (the "Scheduled Severance  Agreements") (except to
the  extent  that any  liability  for such  payment  shall  have  decreased  Net
Financial Assets, in which event Purchaser shall not be entitled to any recovery
under this  Section 5.8 in respect of the portion of the payment for which there
was a liability  that  decreased  Net  Financial  Assets) in the event that such
Business  Employee's  employment  is terminated on or prior to 90 days after the
Closing Date,  provided that the maximum amount that Purchaser shall be entitled
to recover  pursuant to this Section  5.8(a) shall be $850,000 in the  aggregate
for all  Business  Employees.  Following  the 90th day after the  Closing  Date,
Purchaser  will  deliver  to the  Company  a  certificate  certifying  as to the
relevant employees who were terminated on or prior to 90 days after the Closing,
the aggregate amount paid by Purchaser to all terminated  employees  pursuant to
the  Scheduled  Severance  Agreements  and the amount  Purchaser  is entitled to
recover  pursuant to this  Section  5.8(a).  Promptly  following  the  Company's
receipt  of the  certificate  required  pursuant  to the  immediately  preceding
sentence,  Purchaser and the Company shall provide joint written instructions to
the Security  Escrow Agent  providing  for the transfer to the  Purchaser of the
Security  Escrow  Funds  required  pursuant to this  Section  5.8(a).  Purchaser
acknowledges and agrees that its sole and exclusive recourse,  remedy and source
of funds available to satisfy any recovery  pursuant to this Section 5.8(a) will
be the Security Escrow.

<PAGE>

                                                                              35

          (b) It is  contemplated  that  subsequent to the Closing,  the Company
will cease operations and vacate the Corporate Offices. Purchaser agrees that it
will pay, indemnify,  and hold harmless the Company Indemnified Parties from and
against 50% of all Claims and Damages (including,  without limitation,  all rent
or other  payments  made under the  Corporate  Office  Lease  arising  out of or
relating to the  Corporate  Office  Lease) to the extent such Claims and Damages
arise out of or relate to (x) the  termination of the Corporate  Office Lease or
(y) the  post-closing  period  after  the date in  which  the  Corporate  Office
Employees  cease using the Corporate  Office,  provided that the maximum  amount
that Purchaser  shall be liable for under this Section  5.8(b) is $200,000.  All
payments by Purchaser  hereunder shall be made as the related Claims and Damages
are incurred.  Purchaser  acknowledges and agrees that the Company may terminate
the  Corporate  Office Lease on such terms as the Company  shall  determine  and
otherwise  take such action as the Company  determines  in  connection  with its
vacating the Corporate Office.

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

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

     5.11 Use of Guy Gannett Name. After the Closing,  neither Purchaser nor any
of its  Affiliates  shall use "Guy  Gannett"  or  "Gannett"  (collectively,  the
"Excluded  Names") or any name or term  confusingly  similar to "Guy Gannett" or
"Gannett"  in any  corporate  name or in  connection  with the  operation of any
business.

     Article 6. Conditions to Obligations of Purchaser.

     The obligations of Purchaser to consummate the transactions contemplated by
this  Agreement  to occur  at the  Closing  are,  at their  option,  subject  to
satisfaction of each of the following conditions:

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

<PAGE>

                                                                              36

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

     6.3   Certificate.   The  Company  shall  have  delivered  to  Purchaser  a
certificate,  dated as of the Closing Date, executed on behalf of the Company by
its duly authorized  officers or  representatives  to the effect of Sections 6.1
and 6.2.

     6.4 Consents;  No Objections.  (i) The applicable waiting periods under the
HSR Act shall have expired or been terminated; and

          (ii) The parties shall have received all the authorizations, consents,
orders and  approvals  from  Governmental  Authorities  and consents  from third
parties,  in each case  listed or  described  in Section  6.4 of the  Disclosure
Schedule  (which  Section  includes all of the Company's  real estate leases for
towers, transmitters and television broadcasting studios).

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

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

     6.6 [Intentionally omitted]

     6.7 FCC Consent. The FCC Consent shall have been issued with respect to the
Stations  without  any  conditions  that are  materially  adverse  to  Purchaser
notwithstanding that it may not have yet become a Final Order, provided that, if
one or more  pre-grant  objections  shall have been  filed  with  respect to the
applications  required  by  Section  5.3(b)  hereof,  it  shall  be a  condition
precedent  that the FCC Consent  shall have become a Final  Order.  For purposes
hereof,  any conditions to the FCC Consent requiring an Agreed  Divestiture will
not be  considered a condition  materially  adverse to  Purchaser,  and any such
condition  requiring a Material  Non-Agreed  Divestiture  will be  considered  a
condition materially adverse to Purchaser.

     6.8 No Material  Adverse Change.  Since the date of this Agreement  through
the Closing Date, there shall not have occurred any Material Adverse Effect.

<PAGE>

                                                                              37

     6.9 Opinions of Counsel.  Purchaser  shall have  received (a) an opinion of
Preti, Flaherty,  Beliveau & Pachios,  dated the Closing Date,  substantially in
the form of Exhibit  D-1 hereto,  (b) an opinion of Simpson  Thacher & Bartlett,
dated the Closing Date,  substantially in the form of Exhibit D-2 hereto and (c)
an opinion of Dow, Lohnes & Albertson,  dated the Closing Date, substantially in
the form of Exhibit D-3 hereto.

     6.10 Good Standing Certificate. Purchaser shall have received a certificate
as to the formation and good standing of the Company  issued by the Secretary of
State of Maine, dated not more than five days before the Closing Date.

     6.11 No Transmission  Defects.  There shall not exist any loss or damage at
any of the Stations which has resulted in the regular broadcast  transmission of
such Station  (including its effective  radiated  power) to be diminished in any
material  respect;  provided,  that if any such loss or damage does exist,  then
either or both of the Company and Purchaser shall be entitled, by written notice
to the other,  to  postpone  the  Closing  Date for a period of up to 60 days to
resume such Station's broadcast transmission.

     Article 7. Conditions to Obligations of the Company.

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

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

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

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

     7.4 Consents;  No Objections.  (i) The applicable waiting periods under the
HSR Act shall have expired or been terminated; and

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

<PAGE>

                                                                              38

     7.5 No Proceedings or Litigation. No preliminary or permanent injunction or
other order or decree issued by any United States federal or state  Governmental
Authority,  nor any Law  promulgated  or enacted by any United States federal or
state Governmental Authority, that restrains, enjoins or otherwise prohibits the
transactions  contemplated hereby, or imposes civil or criminal penalties on any
stockholder,  director  or  officer  of the  Company  if such  transactions  are
consummated, shall be in effect.

     7.6 FCC Consent. The FCC Consent shall have been issued with respect to the
Stations,  notwithstanding  that it may  not  have  yet  become  a Final  Order,
provided  that, if one or more pre-grant  objections  shall have been filed with
respect to the  applications  required by Section 5.3(b)  hereof,  it shall be a
condition precedent that the FCC Consent shall have become a Final Order.

     7.7  Opinion of  Counsel.  The  Company  shall have  received an opinion of
Thomas &  Libowitz,  P.A.  dated the Closing  Date,  covering  the same  matters
covered  by the  opinions  referred  to in  Section  6.9  hereof and in form and
substance reasonably satisfactory to the Company.

     7.8  Good  Standing   Certificate.   The  Company  shall  have  received  a
certificate  as to the formation  and good  standing of Purchaser  issued by the
Secretary of State of Maryland, dated not more than five days before the Closing
Date.

     Article 8. Indemnification

     8.1  Indemnification  by  the  Company.  Subject  in  all  respects  to the
provisions  of this Article 8, the Company  hereby  agrees to indemnify and hold
harmless on and after the  Closing  Date,  Purchaser  and its  stockholders  and
Affiliates and their respective officers,  directors,  employees and agents, and
their   respective  and  successors  and  permitted   assigns  (the   "Purchaser
Indemnified  Parties") from and against any Claims and Damages  asserted against
or incurred by them, directly or indirectly,  in connection with, arising out of
or relating  to (i) any breach on the part of the Company of any  representation
or  warranty  made by the  Company  in  Article 3 hereof  or in any  certificate
delivered pursuant to Section 6.3 of this Agreement, (ii) any breach on the part
of the  Company  of any  covenant  or  agreement  made  by the  Company  in this
Agreement,  (iii) any breach on the part of the Company of any representation or
warranty made by the Company in any special warranty deed delivered to Purchaser
pursuant  to  clause  (ii) of  Section  1.7(a)  hereof  and  (iv)  any  Retained
Liabilities.

     8.2 Indemnification by Purchaser. Subject in all respects to the provisions
of this Article 8, Purchaser hereby agrees to indemnify and hold harmless on and
after the Closing Date the Company and its stockholders and Affiliates and their
respective  officers,  directors,  employees  and agents,  and their  respective
successors  and  permitted  assign   (collectively   the  "Company   Indemnified
Parties"),  from and against any Claims and Damages asserted against or incurred
by them, directly or indirectly,  in connection with, arising out of or relating
to (i) any breach on the part of  Purchaser  of any  representation  or warranty
made by Purchaser in Article 4 hereof or in any certificate  delivered  pursuant
to Section 7.3 of this Agreement, (ii) any breach

<PAGE>

                                                                              39

on the part of Purchaser of any covenant or agreement  made by the  Purchaser in
this Agreement or (iii) any Assumed Liabilities.

     8.3  Limitations on  Indemnification  Claims and Liability;  Termination of
Indemnification. (a) The obligations to indemnify and hold harmless a Person (i)
pursuant  to  Sections  8.1(i),  8.1(ii),  8.1 (iii),  8.2(i) or  8.2(ii)  shall
terminate when the applicable  representation,  warranty,  covenant or agreement
terminates  pursuant to Section  10.12 and (ii)  pursuant to Section  8.1(iv) or
8.2(iii) shall not terminate; provided, however, that as to clause (i) above the
obligation to indemnify and hold  harmless  shall not terminate  with respect to
any claim as to which the  Person  to be  indemnified  shall  have,  before  the
termination of the applicable representation,  warranty,  covenant or agreement,
previously  made a claim  for  indemnification  by  delivering  a notice  to the
indemnifying party in accordance with Section 8.5.

          (b) The Company  shall not be obligated to indemnify or hold  harmless
any  Purchaser  Indemnified  Party under  Sections  8.1(i),  8.1(ii) or 8.1(iii)
unless  and until all  Claims  or  Damages  in  respect  of the  indemnification
obligations of the Company under Sections 8.1(i), 8.1(ii) and 8.1(iii) exceed in
the  aggregate  $550,000,  in which case the Company will  (subject to the other
provisions  of this Article 8) only be obligated to indemnify  and hold harmless
the  Purchaser  Indemnified  Parties  for all of such  Claims or  Damages  under
Sections  8.1(i),  8.1(ii) and 8.1(iii) in the  aggregate in excess of $275,000,
provided that the provisions of this Section 8.3(b) will not apply to any breach
of any Post-Closing Agreements.

          (c)  Notwithstanding  anything to the contrary in this  Agreement  and
except for fraud,  the sole and exclusive  recourse,  remedy and source of funds
available to satisfy any claims for indemnification by the Purchaser Indemnified
Parties pursuant to Sections 8.1(i), 8.1(ii) and 8.1(iii) shall be the amount of
the Security  Escrow then held on deposit with the Security Escrow Agent subject
to the terms and conditions of the Security Escrow Agreement,  and the Purchaser
Indemnified  Parties  will have no  recourse  against  the assets of the Company
(other than the Security  Escrow then held on deposit  with the Security  Escrow
Agent) in respect of any such claim. Without limiting the foregoing, the maximum
aggregate   liability   of  the   Company   with   respect  to  all  claims  for
indemnification  under Sections 8.1(i),  8.1(ii) and 8.1(iii) will be limited to
the amount of the  Security  Escrow  held on deposit  from time to time with the
Security Escrow Agent.

          (d)  Notwithstanding  anything to the contrary in this Agreement,  the
indemnifications  in Sections 8.1 and 8.2 hereof will be the sole and  exclusive
remedies   available  to  Purchaser   and  the  Company  and  their   respective
stockholders  and Affiliates and all of their  respective  officers,  directors,
employees,  agents,  successors  and  assigns,  after the Closing for any claims
arising out of or relating to any breaches of any  representations or warranties
or any covenants or agreements  contained in this Agreement,  or any certificate
delivered  pursuant to this  Agreement  or  otherwise  in  connection  with this
Agreement.  Any claim for  indemnification  must be made as provided in Sections
8.5 and 8.6 hereof.

     8.4 Computation of Claims and Damages.  Whenever the Indemnitor is required
to  indemnify  and hold  harmless the  Indemnitee  from and against and hold the
Indemnitee  harmless from, or to reimburse the Indemnitee for, any item of Claim
or Damage, the Indemnitor will, subject to the provisions of this Article 8, pay
the Indemnitee the amount of the Claim or

<PAGE>

                                                                              40

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

     8.5 Notice of Claims. Upon obtaining knowledge of any Claim or Damage which
has given rise to, or could reasonably give rise to, a claim for indemnification
hereunder,  the Person seeking  indemnification  (the  "Indemnitee")  shall,  as
promptly  as  reasonably  practicable  (but in no  event  later  than  30  days)
following  the date the  Indemnitee  has obtained such  knowledge,  give written
notice  (a  "Notice   of  Claim")  of  such  claim  to  the  other   party  (the
"Indemnitor").  The Indemnitee shall furnish to the Indemnitor in good faith and
in reasonable detail such information as the Indemnitee may have with respect to
such indemnification claim (including copies of any summons,  complaint or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or asserting the same). No failure
or delay by the Indemnitee in the  performance of the foregoing  shall reduce or
otherwise  affect the  obligation  of the  Indemnitor  to indemnify and hold the
Indemnitee harmless,  except to the extent that such failure or delay shall have
adversely affected the Indemnitor's ability to defend against, settle or satisfy
any  liability,  damage,  loss,  claim or demand  for which such  Indemnitee  is
entitled to  indemnification  hereunder.  For  purposes of this  Section  8.5, a
Notice of Claim  given in good faith must  include a good faith  estimate of the
amount of the claim to the extent it is reasonably practicable to determine such
estimate (and, if it is not practicable to determine such estimate and the claim
is made by a Purchaser  Indemnified  Party,  the amount of the  Security  Escrow
proposed in good faith to be reserved with respect to such claim).

<PAGE>

                                                                              41

     8.6 Defense of Third Party Claims.  If any claim set forth in the Notice of
Claim given by an Indemnitee  pursuant to Section 8.5 hereof is a claim asserted
by a third  party,  the  Indemnitor  shall  have 30 days after the date that the
Notice of Claim is given by the  Indemnitee to notify the  Indemnitee in writing
of the  Indemnitor's  election to defend such third party claim on behalf of the
Indemnitee.  If the  Indemnitor  elects to defend  such third party  claim,  the
Indemnitee   shall  make   available  to  the  Indemnitor  and  its  agents  and
representatives all witnesses,  pertinent records,  materials and information in
the Indemnitee's  possession or under the Indemnitee's  control as is reasonably
required by the  Indemnitor  and shall  otherwise  cooperate with and assist the
Indemnitor  in the  defense  of  such  third  party  claim,  and so  long as the
Indemnitor  is defending  such third party claim in good faith,  the  Indemnitee
shall not pay,  settle or compromise  such third party claim.  If the Indemnitor
elects to defend such third party claim,  the Indemnitee shall have the right to
participate in the defense of such third party claim,  at the  Indemnitee's  own
expense. In the event,  however,  that the Indemnitee reasonably determines that
representation  by  counsel to the  Indemnitor  of both the  Indemnitor  and the
Indemnitee  may present  such  counsel  with a conflict of  interest,  then such
Indemnitee  may employ  separate  counsel to  represent or defend it in any such
action or proceeding and the Indemnitor will,  subject to the provisions of this
Article 8, pay the reasonable  fees and  disbursements  of such counsel.  If the
Indemnitor  does not elect to defend  such third  party claim or does not defend
such third party claim in good faith,  the Indemnitee  shall have the right,  in
addition to any other right or remedy it may have hereunder, at the Indemnitor's
expense,  to  defend  such  third  party  claim;  provided,  however,  that such
Indemnitee's  defense of or its  participation  in the defense of any such third
party  claim  shall  not in any  way  diminish  or  lessen  the  indemnification
obligations  of the  Indemnitor  under this Article 8. If the  Indemnitor  shall
assume  the  defense of a third  party  claim,  it shall not  settle  such claim
without the prior written  consent of the Indemnitee (i) unless such  settlement
includes  as an  unconditional  term  thereof  the giving by the  claimant  of a
release of the Indemnitee  from all Liability with respect to such claim or (ii)
if  such  settlement  involves  the  imposition  of  equitable  remedies  or the
imposition  of  any  obligations  on  such   Indemnitee   other  than  financial
obligations  for which such  Indemnitee  will be indemnified  hereunder.  If the
Indemnitee  is  defending  a third  party  claim it will not  settle  such claim
without prior written consent of the Indemnitor,  which will not be unreasonably
withheld or delayed.

     8.7 Assignment of Indemnification  and Other Rights. (a) The parties hereto
acknowledge  that the  Company  may at any time  after the  Closing  assign  (by
contract,  dividend,  distribution or otherwise) to its stockholders,  or to any
other Person or Persons  acting  directly or indirectly on behalf of the Company
or such stockholders for such purpose, any or all of the Company's rights in and
to the Security Escrow, the Adjustment Escrow and/or any or all of the Company's
contractual rights to indemnification by the Purchaser under this Agreement.

          (b) If all of the Company's rights to and in the Security Escrow shall
have been so assigned to the  stockholders  and/or such other  Person or Persons
(the  stockholders  in such  capacity  or such  other  Person or  Persons  being
referred to herein as the "Fund Holder"),  then the Fund Holder may exercise all
rights of the Company under this Article 8. For the avoidance of doubt, the Fund
Holder will not assume or have any obligation or liability under Section 8.1.

          (c)  Notwithstanding  anything  to the  contrary  in  this  Agreement,
Purchaser hereby agrees that any action, suit or proceeding brought with respect
to any indemnification obligation

<PAGE>

                                                                              42

under Section 8.2 hereof may be brought  against  Purchaser by the Company,  the
Representatives or the Fund Holder.

          (d)  Each  of  the  Purchaser  Indemnified  Parties  and  the  Company
Indemnified Parties shall be third party beneficiaries,  and entitled to enforce
the provisions of, this Article 8.

     Article 9. Definitions.

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

          Accounting Firm Determination has the meaning set forth in Section 2.2
     hereof.

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

          Actual Net Financial Assets has the meaning set forth in Section 2.2.

          Adjustment has the meaning set forth in Section 2.2 hereof.

          Adjustment Escrow has the meaning set forth in Section 2.1 hereof.

          Adjustment  Escrow  Agent has the  meaning  set forth in  Section  2.2
     hereof.

          Adjustment  Escrow  Agreement has the meaning set forth in Section 2.2
     hereof.

          Adjustment Agreement has the meaning set forth in Section 2.2 hereof.

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

          Agreed Divestiture has the meaning set forth in Section 5.3 hereof.

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

          Allocation has the meaning set forth in Section 2.5 hereof.

          Assets has the meaning set forth in Section 1.1 hereof.

          Assumed Liabilities has the meaning set forth in Section 1.3 hereof.

          Audited Financial  Statements has the meaning set forth in Section 3.5
     hereof.

<PAGE>

                                                                              43

          Beneficiary has the meaning set forth in Section 5.2 hereof.

          Bill of Sale,  Assignment and Assumption Agreement has the meaning set
     forth in Section 1.7 hereof.

          Business means the Company's broadcast television business,  including
     all business, operations and activities of the Stations.

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

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

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

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

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

          Closing has the meaning set forth in Section 1.6 hereof.

          Closing Date has the meaning set forth in Section 1.6 hereof.

          Closing Statement has the meaning set forth in Section 2.2 hereof.

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

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

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

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

<PAGE>

                                                                              44

          Confidential Memorandum means the confidential  information memorandum
     relating to the Company's television broadcasting properties dated May 1998
     distributed by Lazard Freres & Co. LLC on behalf of the Company.

          Confidentiality  Agreement means the  confidentiality  agreement dated
     May 1998  between  Purchaser  and Lazard  Freres & Co. LLC on behalf of the
     Company.

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

          Contribution  Agreement  means the Amended and  Restated  Contribution
     Agreement  dated as of August 14, 1998 by and between Newco and the Company
     as such agreement may be amended or modified.

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

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

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

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

          Defined  Contribution  Plan has the  meaning  set forth in Section 5.2
     hereof.

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

          Employee  Benefit Plans means all "employee  benefit plans" within the
     meaning of Section 3(3) of ERISA, all bonus, stock option,  stock purchase,
     incentive,  deferred compensation,  supplemental retirement,  severance and
     other  employee   benefit  plans,   programs,   policies  or  arrangements,
     employment agreements,  severance agreements, severance pay policies, plant
     closing benefits, executive compensation arrangements, sick leave, vacation
     pay, salary continuation for disability,  consulting, or other compensation
     arrangements,  worker's compensation,  hospitalization,  medical insurance,
     life insurance,  tuition  reimbursement or scholarship  programs,  employee
     discounts,  employee loans, employee banking privileges,  any plans subject
     to Section 125 of the Code, and any plans providing benefits or payments in
     the event of a change of control, change in ownership,

<PAGE>

                                                                              45

     or sale of a substantial  portion  (including all or substantially  all) of
     the assets of any business or portion thereof, in each case with respect to
     any present or former employees, directors, or agents and without regard to
     whether the plan or  arrangement  was  previously  terminated (if potential
     liabilities  remain)  or  compensation  agreements,  in each  case  for the
     benefit of, or relating to, any current  employee or former employee of the
     Business.

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

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

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

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

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

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

<PAGE>

                                                                              46

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

          Excluded Names has the meaning set forth in Section 5.11 hereof.

          FCC means the Federal Communications Commission.

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

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

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

          Financial Statements has the meaning set forth in Section 3.5 hereof.

          Fund Holder has the meaning set forth in Section 8.7 hereof.

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

          Guy  Gannett  Trust  means the trust  created  under the last will and
     testament of Guy P. Gannett.

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

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

          Hazardous  Materials  means  wastes,  substances,  materials  (whether
     solids, liquids or gases), petroleum and petroleum products,  byproducts or
     breakdown products, radioactive materials, and any other chemicals that are
     deemed  hazardous,   toxic,  pollutants  or  contaminants,   or  substances
     designated, classified or regulated as being

<PAGE>

                                                                              47

     "hazardous" or "toxic," or words of similar import, under any Environmental
     Law.

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

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

          Indemnitee has the meaning set forth in Section 8.5 hereof.

          Indemnitor has the meaning set forth in Section 8.5 hereof.

          Initial  Transfer  Amount has the  meaning  set forth in  Section  5.2
     hereof.

          Initial Transfer Date has the meaning set forth in Section 5.2 hereof.

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

          Knowledge with respect to the Company means, exclusively,  information
     of which the President and Chief  Executive  Officer or the Chief Financial
     Officer of the Company,  or any other employee of the Company designated as
     a "vice  president" or having  primary  responsibility  for  environmental,
     employee   benefits  or  labor  matters  has  knowledge  after  conduct  of
     reasonable inquiry of the appropriate  Company employees having supervisory
     responsibility for the matter concerned, including, without limitation, the
     general managers of the Stations.

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

          Leased  Property means all real property of every kind and description
     leased by the Company and used in connection  with the  Business,  together
     (to the  extent  leased  by the  Company)  with  all  buildings  and  other
     structures,  towers,  antennae,  facilities  or  improvements  currently or
     hereafter located thereon,  all fixtures,  systems,  equipment and items of
     personal  property of the Company  attached or appurtenant  thereto and all
     easements,  licenses,  rights and appurtenances  relating to the foregoing,
     including,  without limitation,  the leased property referred to in Section
     1.1(c) of the Disclosure Schedule.

          Liabilities  means  as  to  any  Person  all  debts,  adverse  claims,
     liabilities  and  obligations,   whether  accrued  or  fixed,  absolute  or
     contingent, matured or unmatured,

<PAGE>

                                                                              48

     determined  or   determinable,   known  or  unknown,   including,   without
     limitation,  those  arising  under any  federal,  state,  local or  foreign
     statute, law, ordinance,  regulation,  rule, code, order, writ, stipulation
     or other  governmental  requirement  (including,  without  limitation,  any
     environmental law), action, suit, arbitration,  proceeding or investigation
     or governmental permit, license, authorization, certificate or approval and
     those  arising under any contract,  agreement,  arrangement,  commitment or
     undertaking.

          Maine Media  Business  means the newspaper  publishing  business which
     publishes the Portland Press Herald and Maine Sunday Telegram, the Kennebec
     Journal  and the  Central  Maine  Morning  Sentinel,  and  certain  related
     businesses  in  Maine  (including,   without  limitation,  the  "New  Media
     Development  Group," an Internet-based  media business;  "Voice Information
     Services," a telephone  information  and  marketing  service;  "Guy Gannett
     Direct," a direct marketing operation;  a telephone directory business;  an
     integrated   marketing  group;  and  the  Coastal  Journal,   a  controlled
     circulation weekly), and all assets, liabilities, operations and activities
     of, and all rights of, the  Company in the  operations  of such  businesses
     that  are  to be  contributed  to,  or  assumed  by,  Newco,  all  as  more
     particularly  described  in  the  Contribution  Agreement.  Notwithstanding
     anything to the contrary in this  Agreement,  the Maine Media Business does
     not  include  the  WGME-TV  television  broadcasting  station  licensed  to
     Portland,  Maine ("WGME") or rights to WGME's news and information  content
     provided via online or audiotext  applications of the New Media Development
     Group or Voice Information Services.

          Maine Media Purchase  Agreement means the Purchase  Agreement dated as
     of August 14, 1998 by and among the Company,  Newco,  Seattle Times Company
     and Times Communications Co.

          Material Adverse Effect means any  circumstance,  change in, or effect
     on the Company that has a material adverse effect on the business,  results
     of operations or financial  condition of the Business;  provided,  however,
     that Material  Adverse Effect shall not include adverse  effects  resulting
     from (or,  in the case of effects  that have not yet  occurred,  reasonably
     likely to result  from) (i) general  economic or industry  conditions  that
     have a similar effect on other participants in the industry,  (ii) regional
     economic  or  industry  conditions  that  have a  similar  effect  on other
     participants in the industry in such region, (iii) the failure of Purchaser
     to give any requested consent pursuant to Section 5.1(a) or (iv) any act of
     Purchaser.

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

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

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

<PAGE>

                                                                              49

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

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

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

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

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

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

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

               (x) any agreement or contract  under which the Company has loaned
          any money in  excess of  $1,000,000  or issued or  received  any note,
          bond,  indenture  or other  evidence  of  indebtedness  in  excess  of
          $1,000,000   or  directly  or  indirectly   guaranteed   indebtedness,
          liabilities  or  obligations  of  others  in an  amount  in  excess of
          $1,000,000;

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

               (xii) any  agreement  or  contract  between  the  Company and any
          officer,  director,  stockholder or employee of the Business or any of
          their family members providing for payments in excess of $5,000 (other
          than  agreements  covered  in  clause  (iv) (or that  would  have been
          covered in clause (iv) but for the

<PAGE>

                                                                              50

          monetary  limits  thereunder)  or agreements  or contracts  containing
          terms   substantially   similar  to  terms   available   to  employees
          generally).

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

          Material  Non-Agreed  Divestiture has the meaning set forth in Section
     5.3 hereof.

          Net Financial  Assets means the result of (i) the aggregate  amount of
     current  assets of the  Business  to be assigned  to  Purchaser  under this
     Agreement,  excluding for purposes of this calculation, the current portion
     of program rights, less (ii) the aggregate amount of current liabilities of
     the Business to be assumed by Purchaser under this Agreement, excluding for
     purposes of this  calculation the current  portion of program  obligations,
     less (iii) the aggregate amount of the Company's liability for supplemental
     retirement and deferred  compensation  under the Employee Benefit Plans set
     forth in Section 9 of the Disclosure Schedule and for Continuation Coverage
     with respect to Corporate Office Employees,  in each case to the extent not
     paid by the Company prior to the Closing and excluding the current  portion
     of such  liability,  if any,  to the extent  such  portion is included as a
     current  liability in clause (ii),  in each case as of the relevant date of
     calculation  and calculated  (except as otherwise  provided in Section 9 of
     the Disclosure  Schedule) in conformity with GAAP and on a basis consistent
     with the basis used in preparing the Unaudited Financial  Statements as of,
     and for the year  ended,  December  27,  1997  referred  to in Section  3.5
     hereof. Net Financial Assets expressly shall not include television program
     and film contract  rights of the Business as either assets or  liabilities;
     provided,  however, that notwithstanding any prior practice or lack thereof
     relating  thereto,   the  programming   downpayments   related  to  certain
     television  programs  made prior to the date hereof in advance of customary
     payment terms under television  program rights contracts shall be expressly
     included in prepaid  assets to the extent not  amortized as of the relevant
     date of  calculation  as more fully  described  in the example set forth in
     Section 9 of the Disclosure  Schedule.  Without  limiting the generality of
     the  foregoing  and  subject to the  immediately  preceding  sentence,  for
     purposes of determining  the amount of Net Financial  Assets,  all revenues
     and all  expenses  arising from the  operation  of any Station,  including,
     without  limitation,  tower  rental,  business  and license  fees,  utility
     charges,  real and personal  property taxes and assessments  levied against
     the Assets,  property and equipment rentals,  applicable copyright or other
     fees, sales and service  charges,  Taxes (except for taxes arising from the
     transfer of the Assets under this

<PAGE>

                                                                              51

     Agreement and income taxes that constitute a Retained  Liability under this
     Agreement), employee compensation,  including wages, salaries, commissions,
     music  license  fees and  similar  prepaid  and  deferred  items,  shall be
     prorated as of the relevant date of calculation in accordance with GAAP.

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

          New Pension Plan has the meaning set forth in Section 5.2 hereof.

          Newco  means  Media  Properties  of Maine,  LLC,  a  Delaware  limited
     liability  company,  formed at the  direction of the Company in  connection
     with the sale of the Maine Media Business.

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

          Permits has the meaning set forth in Section 3.11 hereof.

          Permitted Exceptions means each of the following:

               (i) mortgages, security interests or other Encumbrances described
          in Section 4.10 of the Disclosure Schedule;

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

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

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

               (v)  survey  exceptions,  rights  of way,  easements,  reciprocal
          easement  agreements and other  Encumbrances on title to real property
          shown in the  title  insurance  commitments  April  28,  1998 (for the
          property  referred to as parcels 2-A,  15-L,  17, 18, 19-A and 19-B in
          Section  1.1(d) of the Disclosure  Schedule),  April 24, 1998 (for the
          property  referred to as parcel 29 in Section 1.1(d) of the Disclosure
          Schedule) and May 4, 1998 (for the property referred to as parcel 34-A
          in  Section  1.1(d)  of the  Disclosure  Schedule)  or  that  do  not,
          individually or in the aggregate,  materially adversely affect the use
          of such  property  in the conduct of the  Company's  business as it is
          being conducted prior to the Closing;

               (vi) zoning laws and other land use  restrictions  that do not in
          any  material  respect (a) detract from or impair the value or the use
          of the property

<PAGE>

                                                                              52

          subject thereto, or (b) impair the operation of the Company's business
          as it is being conducted prior to the Closing;

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

               (viii) Encumbrances on the interests of the lessors of properties
          in which the Company holds a leasehold interest; and

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

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

          Post-Closing  Agreements means those covenants and agreements required
     by this Agreement to be performed after the Closing.

          Prepaid  Fiduciary  Insurance  Policy  has the  meaning  set  forth in
     Section 5.2 hereof.

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

          Proposed  NFA  Adjustment  has the  meaning  set forth in Section  2.2
     hereof.

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

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

          Purchaser  Savings  Plan has the  meaning  set  forth in  Section  5.2
     hereof.

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

          Regulations  means  the  Treasury  Regulations   (including  Temporary
     Regulations)  promulgated by the United States  Department of Treasury with

     respect to the Code or other federal tax statutes.

<PAGE>

                                                                              53

          Reimbursements has the meaning set forth in Section 8.4 hereof.

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

          Representatives  means  Madeleine G. Corson and John H.  Gannett,  not
     individually,  but solely in their capacity as the  representatives  of the
     stockholders  of the Company  with  respect to certain  provisions  of this
     Agreement  by  virtue  of  being  trustees  of the Guy  Gannett  Trust  and
     attorneys-in-fact for the other stockholders of the Company.

          Resolution has the meaning set forth in Section 2.2 hereof.

          Retained Liability has the meaning set forth in Section 1.3(b) hereof.

          Section 414 Amount has the meaning set forth in Section 5.2 hereof.

          Security Escrow has the meaning set forth in Section 2.3 hereof.

          Security Escrow Agent has the meaning set forth in Section 2.3 hereof.

          Security  Escrow  Agreement  has the  meaning set forth in Section 2.3
     hereof.

          Seller Pension Plan has the meaning set forth in Section 5.2 hereof.

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

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

          Tax or Taxes  means any and all  taxes,  fees,  withholdings,  levies,
     duties, tariffs,  imposts, and other charges of any kind (together with any
     and  all  interest,  penalties,  additions  to tax and  additional  amounts
     imposed  with  respect   thereto)  imposed  by  any  government  or  taxing
     authority, including, without limitation, taxes or other charges on or with
     respect to income,  franchises,  windfall or other profits, gross receipts,
     property, sales, use, capital stock, payroll, employment,  social security,
     workers' compensation,  unemployment  compensation,  or net worth, taxes or
     other  charges in the nature of excise,  withholding,  ad  valorem,  stamp,
     transfer,   value  added  or  gains  taxes,   license,   registration   and
     documentation fees, and customs duties, tariffs and similar charges.

<PAGE>

                                                                              54

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

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

          Termination Date has the meaning set forth in Section 10.1 hereof.

          True-Up Amount has the meaning set forth in Section 5.2 hereof.

          True-Up Date has the meaning set forth in Section 5.2 hereof.

          Trust has the meaning set forth in Section 5.2 hereof.

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

     Article 10. Miscellaneous Provisions.

     10.1 Termination Rights. (a) Grounds for Termination. This Agreement may be
terminated:

          (i) by mutual consent of the parties;

          (ii) by either the Company or  Purchaser,  provided  such party is not
     then in material default hereunder, upon written notice to the other party,
     if the Closing  hereunder  has not occurred on or before  September 4, 1999
     (the  "Termination  Date"),  provided  that if the FCC  Consent is obtained
     during the 15 days prior to September 4, 1999,  the  Termination  Date will
     not occur  until the 15th day after  receipt of the FCC  Consent,  provided
     further  that if either or both of the  Company  and  Purchaser  shall have
     postponed the Closing Date pursuant to Section 6.11 hereof, the Termination
     Date will occur no earlier than the end of the period of such postponement,
     and provided  further that if the Closing  hereunder has not occurred on or
     before September 4, 1999 due to a publicly  announced federal  governmental
     shutdown  affecting,   or  any  other  publicly  announced  freeze  on  the
     processing  of  applications  to  transfer  station  licenses  by,  the FCC
     (collectively,  a "FCC Shutdown"), the Termination Date will be extended by
     a period of time equal to the duration of the FCC Shutdown, but in no event
     shall the Termination Date be extended to a date any later than the earlier
     of (x) 60 days after the end of the FCC Shutdown or (y) December 4, 1999.

          (iii) by either the Company or Purchaser,  upon written  notice to the
     other party,  if any  Governmental  Authority  shall have issued a statute,
     rule,  regulation,  order,  decree or  injunction or taken any other action
     permanently restraining, enjoining or

<PAGE>

                                                                              55

     otherwise  prohibiting  the Closing  and such  statute,  rule,  regulation,
     order,  decree or  injunction  or other  action shall have become final and
     nonappealable,  provided  that this clause (iii) will not be  applicable to
     actions of the FCC subject to clause (iv) below;

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

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

          (vi) by the Company by written notice to Purchaser if there has been a
     material breach by Purchaser of any representation,  warranty,  covenant or
     agreement set forth in this Agreement such that the condition precedent set
     forth in Section 7.1 or 7.2 hereof would not be satisfied, which breach has
     not been cured within 20 Business Days  following  receipt by the breaching
     party of written notice of such breach; or

          (vii) by  Purchaser by written  notice to the Company,  if the FCC has
     revoked the Company's FCC License for any Station.

          (b)  Post-Termination  Liability.  If  this  Agreement  is  terminated
pursuant to Subsection  10.1(a) hereof,  this Agreement  shall thereupon  become
void and of no further effect whatsoever,  and the parties shall be released and
discharged of all obligations under this Agreement,  except (i) to the extent of
a party's liability for willful material breaches of this Agreement prior to the
time of such termination,  (ii) as set forth in Section 5.4 hereof and (iii) the
obligations of each party for its own expenses  incurred in connection  with the
transactions contemplated by this Agreement as provided herein.

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

     10.3 Expenses. Except as otherwise specifically provided in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel,  financial  advisors and accountants,  incurred in connection with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring  such  costs and  expenses,  whether  or not the  Closing  shall  have
occurred,  provided that the Company and Purchaser shall each be responsible and
pay 50% of the HSR Act filing fee and the filing fees payable to the FCC in

<PAGE>

                                                                              56

connection  with  the  filing  of the  application  for  assignment  of the  FCC
Licenses.  It is understood  and agreed that all costs and expenses  incurred in
connection herewith and the transactions  contemplated hereby by or on behalf of
the  Company,  its existing  stockholders  and the  Representatives,  including,
without  limitation,  the fees and  disbursements  of Lazard  Freres & Co.  LLC;
Preti, Flaherty, Beliveau & Pachios, LLC; Simpson Thacher & Bartlett;  Seyfarth,
Shaw,  Fairweather  & Geraldson;  Wakelin,  Hallock & O'Donovan;  Dow,  Lohnes &
Albertson,  PLLC;  PriceWaterhouseCoopers  L.L.P.;  and Watson  Wyatt & Company,
shall be paid by the Company.

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

                  If to the Company:

                                    Guy Gannett Communications
                                    One City Center
                                    P.O. Box 15277
                                    Portland, Maine 04112-5277
                                    Attention:   James E. Baker

                                                 Chief Financial Officer
                                    Facsimile No.: (207) 828-8160

                  with a copy to:

                                    Eric P. Stauffer, Esq.
                                    Preti, Flaherty, Beliveau & Pachios, LLC

                                    P.O. Box 9546
                                    One City Center
                                    Portland, Maine 04112-9546
                                    Facsimile No.:  (207) 791-3111

                  and

                                    Robert E. Spatt, Esq.
                                    Simpson Thacher & Bartlett
                                    425 Lexington Avenue
                                    New York, New York  10017-3954
                                    Facsimile No.:  (212) 455-2502

<PAGE>

                                                                              57

                  If to Purchaser:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attention:  President
                                    Facsimile No.:  (410)

                  with copy to:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attention:  General Counsel
                                    Facsimile No.:  (410) 662-4767

                  and

                                    Steven A. Thomas, Esq.
                                    Thomas & Libowitz, P.A.
                                    100 Light Street
                                    Suite 1100
                                    Baltimore, Maryland  21202-1053
                                    Facsimile No.: (410) 752-2046

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

     10.5 Benefit and Assignment.  This Agreement will be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
permitted  assigns.  Except  as  provided  in  Section  8.7,  there  shall be no
assignment  of any  interest  under  this  Agreement  by any party  except  that
Purchaser  may assign its rights  hereunder  to any wholly owned  subsidiary  of
Purchaser  and except  that after the  Closing the Company may assign its rights
hereunder to the Fund Holder;  provided,  however, that no such assignment shall
relieve  the  assignor  of its  obligations  under  this  Agreement.  Except  as
expressly  otherwise  provided in Article 8 hereof,  nothing herein,  express or
implied,  is  intended  to or shall  confer  upon any other  Person any legal or
equitable right,  benefit or remedy of any nature  whatsoever under or by reason
of this Agreement.

     10.6 Waiver.  Any party to this  Agreement  may (a) extend the time for the
performance  of any of the  obligations  or other acts of any other  party,  (b)
waive any inaccuracies in the  representations and warranties of any other party
contained herein or in any document delivered by any other party pursuant hereto
or (c) waive  compliance  with any of the  agreements or conditions of any other
party contained herein. Any such extension or waiver shall be valid

<PAGE>

                                                                              58

only if set forth in an  instrument  in writing  signed by the party to be bound
thereby.  Any waiver of any term or condition shall not be construed as a waiver
of any subsequent  breach or a subsequent  waiver of the same term or condition,
or a waiver of any other term or condition,  of this  Agreement.  The failure of
any party to assert any of its rights hereunder shall not constitute a waiver of
any such rights.

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

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

     10.9 Effect and Construction of this Agreement. This Agreement embodies the
entire  agreement and  understanding  of the parties with respect to the subject
matter hereof and  supersedes  any and all prior  agreements,  arrangements  and
understandings,  whether  written  or oral,  relating  to matters  provided  for
herein;  provided,  however, that the Confidentiality  Agreement shall remain in
effect until the Closing. The language used in this Agreement shall be deemed to
be the language chosen by the parties hereto to express their mutual  agreement,
and this Agreement shall not be deemed to have been prepared by any single party
hereto.  Disclosure of any fact or item in the Disclosure Schedule referenced by
a particular  paragraph or section in this Agreement shall, should the existence
of the fact or item or its  contents  be  relevant  to any  other  paragraph  or
section,  be deemed to be  disclosed  with  respect to that other  paragraph  or
section whether or not a specific cross reference appears,  if the disclosure in
respect of the one paragraph or section is  reasonably  sufficient to inform the
reader of the  information  required  to be  disclosed  in  respect  such  other
paragraph or section.  Disclosure of any fact or item in the Disclosure Schedule
shall  not  necessarily  mean that  such  item or fact,  individually  or in the
aggregate,  is material to the  business,  results of  operations  or  financial
condition of the Company. Time shall be of the essence in enforcing and applying
the covenants and  conditions set forth in this  Agreement.  The headings of the
sections  and  subsections  of  this  Agreement  are  inserted  as a  matter  of
convenience and for reference  purposes only and in no respect define,  limit or
describe the scope of this Agreement or the intent of any section or subsection.
This Agreement may be executed in one or more  counterparts and by the different
parties  hereto in separate  counterparts,  each of which when executed shall be
deemed to be an original but all of which taken  together  shall  constitute one
and the same agreement.  This Agreement and the rights and duties of the parties
hereunder  shall be governed by, and construed in accordance  with,  the laws of
the State of New York.

     10.10 Transfer and Conveyance  Taxes.  Purchaser and the Company shall each
be  liable  for and  shall  pay  one-half  of all  applicable  sales,  transfer,
recording, deed, stamp and other

<PAGE>

                                                                              59

similar  non-income taxes,  imposed in connection with transfers and conveyances
of the Assets,  including,  without  limitation,  any real property  transfer or
gains  taxes (if  any),  resulting  from the  consummation  of the  transactions
contemplated by this Agreement.

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

     10.12 Survival of Representations, Warranties and Covenants. The respective
representations  and warranties of the Company and Purchaser contained herein or
in any  certificate or special  warranty deed delivered  pursuant hereto and any
and all covenants and agreements  herein or therein (other than those  covenants
and  agreements  required by this  Agreement to be performed  after the Closing)
shall  expire  with,  and be  terminated  and  extinguished  upon,  the one year
anniversary of the Closing Date.

     Article  11.  No  Personal  Liability  for  Representatives,  Stockholders,
Directors or Officers.  Purchaser understands,  acknowledges and agrees that the
directors and officers and  consultants  of the Company,  the trustees under the
Employee Benefit Plans and the Representatives  have performed,  or may perform,
certain acts required or permitted under this Agreement on behalf of the Company
to facilitate the transactions among the parties to this Agreement  contemplated
herein.   Notwithstanding   anything  to  the  contrary   contained  herein,  no
stockholder,  director or officer of the Company, any such consultant,  any such
trustee or any Representative  (nor any Affiliate of the foregoing) shall, under
any  circumstances,  have,  and the Purchaser  hereby  absolves all such Persons
from, any personal liability to the Purchaser (and each of their its Affiliates)
for such acts to the extent deemed to be actions by or on behalf of the Company.

<PAGE>

                                                                              60

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

                                                   GUY GANNETT COMMUNICATIONS

                                                   By:
                                                      Name:
                                                      Title:

                                                   SINCLAIR COMMUNICATIONS, INC.

                                                   By:
                                                      Name:
                                                      Title:

<PAGE>

                                                                    Exhibit A to
                                                              Purchase Agreement

                BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS BILL OF SALE,  ASSIGNMENT AND ASSUMPTION  AGREEMENT (this "Agreement")
made as of __________________,  1998, by and between GUY GANNETT COMMUNICATIONS,
a Maine  corporation  ("the  Company"),  and  SINCLAIR  COMMUNICATIONS,  INC., a
Maryland corporation ("Purchaser").

     WHEREAS,  the Company and  Purchaser  are parties to a Purchase  Agreement,
dated as of September 4, 1998 (the "Purchase Agreement");

     WHEREAS,  pursuant  to the  Purchase  Agreement,  the Company has agreed to
sell,  assign,  transfer and deliver to Purchaser  all of the  Company's  right,
title and  interest  in and to all of the real,  personal  or mixed  properties,
assets and other rights,  both tangible and intangible  (other than the Excluded
Assets as defined in the Purchase Agreement), owned or leased by, or licensed to
or used or useful  by,  the  Company  on the  Closing  Date (as  defined  in the
Purchase  Agreement)  in  connection  with the  Company's  broadcast  television
business,  including all business,  operations and activities of the Station (as
defined  in  the  Purchase  Agreement)  (collectively,   the  "Assets"  and  the
"Business," respectively), and Purchaser has agreed to purchase, acquire, accept
and pay for the Assets and assume and agree to perform and fully  discharge when
due all  Liabilities  (as defined in the Purchase  Agreement) and obligations of
the Company  related to or arising from or in connection  with the Assets or the
Business, other than Retained Liabilities (as defined in the Purchase Agreement)
(collectively, the "Assumed Liabilities");

     WHEREAS,  the parties  wish to effect the sale,  assignment,  transfer  and
delivery of the Assets,  and  assumption of the Assumed  Liabilities by entering
into this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     Capitalized terms used herein and not otherwise defined are used as defined
in the Purchase Agreement.

     1.  Assignment  of Assets.  The Company  hereby  sells,  conveys,  assigns,
transfers and delivers to Purchaser, its successors and assigns, forever, all of
the  Company's  right,  title and interest in and to all of the Assets.  Without
limiting the generality of the foregoing, the Company is not selling, conveying,
assigning, transferring or delivering any of the Excluded Assets.

<PAGE>

     2.  Acceptance  of  Assignment;  Assumption of  Liabilities.  (a) Purchaser
hereby purchases, acquires, accepts and agrees to pay for all of the Assets, and
assumes  and  agrees  to  perform  and  fully  discharge  when  due all  Assumed
Liabilities.

          (b) Purchaser is not assuming,  nor shall  Purchaser be deemed to have
assumed,  the Retained  Liabilities  or any Liability or obligation  whatsoever,
except as expressly provided for in this Agreement and the Purchase Agreement.

     3. Purchase Agreement.  The provisions of this Agreement are subject to the
provisions of the Purchase Agreement. To the extent that such provisions and the
provisions of this Agreement are  inconsistent  with one another or in conflict,
the provisions of the Purchase  Agreement shall take precedence.  This Agreement
shall in no event enlarge, reduce or otherwise affect the rights,  warranties or
covenants  of the parties as set forth in the Purchase  Agreement.  The Purchase
Agreement shall survive the execution and delivery of this Agreement.

     4. Cooperation. The parties shall, from time to time, execute, acknowledge,
deliver  and  perform,  or cause to be  executed,  acknowledged,  delivered  and
performed,   all  such  further  instruments,   acts,  assignments,   transfers,
conveyances,  powers of attorney  and  assurances  as Purchaser  may  reasonably
request to more effectively convey,  transfer and vest in Purchaser,  and to put
Purchaser in possession and operating  control of the Assets and the Business in
accordance with the Purchase Agreement.

     5. Benefit and Assignment. This Agreement will be binding upon and inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

     6.  Construction  of this  Agreement.  The headings of the sections of this
Agreement are inserted as a matter of  convenience  and for  reference  purposes
only and in no respect define,  limit or describe the scope of this Agreement or
the intent of any section or  subsection.  This Agreement may be executed in one
or  more   counterparts  and  by  the  different   parties  hereto  in  separate
counterparts,  each of which when executed shall be deemed to be an original but
all of which taken together shall  constitute one and the same  agreement.  This
Agreement and the rights and duties of the parties  hereunder  shall be governed
by, and construed in accordance with, the laws of the State of New York.

     7.  Amendment.  This Agreement may not be amended or modified  except by an
instrument in writing signed by, or on behalf of, the Company and Purchaser.

                     [REST OF PAGE LEFT INTENTIONALLY BLANK,

                            SIGNATURE PAGE TO FOLLOW]

                                       2

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.

                                                   GUY GANNETT COMMUNICATIONS

                                                   By:

                                                      --------------------------
                                                      Name:
                                                      Title:

                                                   SINCLAIR COMMUNICATIONS, INC.

                                                   By:

                                                      --------------------------
                                                      Name:
                                                      Title:

                                       3

<PAGE>

                                                                    Exhibit B to
                                                              Purchase Agreement

                           ADJUSTMENT ESCROW AGREEMENT

     This   ADJUSTMENT   ESCROW   AGREEMENT  (this   "Agreement")   made  as  of
____________________,  1998,  by and among GUY GANNETT  COMMUNICATIONS,  a Maine
corporation  (the  "Company"),   SINCLAIR   COMMUNICATIONS,   INC.,  a  Maryland
corporation  ("Purchaser"),   and  [__________]  Bank,  a  [________  Bank],  as
Adjustment Escrow Agent (the "Adjustment Escrow Agent").

     WHEREAS,  the Company  and  Purchaser  are parties to a Purchase  Agreement
dated as of September 4, 1998 (the "Purchase Agreement");

     WHEREAS,  pursuant  to the  Purchase  Agreement,  the  Company  shall sell,
assign,  transfer  and  deliver to  Purchaser  the assets  and  business  of the
Business (as defined in the Purchase  Agreement),  and Purchaser  shall purchase
and acquire such assets and business;

     WHEREAS,   pursuant  to  Section  2.1(c)(ii)  of  the  Purchase  Agreement,
Purchaser  shall deliver to the Adjustment  Escrow Agent on the Closing Date (as
defined  in the  Purchase  Agreement),  the sum of (x)  $3,000,000  plus (y) the
Proposed  Earnings  Adjustment (as defined in the Purchase  Agreement),  if any,
(the "Adjustment Escrow Amount");

     WHEREAS, as contemplated by the Purchase  Agreement,  the Adjustment Escrow
Agent shall hold the  Adjustment  Escrow  Amount in escrow  until the Actual Net
Financial  Assets and the  Earnings  Adjustment  (in each case as defined in the
Purchase Agreement) are determined, following which the Adjustment Escrow Amount
is to be  distributed  in  accordance  with the Section  2.2(c) of the  Purchase
Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     Capitalized terms used herein and not otherwise defined are used as defined
in the Purchase Agreement.

     1. Appointment of Adjustment Escrow Agent. The Company and Purchaser hereby
appoint  [_____________  Bank] to act as Adjustment Escrow Agent hereunder,  and
[____________  Bank]  hereby  accepts  such  appointment  and  agrees  to act as
Adjustment Escrow Agent on the terms and conditions set forth hereinafter.

     2.  Adjustment  Escrow  Amount.  (a) On the Closing Date,  Purchaser  shall
deliver to the Adjustment Escrow Agent by wire transfer of immediately available
funds (to account number  [______________]  of the Adjustment  Escrow Agent (the
"Adjustment  Escrow  Account"))  the Adjustment  Escrow  Amount,  accompanied by
written  notice  from  Purchaser  identifying  such  amount as an  amount  being
delivered for deposit into the Adjustment Escrow Account.  The Adjustment Escrow
Agent shall acknowledge to Purchaser the Adjustment Escrow

<PAGE>

Agent's receipt of said amount.

          (b) The Adjustment Escrow Amount, not including the interest and other
investment income earned thereon,  shall only serve to pay the amounts set forth
in Section 4 hereof.

          (c)  The  Adjustment  Escrow  Agent  shall  hold  the  balance  of the
Adjustment  Escrow Amount (the "Adjustment  Escrowed Funds") in escrow and shall
not withdraw the Adjustment Escrowed Funds from the Adjustment Escrow Account or
use the Adjustment  Escrowed Funds for any other purpose,  except as provided in
this Agreement.

     3.  Investments of Adjustment  Escrowed  Funds.  (a) The Adjustment  Escrow
Agent shall invest and reinvest the Adjustment Escrowed Funds from time to time,
upon receipt of the written  instructions  thereto  issued by the Company or the
Fund Holder (as defined in Section 6 hereof), as the case may be, in:

     (i)  Commercial paper of any corporation  rated at least A-1 by S&P and P-1
          by Moody's;

     (ii) Negotiable certificates of deposit of United States banks having (A) a
          long-term  senior  debt rating of at least A by S&P and  Moody's,  (B)
          deposits in excess of  $2,000,000,000  and (C) commercial paper rating
          designations of at least A-1 by S&P and P-1 by Moody's;

     (iii)Repurchase  agreements  with any  United  States  bank which are fully
          collateralized   by  direct   obligations  of  the  United  States  or
          obligations  of agencies or  sponsored  agencies of the United  States
          government, excluding in all cases collateralized mortgage obligations
          of any kind; and

     (iv) Money market  instruments rated at least A-1 by S&P and P-1 by Moody's
          that are restricted to investments described in clause (iii);

provided that in no event shall any investment of the types  described in clause
(i), (ii) or (iv) exceed ten percent of the net assets of the issuer thereof and
provided further that all investments shall have maturity dates on or before the
anticipated dates of the relevant payments hereunder.

          (b) To the extent the Adjustment Escrow Agent invests any funds in the
manner  provided  for in this  Section  3 and in  accordance  with  the  written
instructions  from the Company or the Fund Holder,  as the case may be, no party
hereto  shall be liable for any loss which may be incurred by reason of any such
investment. No investment shall exceed the term of this Agreement.

          (c) The Adjustment  Escrow Agent shall have the power to reduce,  sell
or liquidate the foregoing  investments whenever it shall be required to release
all or any  portion  of the  Adjustment  Escrowed  Funds  pursuant  to Section 4
hereof.

                                       2

<PAGE>

          (d) The Adjustment  Escrow Agent is authorized to register  securities
held by it in its name or in the name of a  nominee  or in  bearer  form and may
deposit  any  securities  or  other  property  in a  depository  or  a  clearing
corporation.

          (e) Any interest or other investment income earned for the period from
the time that any portion of the Purchase  Price is delivered to the  Adjustment
Escrow Agent  pursuant to the Purchase  Agreement  until all amounts held in the
Adjustment  Escrow Account have been  distributed  in accordance  with Section 4
hereof shall be paid to the Company or the Fund  Holder,  as the case may be, in
addition to, and at the same time as, payment of the Adjustment  Escrowed Funds;
provided,  however,  that,  to the extent  that any  portion  of the  Adjustment
Escrowed Funds is paid to Purchaser  pursuant to of Section 4 hereof, a pro rata
portion of such interest or other investment income  (determined on the basis of
the relative  portions of the Adjustment  Escrowed Funds to be paid to Purchaser
and the Company or the Fund Holder, as the case may be,  respectively)  shall be
instead paid to Purchaser. Any such interest or other investment income shall be
deemed not to constitute Adjustment Escrowed Funds.

     4. Adjustment  Escrowed Funds. (a) As soon as practicable after the earlier
of an Adjustment Agreement or an Accounting Firm Determination (but in any event
within two Business Days after the Adjustment  Agreement or the Accounting  Firm
Determination),  (x)  Purchaser  and (y) the Company or the Fund Holder,  as the
case may be, shall give the Adjustment  Escrow Agent joint written  instructions
(an "Instruction") to distribute amounts from the Adjustment  Escrowed Funds and
the  interest  and other  investment  income  earned to the  Company or the Fund
Holder,  as the case may be,  and (if  applicable)  Purchaser  respectively,  in
accordance with Sections 2.2(c) and 2.2(d) of the Purchase Agreement.

          (b) Each  Instruction  given by Purchaser  and the Company or the Fund
Holder, as the case may be, to the Adjustment Escrow Agent shall be signed by an
authorized  representative  of Purchaser and the Company or the Fund Holder,  as
the case may be.

          (c) Promptly  upon receipt of the  Instruction  from (x) Purchaser and
(y) the Company or the Fund Holder,  as the case may be, the  Adjustment  Escrow
Agent shall distribute the Adjustment  Escrowed Funds and the interest and other
investment income earned in accordance with the Instruction.

          (d) The  Adjustment  Escrow Agent shall make no payment or delivery to
Purchaser  and/or the  Company or the Fund  Holder,  as the case may be,  except
pursuant to (i) an Instruction signed by the authorized  representatives of both
Purchaser and the Company or the Fund Holder, as the case may be or (ii) a final
nonappealable  order,  judgment,  writ,  decree of any Federal or State court of
competent jurisdiction.

          (e) All  payments to be made  pursuant to this Section 4 shall be made
by wire  transfer  in  immediately  available  funds to the  Person  or  Persons
entitled thereto.

     5. Purchase Agreement.  The provisions of this Agreement are subject to the
provisions of the Purchase Agreement,  including, without limitation,  Article 2
thereof. To the extent that such provisions and the provisions of this Agreement
are inconsistent with one

                                       3

<PAGE>

another or in conflict,  the  provisions  of the Purchase  Agreement  shall take
precedence.

     6. Fund Holder.  The parties hereto expressly  acknowledge that the Company
may assign all of its rights and obligations  under this Agreement and to and in
the  Adjustment  Escrowed  Funds to the  stockholders  of the  Company or to any
person or entity or any persons or entities  acting  directly or  indirectly  on
behalf of the Company or such  stockholders.  Upon such  assignment and upon the
Company's delivery to the parties hereto of a notice thereof,  the Company shall
be released from all of its obligations  under this  Agreement.  As used herein,
the term "Fund Holder" means the person, persons, entity and/or entities to whom
the Company's rights and obligations hereunder have been assigned.

     7. Settlement of Disputes. Any dispute which may arise under this Agreement
with respect to the delivery  and/or  ownership  or right of  possession  of the
Adjustment  Escrowed Funds (or other funds held by the  Adjustment  Escrow Agent
pursuant  hereto) or any part thereof,  or the duties of the  Adjustment  Escrow
Agent  hereunder,  shall be settled either by mutual agreement of the Company or
the Fund Holder,  as the case may be, and Purchaser  (evidenced  by  appropriate
instructions in writing to the Adjustment Escrow Agent,  signed by such parties)
or, failing such agreement,  either the Company or the Fund Holder,  as the case
may be, or  Purchaser  shall have the right to submit the dispute to any federal
or state court located in Portland, Maine. Each party waives any objection which
it may now or hereafter have to the laying of venue of any such proceeding,  and
irrevocably  submits to the jurisdiction of such courts in any such suit, action
or proceeding.  The Adjustment Escrow Agent shall be under no duty whatsoever to
institute or defend any such  proceedings.  Prior to the  settlement of any such
dispute, the Adjustment Escrow Agent is authorized and directed to retain in its
possession, without liability to anyone, that portion of the Adjustment Escrowed
Funds and the interest and other  investment  income earned thereon which is the
subject of such dispute.

     8. Concerning the Adjustment  Escrow Agent. (a) The Adjustment Escrow Agent
shall  have no duties  or  responsibilities  except  those  expressly  set forth
herein.  The Adjustment  Escrow Agent may consult with counsel and shall have no
liability  hereunder  except for its own bad faith,  gross negligence or willful
misconduct.  It may rely on any  notice,  instruction,  certificate,  statement,
request,  consent,   confirmation,   agreement  or  other  instrument  which  it
reasonably  believes  to be genuine and to have been  signed or  presented  by a
proper Person or Persons.

          (b) The  Adjustment  Escrow Agent shall have no duties with respect to
any  agreement  or  agreements  with  respect  to any  or all of the  Adjustment
Escrowed Funds and the interest and other investment income earned thereon other
than as  provided  in this  Agreement.  In the  event  that any of the terms and
provisions of any other agreement  between any of the parties hereto (other than
the Purchase  Agreement)  conflict or is inconsistent  with any of the terms and
provisions of this  Agreement,  the terms and provisions of this Agreement shall
govern  and  control  in all  respects.  Notwithstanding  any  provision  to the
contrary  contained in any other agreement  (including without  limitation,  the
Purchase  Agreement),  the Adjustment Escrow Agent shall have no interest in the
Adjustment  Escrowed  Funds or the interest and other  investment  income earned
thereon except as provided in this Agreement.

                                       4

<PAGE>

          (c) So long as the  Adjustment  Escrow Agent shall have any obligation
to pay any amount to the Company or the Fund Holder,  as the case may be, and/or
Purchaser from the Adjustment  Escrowed Funds hereunder,  the Adjustment  Escrow
Agent shall keep proper books of record and  account,  in which full and correct
entries shall be made of all receipts,  disbursements and investment activity in
the Adjustment Escrow Account.

          (d) The  Adjustment  Escrow Agent shall  furnish to the Company or the
Fund Holder,  as the case may be, and  Purchaser  monthly  statements of account
with respect to the  Adjustment  Escrowed Funds showing the dates and amounts of
all  deposits,  disbursements,  interest  and other  investment  income  and the
balance remaining on deposit.

          (e) The Adjustment Escrow Agent shall not be bound by any modification
of this Agreement affecting the rights, duties and obligations of the Adjustment
Escrow  Agent,  unless such  modification  shall be in writing and signed by the
other parties hereto, and the Adjustment Escrow Agent shall have given its prior
or  contemporaneous  written consent thereto.  The Adjustment Escrow Agent shall
not be bound by any other  modification of this Agreement  unless the Adjustment
Escrow Agent shall have received written notice thereof.

          (f) The Adjustment Escrow Agent may resign as escrow agent at any time
by giving 60 days written  notice by registered or certified mail to the Company
or the Fund  Holder,  as the case may be, and  Purchaser,  and such  resignation
shall take effect at the end of such 60 days or upon  earlier  appointment  of a
successor  Adjustment  Escrow Agent. The Company or the Fund Holder, as the case
may be, and  Purchaser may remove the  Adjustment  Escrow Agent at any time upon
written  notice by the Company and Purchaser  jointly to the  Adjustment  Escrow
Agent with immediate  effect.  The resignation or removal shall not be effective
unless and until a successor Adjustment Escrow Agent is appointed by the Company
or the Fund Holder,  as the case may be, and Purchaser.  The Company or the Fund
Holder,  as the case may be, and Purchaser shall undertake to utilize their best
efforts to arrange for the appointment of a successor  Adjustment  Escrow Agent.
If any instrument of acceptance by a successor Adjustment Escrow Agent shall not
have been  delivered  to the  Adjustment  Escrow  Agent within 60 days after the
delivery of its notice of  resignation  by the  Adjustment  Escrow  Agent or its
receipt of the notice of removal,  the  resigning or removed  Adjustment  Escrow
Agent may, at the expense of the Company or the Fund Holder, as the case may be,
and Purchaser,  petition any court of competent jurisdiction for the appointment
of a successor Adjustment Escrow Agent.

          (g) If at any time  hereafter  the  Adjustment  Escrow  Agent shall be
dissolved or otherwise become incapable of acting,  or the bank or trust company
acting as the  Adjustment  Escrow  Agent  shall be taken over by any  government
official,  agency, department or board, or the position of the Adjustment Escrow
Agent  shall  become  vacant for any of the  foregoing  reasons or for any other
reason,  the Company or the Fund Holder, as the case may be, and Purchaser shall
jointly appoint a successor Adjustment Escrow Agent to fill such vacancy.

          (h) Every successor  Adjustment Escrow Agent appointed hereunder shall
execute,  acknowledge and deliver to its predecessor, and also to the Company or
the Fund  Holder,  as the case may be, and  Purchaser an  instrument  in writing
accepting such appointment  hereunder,  and thereupon such successor  Adjustment
Escrow Agent, without any further act,

                                       5

<PAGE>

shall become fully vested with all the rights,  immunities  and powers and shall
be subject to all of the duties and obligations,  of its predecessor  Adjustment
Escrow Agent as if originally  named herein;  and every  predecessor  Adjustment
Escrow Agent shall deliver to its successor,  all property and moneys held by it
hereunder and all  information  required to properly  perform the obligations of
the Adjustment Escrow Agent set forth in this Agreement.

          (i) The  Adjustment  Escrow  Agent's  fees shall be in the amounts set
forth on Exhibit A hereto.  In addition,  the  Adjustment  Escrow Agent shall be
reimbursed  for its  reasonable  out of pocket costs  incurred in performing its
obligations under this Agreement upon presentation of any invoices thereof.

          (j) The Company and Purchaser  shall each be responsible  for one-half
of the fees and expenses of the Adjustment Escrow Agent.

          (k) The Company or the Fund Holder,  as the case may be, and Purchaser
shall jointly but not severally  indemnify and hold the Adjustment  Escrow Agent
harmless from and against any and all expenses (including  reasonable attorneys'
fees), liabilities, claims, damages, actions, suits or other charges incurred by
or assessed against the Adjustment  Escrow Agent for anything done or omitted by
the Adjustment  Escrow Agent in the performance of the Adjustment Escrow Agent's
duties  hereunder,  except such which result from the Adjustment  Escrow Agent's
bad faith, gross negligence or willful misconduct.

          (1) Insofar as required by any Governmental Authority,  the Adjustment
Escrow  Agent shall  provide all  information  and file all forms or returns and
withhold  all Taxes  required to be withheld  with regard to the  payments  made
pursuant to this Agreement, including, without limitation, information and forms
and returns relating to income Taxes.

     9.  Termination of the Adjustment  Escrow  Agreement.  This Agreement shall
terminate upon the distribution of all of the Adjustment  Escrowed Funds and the
interest and other  investment  income earned thereon by the  Adjustment  Escrow
Agent, or its successor, if any.

     10.  Miscellaneous.  (a) This  Agreement  and the  rights and duties of the
parties  hereunder  shall be governed by, and construed in accordance  with, the
laws of the State of New York.

          (b) This  Agreement  shall be  binding  upon  and  shall  inure to the
benefit of the parties hereto and their respective successors and assigns.

          (c) This Agreement may be executed in one or more  counterparts and by
the  different  parties  hereto in  separate  counterparts,  each of which  when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

          (d) Section headings contained herein have been inserted for reference
purposes only and shall not be construed as part of this Agreement.

                                       6

<PAGE>

          (e) This  Agreement  may be  modified  or  amended  only by a  written
instrument duly executed by all parties hereto or their respective successors or
assigns.

          (f)  Any  notice,   demand,   claim,  notice  of  claim,   request  or
communication  required or  permitted to be given under the  provisions  of this
Agreement  shall be in  writing  and shall be deemed to have been duly given (i)
upon  delivery if delivered in person,  (ii) on the next  Business Day after the
date of mailing if mailed by registered or certified  mail,  postage prepaid and
return  receipt  requested,  (iii) on the next  Business  Day  after the date of
delivery to a national  overnight courier service,  or (iv) upon transmission by
facsimile  (if such  transmission  is confirmed by the  addressee)  if delivered
through such  services to the following  addresses,  or to such other address as
any party may request by notifying  in writing all of the other  parties to this
Agreement in accordance with this Section l0(f):

                           If to the Company:

                                    Guy Gannett Communications
                                    One City Center
                                    P. O. Box 15277
                                    Portland, Maine  04112-5277
                                    Attention:   James E. Baker

                                                 Chief Financial Officer
                                    Facsimile No.: (207) 828-8160

                  with copy to:

                                    Eric P. Stauffer, Esq.
                                    Preti, Flaherty, Beliveau & Pachios, LLC

                                    P. O. Box 9546
                                    One City Center
                                    Portland, Maine  04112-9546
                                    Facsimile No.: (207) 791-3111

                  and

                                    Robert E. Spatt, Esq.
                                    Simpson, Thacher & Bartlett
                                    425 Lexington Avenue
                                    New York, New York  10017-3954
                                    Facsimile No.: (212) 455-2502

                  If to Purchaser:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attention:       President

                                       7

<PAGE>

                                    Facsimile No.:   (410) 467-5043

                  with a copy to:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attention:       General Counsel
                                    Facsimile No.:   (410) 662-4707

                  and

                                    Thomas & Libowitz, P.A.
                                    100 Light Street, Suite 1100
                                    Baltimore, Maryland  21202-1053
                                    Attention:       Steven A. Thomas, Esquire
                                    Facsimile No.:   (410) 752-2046

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

          (g) The Adjustment Escrow Agent shall not be liable to pay any Tax, if
any,  on any  interest  or other  investment  income  earned  on the  Adjustment
Escrowed  Funds,  it being the  understanding  of the parties  that any such Tax
shall be the  responsibility  of the party or parties  entitled  to receive  the
Adjustment  Escrowed  Funds and any such  interest or other  investment  income,
allocated  between  parties  on  the  basis  of  the  relative  portions  of the
Adjustment  Escrow  Account to be paid to Purchaser  and the Company or the Fund
Holder, as the case may be, respectively, pursuant to Section 4(a) hereof

          (h) If any  party  hereto  refuses  to  comply  with,  or at any  time
violates or attempts to violate,  any term,  covenant or agreement  contained in
this  Agreement,  any other party hereto may, by injunctive  action,  compel the
defaulting party to comply with, or refrain from violating,  such term, covenant
or agreement,  and may, by injunctive action, compel specific performance of the
obligations of the defaulting party.

          (i) Except as  provided  herein,  the rights  and  obligations  of the
parties under this  Agreement  shall not be assigned to any Person,  without the
written  consent  of the other  parties.  This  Agreement  shall not  confer any
benefits on any Persons other than the parties hereto.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

                            SIGNATURE PAGE TO FOLLOW]

                                       8

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered on the date first above written.

                                      [____________]BANK, as Adjustment Escrow
                                      Agent

                                      By:

                                         ---------------------------------------
                                      Name:

                                         ---------------------------------------
                                      Title:

                                         ---------------------------------------

                                      GUY GANNETT COMMUNICATIONS

                                      By:

                                         ---------------------------------------
                                      Name:

                                         ---------------------------------------
                                      Title:

                                         ---------------------------------------

                                      SINCLAIR COMMUNICATIONS, INC.

                                      By:

                                         ---------------------------------------
                                      Name:

                                         ---------------------------------------
                                      Title:

                                         ---------------------------------------



                                       9

<PAGE>

                                                                    Exhibit B to
                                                     Adjustment Escrow Agreement

                         ADJUSTMENT ESCROW AGENT'S FEES

                         ------------------------------



<PAGE>

                                                                    Exhibit C to
                                                              Purchase Agreement

                            SECURITY ESCROW AGREEMENT

     This   SECURITY   ESCROW   AGREEMENT   (this   "Agreement")   made   as  of
[_____________],  1998,  by  and  among  GUY  GANNETT  COMMUNICATIONS,  a  Maine
corporation  (the  "Company"),   SINCLAIR   COMMUNICATIONS,   INC.,  a  Maryland
Corporation (the "Purchaser"),  and [_____________] Bank, a [_____________Bank],
as Security Escrow Agent (the "Security Escrow Agent").

     WHEREAS,  the Company  and  Purchaser  are parties to a Purchase  Agreement
dated as of September 4, 1998 (the "Purchase Agreement");

     WHEREAS,  pursuant  to the  Purchase  Agreement,  the  Company  shall sell,
assign,  transfer  and  deliver to  Purchaser  the assets  and  business  of the
Business (as defined in the Purchase  Agreement),  and Purchaser  shall purchase
and acquire such assets and business;

     WHEREAS,  pursuant  to  Section  2.1(c)(iii)  of  the  Purchase  Agreement,
Purchaser  shall  deliver  on the  Closing  Date  (as  defined  in the  Purchase
Agreement)  an amount of  $8,000,000  of the  Purchase  Price (as defined in the
Purchase  Agreement) to the Security Escrow Agent as security for the payment of
certain amounts (i) as to which Purchaser may become entitled to indemnification
pursuant to Article 8 of the Purchase Agreement,  (ii) as to which Purchaser may
become  entitled to pursuant to Section  5.8(a) of the  Purchase  Agreement  and
(iii) that may be payable to Purchaser pursuant to Section 2.2(c)(iii)(B) of the
Purchase Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants contained herein, the parties hereto agree as follows:

     Capitalized terms used herein and not otherwise defined are used as defined
in the Purchase Agreement.

     1.  Appointment of Security Escrow Agent.  The Company and Purchaser hereby
appoint  [___________  Bank] to act as  Security  Escrow  Agent  hereunder,  and
[______________  Bank]  hereby  accepts  such  appointment  and agrees to act as
Security Escrow Agent on the terms and conditions set forth hereinafter.

     2. Security Escrow Amount. (a) On the Closing Date, Purchaser shall deliver
to the Security Escrow Agent by wire transfer of immediately available funds (to
account number  [__________] of the Security Escrow Agent (the "Security  Escrow
Account")) the amount of $8,000,000 (the "Security Escrow Amount"),  accompanied
by written  notice from  Purchaser  identifying  such amount as an amount  being
delivered  for deposit into the Security  Escrow  Account.  The Security  Escrow
Agent shall acknowledge to Purchaser the Security Escrow Agent's receipt of said
amount.

          (b) The Security  Escrow Amount,  not including the interest and other
investment

<PAGE>

income earned  thereon,  shall only serve to secure the  performance  of (i) the
indemnification  obligations  of the  Company  as set forth in  Article 8 of the
Purchase Agreement,  (ii) the obligations of the Company as set forth in Section
5.8(a) of the Purchase  Agreement and (iii) certain of the obligations set forth
in Section 2.2(c)(iii)(B) of the Purchase Agreement.

          (c) The  Security  Escrow Agent shall hold the balance of the Security
Escrow Amount (the "Security  Escrowed  Funds") in escrow and shall not withdraw
the Security Escrowed Funds from the Security Escrow Account or use the Security
Escrowed Funds for any other purpose, except as provided in this Agreement.

     3.  Investments of Security  Escrowed Funds.  (a) The Security Escrow Agent
shall invest and reinvest the Security  Escrowed  Funds from time to time,  upon
receipt of the written  instructions  thereto  issued by the Company or the Fund
Holder (as defined in Section 7 hereof), in:

     (i)  Commercial paper of any corporation  rated at least A-1 by S&P and P-1
          by Moody's;

     (ii) Negotiable certificates of deposit of United States banks having (A) a
          long-term  senior  debt rating of at least A by S&P and  Moody's,  (B)
          deposits in excess of  $2,000,000,000  and (C) commercial paper rating
          designations of at least A-1 by S&P and P-1 by Moody's;

     (iii)Repurchase  agreements  with any  United  States  bank which are fully
          collateralized   by  direct   obligations  of  the  United  States  or
          obligations  of agencies or  sponsored  agencies of the United  States
          government, excluding in all cases collateralized mortgage obligations
          of any kind; and

     (iv) Money market  instruments rated at least A-1 by S&P and P-1 by Moody's
          that are restricted to investments described in clause (iii);

provided that in no event shall any investment of the types  described in clause
(i), (ii) or (iv) exceed ten percent of the net assets of the issuer thereof and
provided further that all investments shall have maturity dates on or before the
anticipated dates of the relevant payments hereunder.

          (b) To the extent the Security  Escrow Agent  invests any funds in the
manner  provided  for in this  Section  3 and in  accordance  with  the  written
instructions  from the Company or the Fund Holder,  as the case may be, no party
hereto  shall be liable for any loss which may be incurred by reason of any such
investment. No investment shall exceed the term of this Agreement.

          (c) The Security Escrow Agent shall have the power to reduce,  sell or
liquidate the foregoing investments whenever it shall be required to release all
or any portion of the Security Escrowed Funds pursuant to Section 4 or 5 hereof.

          (d) The Security  Escrow Agent is  authorized  to register  securities
held by it in its

                                       2

<PAGE>

name or in the  name  of a  nominee  or in  bearer  form  and  may  deposit  any
securities or other property in a depository or a clearing corporation.

          (e) Any interest or other investment income earned for the period from
the time that the Security  Escrow  Amount is  delivered to the Security  Escrow
Agent until all the Security  Escrowed Funds have been distributed in accordance
with Section 5 hereof,  shall be paid monthly to the Company or the Fund Holder,
as the case may be,  provided  that no such  payments  shall be made until (i) a
determination of whether any payment out of the Security Escrow Account pursuant
to Section  2.2(c)(iii)(B) of the Purchase  Agreement is required and (ii) if so
required,  such payment has been made; provided further, that to the extent that
any portion of the  Security  Escrowed  Funds is paid to  Purchaser  pursuant to
Section  2.2(c)(iii)(B)  of the Purchase  Agreement,  a pro rata portion of such
interest or other  investment  income  earned  through the date of such  payment
(determined on the basis of the relative portions of the Security Escrowed Funds
so paid and that not so paid)  shall be instead  paid to  Purchaser  at the time
such portion of the Security  Escrowed Funds is paid to Purchaser;  and provided
further that the  Security  Escrow  Agent shall  retain  interest or  investment
income to the extent  necessary to replenish  previous losses incurred by reason
of any  investment  under  Section  3(a) that  resulted  in a  reduction  in the
principal  amount of the  Security  Escrow  Amount.  Any such  interest or other
investment income shall be deemed not to constitute Security Escrowed Funds.

     4. Claim  Notices.  (a) During the period from the  Closing  Date until the
Scheduled  Escrow  Expiration Date (as defined in Section 10 hereof),  Purchaser
acting on its own or, in the event set forth under (i) hereof,  on behalf of any
other Purchaser  Indemnified Party (together for the purposes of this Section 4,
"Purchaser")  shall be entitled to give the Security Escrow Agent written notice
(a "Claim  Notice") of (i) any Claims and Damages  incurred by it or a Purchaser
Indemnified  Party for which  Purchaser  claims that the Company is obligated to
indemnify Purchaser pursuant to Article 8 of the Purchase Agreement, (ii) 50% of
any payment made by Purchaser to any Business  Employee pursuant to the terms of
the Severance  Agreements listed in Sections 3.14.1 and 3.14.2 of the Disclosure
Schedule  to the  Purchase  Agreement,  which  Purchaser  is entitled to recover
pursuant to Section 5.8(a) of the Purchase Agreement or (iii) the amount that is
to be delivered to Purchaser pursuant to Section  2.2(c)(iii)(B) of the Purchase
Agreement.

          (b) Each Claim Notice given by Purchaser to the Security  Escrow Agent
shall be signed  by an  authorized  representative  of  Purchaser  and (i) shall
include the  information  required under Section 8.5 of the Purchase  Agreement,
including, for as far as its concerns a Claim Notice for Claims and Damages, the
nature and  details of such  Claims and  Damages,  the  section of the  Purchase
Agreement  pursuant to which the Claim Notice is made,  the amount of Claims and
Damages,  if  reasonably  ascertainable  by Purchaser  (or a statement  that the
amount thereof is not then reasonably  ascertainable  by Purchaser and the basis
for such  statement)  and whether or not such Claims and Damages  arise from the
assertion  of  liability  by a third party or (ii) set forth  Purchaser's  claim
pursuant to Section 5.8(a) or 2.2(c)(iii)(B) of the Purchase Agreement.

          (c) Promptly  upon receipt of the Claim  Notice,  the Security  Escrow
Agent shall give notice  thereof to the Company or the Fund Holder,  as the case
may be, by  transmitting  a copy of such Claim Notice to the Company or the Fund
Holder, as the case may be, in the

                                       3

<PAGE>

manner and to the address specified in Section 1l(f) hereof.

          (d) The  Security  Escrow  Agent  shall make no payment or delivery to
Purchaser or any Purchaser  Indemnified  Party for which a Claim Notice has been
given to the Security  Escrow Agent pursuant to this Section 4, or for the first
payment of interest or other investment  income pursuant to Section 3(e), except
pursuant to (i) written  instructions to the Security Escrow Agent signed by the
authorized  representatives  of Purchaser and of the Company or the Fund Holder,
as the case may be (the "Joint  Order"),  or (ii) a final  nonappealable  order,
judgment,  writ, decree of any Federal or State court of competent  jurisdiction
(the "Court Order").  Claims and Damages, or such portion of Claims and Damages,
that have not been paid to Purchaser or otherwise resolved by a Joint Order or a
Court Order, together with all unresolved claims with respect to Sections 5.8(a)
and 2.2(c)(iii)(B), are herein referred to collectively as "Pending Claims".

     5.  Distribution  of the  Security  Escrowed  Funds.  All cash  held in the
Security  Escrow  Account  on the  Scheduled  Escrow  Expiration  Date  shall be
distributed as follows:

          (a) The Security Escrow Agent shall deliver to the Company or the Fund
Holder, as the case may be, by wire transfer to a bank account designated by the
Company or the Fund Holder,  as the case may be, the amount by which the balance
in the  Security  Escrow  Account as of the  Scheduled  Escrow  Expiration  Date
exceeds the aggregate amount for all  indemnification  or other payments claimed
under Pending  Claims  described in all Claim Notices with respect  thereto (the
"Reserves") as of the Scheduled Escrow Expiration Date.

          (b) An amount  equal to the  aggregate  amount of the  Reserves  shall
continue to be held by the Security  Escrow Agent as Security  Escrowed Funds as
long as, and to the extent that, such Pending Claims have not been resolved by a
Joint Order or a Court Order.

          (c) Whenever any Pending Claim is resolved by a Joint Order or a Court
Order,  the amount of such Pending Claim shall be disposed of in accordance with
such Joint Order or Court Order.

          (d) Upon a Joint Order or a Court Order,  money may be  distributed at
any time to Purchaser and the Company or the Fund Holder, as the case may be, or
both of them.

     6. Purchase Agreement.  The provisions of this Agreement are subject to the
provisions of the Purchase Agreement,  including,  without limitation,  Sections
2.2(c),  2.3,  2.4 and 5.8(a) and  Article 8  thereof.  To the extent  that such
provisions  and the  provisions  of this  Agreement  are  inconsistent  with one
another or in conflict,  the  provisions  of the Purchase  Agreement  shall take
precedence.

     7. Fund Holder.  The parties hereto expressly  acknowledge that the Company
may assign all of its rights and obligations  under this Agreement and to and in
the Security  Escrowed Funds to the stockholders of the Company or to any person
or entity or any persons or entities  acting directly or indirectly on behalf of
the Company or such  stockholders.  Upon such  assignment and upon the Company's
delivery to the parties hereto of a notice thereof, the

                                       4

<PAGE>

Company shall be released from all of its obligations  under this Agreement.  As
used herein,  the term "Fund  Holder" means the person,  persons,  entity and/or
entities  to whom the  Company's  rights  and  obligations  hereunder  have been
assigned.

     8. Settlement of Disputes. Any dispute which may arise under this Agreement
with respect to the delivery  and/or  ownership  or right of  possession  of the
Security  Escrowed  Funds or any part  thereof,  or the  duties of the  Security
Escrow  Agent  hereunder,  shall be settled  either by mutual  agreement  of the
Company or the Fund  Holder,  as the case may be, and  Purchaser  (evidenced  by
appropriate instructions in writing to the Security Escrow Agent, signed by such
parties) or, failing such agreement,  either the Company or the Fund Holder,  as
the case may be, or Purchaser  shall have the right to submit the dispute to any
federal  or state  court  located in  Portland,  Maine.  Each  party  waives any
objection  which it may now or hereafter have to the laying of venue of any such
proceeding,  and irrevocably  submits to the  jurisdiction of such courts in any
such suit,  action or  proceeding.  The Security  Escrow Agent shall be under no
duty  whatsoever  to  institute  or defend  any such  proceedings.  Prior to the
settlement of any such  dispute,  the Security  Escrow Agent is  authorized  and
directed to retain in its possession,  without liability to anyone, that portion
of the Security  Escrowed  Funds and the interest  and other  investment  income
earned thereon which is the subject of such dispute.

     9.  Concerning  the Security  Escrow Agent.  (a) The Security  Escrow Agent
shall  have no duties  or  responsibilities  except  those  expressly  set forth
herein.  The  Security  Escrow  Agent may consult with counsel and shall have no
liability  hereunder  except for its own bad faith,  gross negligence or willful
misconduct.  It may rely on any  notice,  instruction,  certificate,  statement,
request,  consent,   confirmation,   agreement  or  other  instrument  which  it
reasonably  believes  to be genuine and to have been  signed or  presented  by a
proper Person or Persons.

          (b) The Security Escrow Agent shall have no duties with respect to any
agreement or  agreements  with  respect to any or all of the  Security  Escrowed
Funds and the  interest  and  investment  income  earned  thereon  other than as
provided in this Agreement. In the event that any of the terms and provisions of
any other  agreement  between any of the parties hereto (other than the Purchase
Agreement)  conflict or is inconsistent  with any of the terms and provisions of
this  Agreement,  the terms and  provisions of this  Agreement  shall govern and
control in all respects. Notwithstanding any provision to the contrary contained
in any other agreement (including,  without limitation, the Purchase Agreement),
the Security Escrow Agent shall have no interest in the Security  Escrowed Funds
or the interest and other investment income earned thereon except as provided in
this Agreement.

          (c) So long as the Security  Escrow Agent shall have any obligation to
pay any amount to the  Company or the Fund  Holder,  as the case may be,  and/or
Purchaser from the Security Escrowed Funds hereunder,  the Security Escrow Agent
shall keep proper books of record and account, in which full and correct entries
shall be made of all  receipts,  disbursements  and  investment  activity in the
Security Escrow Account.

          (d) The Security Escrow Agent shall furnish to the Company or the Fund
Holder,  as the case may be, and  Purchaser  monthly  statements of account with
respect to the  Security  Escrowed  Funds  showing  the dates and amounts of all
deposits, disbursements, interest and other

                                       5

<PAGE>

investment income and the balance remaining on deposit.

          (e) The Security  Escrow Agent shall not be bound by any  modification
of this Agreement  affecting the rights,  duties and obligations of the Security
Escrow  Agent,  unless such  modification  shall be in writing and signed by the
other parties  hereto,  and the Security Escrow Agent shall have given its prior
or contemporaneous  written consent thereto. The Security Escrow Agent shall not
be bound by any other  modification of this Agreement unless the Security Escrow
Agent shall have received written notice thereof.

          (I) The  Security  Escrow Agent may resign as escrow agent at any time
by giving 60 days written  notice by registered or certified mail to the Company
or the Fund  Holder,  as the case may be, and  Purchaser,  and such  resignation
shall take effect at the end of such 60 days or upon  earlier  appointment  of a
successor Security Escrow Agent. The Company or the Fund Holder, as the case may
be, and Purchaser may remove the Security  Escrow Agent at any time upon written
notice by the  Company or the Fund  Holder,  as the case may be,  and  Purchaser
jointly to the Security Escrow Agent with immediate  effect.  The resignation or
removal  shall not be  effective  unless and until a successor  Security  Escrow
Agent is appointed  by the Company or the Fund  Holder,  as the case may be, and
Purchaser.  The Company or the Fund  Holder,  as the case may be, and  Purchaser
shall  undertake to utilize their best efforts to arrange for the appointment of
a  successor  Security  Escrow  Agent.  If any  instrument  of  acceptance  by a
successor  Security  Escrow Agent shall not have been  delivered to the Security
Escrow Agent within 60 days after the delivery of its notice of  resignation  by
the Security Escrow Agent or its receipt of the notice of removal, the resigning
or removed  Security Escrow Agent may, at the expense of the Company or the Fund
Holder,  as the case may be,  and  Purchaser,  petition  any court of  competent
jurisdiction for the appointment of a successor Security Escrow Agent.

          (g) If at any  time  hereafter  the  Security  Escrow  Agent  shall be
dissolved or otherwise become incapable of acting,  or the bank or trust company
acting  as the  Security  Escrow  Agent  shall be taken  over by any  government
official,  agency,  department or board,  or the position of the Security Escrow
Agent  shall  become  vacant for any of the  foregoing  reasons or for any other
reason,  the Company or the Fund Holder, as the case may be, and Purchaser shall
jointly appoint a successor Security Escrow Agent to fill such vacancy.

          (h) Every successor  Security  Escrow Agent appointed  hereunder shall
execute,  acknowledge and deliver to its predecessor, and also to the Company or
the Fund  Holder,  as the case may be, and  Purchaser an  instrument  in writing
accepting such  appointment  hereunder,  and thereupon  such successor  Security
Escrow  Agent,  without any further act,  shall become fully vested with all the
rights,  immunities  and  powers  and shall be  subject to all of the duties and
obligations,  of its predecessor  Security  Escrow Agent as if originally  named
herein;  and every  predecessor  Security  Escrow  Agent  shall  deliver  to its
successor,  all  property and moneys held by it  hereunder  and all  information
required to properly  perform the  obligations of the Security  Escrow Agent set
forth in this Agreement.

          (i) The Security Escrow Agent's fees shall be in the amounts set forth
on Exhibit A hereto. In addition,  the Security Escrow Agent shall be reimbursed
on demand for its  reasonable  out of pocket costs  incurred in  performing  its
obligations under this Agreement upon

                                       6

<PAGE>

its presentation of any invoices thereof.

          (j) The Company and Purchaser shall each be responsible for payment of
one half of the fees and expenses of the Security  Escrow  Agent,  including the
expenses set forth in Section 9(i) hereof.

          (k) The Company or the Fund Holder,  as the case may be, and Purchaser
shall indemnify and hold the Security Escrow Agent harmless from and against any
and all expenses (including  reasonable attorneys' fees),  liabilities,  claims,
damages,  actions,  suits or other charges  incurred by or assessed  against the
Security  Escrow Agent for anything done or omitted by the Security Escrow Agent
in the performance of the Security Escrow Agent's duties hereunder,  except such
which result from the Security  Escrow  Agent's bad faith,  gross  negligence or
willful misconduct.

          (1) Insofar as required by any governmental  agency or authority,  the
Security  Escrow  Agent  shall  provide  all  information  and file all forms or
returns  and  withhold  all Taxes  required  to be  withheld  with regard to the
payments  made  pursuant  to  this  Agreement,  including,  without  limitation,
information and forms and returns relating to income Taxes.

     10.  Termination of the Security  Escrow  Agreement.  This Agreement  shall
terminate upon the earlier to occur of: (i) the first anniversary of the Closing
Date (the "Scheduled  Escrow  Expiration Date") and (ii) the distribution of all
of the Security  Escrowed  Funds and the interest  and other  investment  income
earned  thereon  by the  Security  Escrow  Agent  pursuant  to  this  Agreement;
provided,  however,  that if there are any  unresolved  or unsettled  Claims and
Damages outstanding on the Scheduled Escrow Expiration Date, this Agreement will
not  terminate  until the  resolution  of all such  Claims and  Damages  and the
distribution of all of the Security Escrowed Funds pursuant to Section 5 hereof.

     11.  Miscellaneous.  (a) This  Agreement  and the  rights and duties of the
parties  hereunder  shall be governed by, and construed in accordance  with, the
laws of the State of New York.

          (b) This  Agreement  shall be  binding  upon  and  shall  inure to the
benefit of the parties hereto and their representative successors and assigns.

          (c) This Agreement may be executed in one or more  counterparts and by
the  different  parties  hereto in  separate  counterparts,  each of which  when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

          (d) Section headings contained herein have been inserted for reference
purposes only and shall not be construed as part of this Agreement.

          (e) This  Agreement  may be  modified  or  amended  only by a  written
instrument duly executed by all parties hereto or their respective successors or
assigns.

          (f)  Any  notice,   demand,   claim,  notice  of  claim,   request  or
communication

                                       7

<PAGE>

required or permitted to be given under the provisions of this  Agreement  shall
be in writing  and shall be deemed to have been duly given (i) upon  delivery if
delivered in person,  (ii) on the next Business Day after the date of mailing if
mailed by  registered  or certified  mail,  postage  prepaid and return  receipt
requested,  (iii) on the next  Business  Day  after  the date of  delivery  to a
national  overnight courier service,  or (iv) upon transmission by facsimile (if
such  transmission  is confirmed  by the  addressee)  if delivered  through such
services to the following  addresses,  or to such other address as any party may
request by  notifying in writing all of the other  parties to this  Agreement in
accordance with this Section l1(f):

                                    If to the Company:

                                    Guy Gannett Communications
                                    One City Center
                                    P. O. Box 15277
                                    Portland, Maine  04112-5277
                                    Attention:   James E. Baker

                                                 Chief Financial Officer
                                    Facsimile No.: (207) 828-8160

                  with copy to:

                                    Eric P. Stauffer, Esq.
                                    Preti, Flaherty, Beliveau & Pachios, LLC

                                    P. O. Box 9546
                                    One City Center
                                    Portland, Maine  04112-9546
                                    Facsimile No.: (207) 791-3111

                  and

                                    Robert E. Spatt, Esq.
                                    Simpson, Thacher & Bartlett
                                    425 Lexington Avenue
                                    New York, New York  10017-3954
                                    Facsimile No.: (212) 455-2502

                  If to Purchaser:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attention:       President
                                    Facsimile No.:   (410) 467-5043

                                       8

<PAGE>

                  with a copy to:

                                    Sinclair Communications, Inc.
                                    2000 West 41st Street
                                    Baltimore, Maryland  21211-1420
                                    Attention:       General Counsel
                                    Facsimile No.:   (410) 662-4707

                  and

                                    Thomas & Libowitz, P.A.
                                    100 Light Street, Suite 1100
                                    Baltimore, Maryland  21202-1053
                                    Attention:       Steven A. Thomas, Esquire
                                    Facsimile No.:   (410) 752-2046

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

          (g) The  Security  Escrow Agent shall not be liable to pay any Tax, if
any, on any interest or other investment  income earned on the Security Escrowed
Funds, it being the  understanding of the parties that any such Tax shall be the
responsibility of the Company or the Fund Holder, as the case may be.

          (h) If any  party  hereto  refuses  to  comply  with,  or at any  time
violates or attempts to violate,  any term,  covenant or agreement  contained in
this  Agreement,  any other party hereto may, by injunctive  action,  compel the
defaulting party to comply with, or refrain from violating,  such term, covenant
or agreement,  and may, by injunctive action, compel specific performance of the
obligations of the defaulting party.

          (i) Except as  provided  herein,  the rights  and  obligations  of the
parties under this  Agreement  shall not be assigned to any Person,  without the
written  consent  of the other  parties.  This  Agreement  shall not  confer any
benefits on any Persons other than the parties hereto and the Fund Holder.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

                            SIGNATURE PAGE TO FOLLOW]

                                       9

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered on the date first above written.

                                      [____________]BANK, as Adjustment Escrow
                                      Agent

                                      By:

                                         ---------------------------------------
                                      Name:

                                         ---------------------------------------
                                      Title:

                                         ---------------------------------------

                                      GUY GANNETT COMMUNICATIONS

                                      By:

                                         ---------------------------------------
                                      Name:

                                         ---------------------------------------
                                      Title:

                                         ---------------------------------------

                                      SINCLAIR COMMUNICATIONS, INC.

                                      By:

                                         ---------------------------------------
                                      Name:

                                         ---------------------------------------
                                      Title:

                                         ---------------------------------------



                                       10

<PAGE>

                                                                    Exhibit A to
                                                       Security Escrow Agreement

                          SECURITY ESCROW AGENT'S FEES

                          ----------------------------






                                       11

<PAGE>

                                                                  EXHIBIT D-1 TO
                                                              PURCHASE AGREEMENT

            FORM OF PRETI, FLAHERTY, BELIVEAU & PACHIOS LEGAL OPINION

                       ---------------------------, ------



Sinclair Communications, Inc.
2000 West 41st Street
Baltimore, Maryland  21211-1420

Gentlemen:

We have  acted as counsel  to Guy  Gannett  Communications  (the  "Company")  in
connection with the  transactions  contemplated by the Purchase  Agreement dated
September  4,  1998 (the  "Purchase  Agreement")  by the  Company  and  Sinclair
Communications, Inc. (the "Buyer").

     We have  examined the originals or copies of such  documents,  certificates
and  records  as we have  deemed  relevant  or  necessary  as the  basis for the
opinions  hereinafter  expressed.   We  have  assumed  the  genuineness  of  all
signatures, the authenticity of documents, certificates and records submitted to
us as originals, the conformity to the originals of all documents,  certificates
and records  submitted  to us as  certified or  reproduction  copies,  the legal
capacity of all natural persons executing  documents,  certificates and records,
and the  completeness  and accuracy as of the date of this opinion letter of the
information contained in such documents, certificates and records.

     The law, covered by the opinions  expressed  herein, is limited to the laws
of the State of Maine.

     Based upon and subject to the foregoing, we are of the opinion that:

     1. The Company is a corporation validly existing and in good standing under
the laws of the  State  of  Maine.  The  Company  has the  corporate  power  and
authority to enter into and perform the Purchase Agreement.

     2. The execution,  delivery and performance of the Purchase  Agreement have
been  duly  authorized  by all  necessary  corporate  action  on the part of the
Company.

     This opinion letter is delivered as of its date and without any undertaking
to advise you of any  changes  of law or fact that occur  after the date of this
opinion letter even though the changes may affect a legal analysis or conclusion
or an information confirmation in this opinion letter.

<PAGE>

Sinclair Communications, Inc.
_________________, 1998

Page 2 of 2

     This opinion  letter may be relied upon by you only in connection  with the
transaction  described in the initial  paragraph of this opinion  letter and may
not be used or relied upon by you for any other  purpose or by any other  person
for any purpose whatsoever without, in each instance, our prior written consent.

                                                    Very truly yours,

                                                    ----------------------------


<PAGE>

                                                                  Exhibit D-2 to
                                                              Purchase Agreement

                                [Date of Closing]

Sinclair Communications, Inc.
2000 West 41st Street
Baltimore, Maryland  21211-1420

Ladies and Gentlemen:

     We have acted as special New York counsel to Guy Gannett Communications,  a
Maine  corporation  (the  "Company"),  in connection  with the  negotiation  and
execution of the Purchase Agreement dated as of September 4, 1998 (the "Purchase
Agreement")  by and between the Company and  Sinclair  Communications,  Inc.,  a
Maryland corporation ("Sinclair").

     This  opinion  is  delivered  pursuant  to  Section  6.9  of  the  Purchase
Agreement.  All capitalized terms not otherwise defined herein have the meanings
specified in the Purchase Agreement.

     We have examined a copy of the Purchase  Agreement and originals or copies,
certified or otherwise identified to our satisfaction,  of such other documents,
instruments or  certificates as we have deemed relevant and necessary as a basis
for the opinions hereinafter set forth.

     As to questions of fact we have relied upon the documents examined by us or
upon certificates and statements of officers of the Company. In our examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents  submitted to us as originals and the conformity to original documents
of  all  documents   submitted  to  us  as  certified  or  photocopies  and  the
authenticity of the originals of such latter documents.

<PAGE>

Sinclair Communications, Inc.                           [________________,] 1998
Page 2 of 3

     In rendering  the opinion set forth  below,  we have  assumed,  without any
independent  investigation  or  verification  of any kind, that (i) the Purchase
Agreement is a valid,  legally binding enforceable  agreement of Sinclair,  (ii)
the Company is validly existing and in good standing under the laws of the State
of Maine and has duly authorized, executed and delivered the Purchase Agreement,
(iii)  execution,  delivery and  performance by the Company does not violate the
laws of Maine or any other  applicable laws (other than the laws of the State of
New York) and (iv)  execution,  delivery and  performance  by the company of the
Purchase Agreement does not constitute a breach or violation of any agreement or
instrument which is binding upon the Company.

     Based upon the foregoing,  and subject to the qualifications and limitation
stated herein, we are of the opinion that the Purchase  Agreement  constitutes a
valid and  legally  binding  agreement  of the Company  enforceable  against the
Company in  accordance  with its terms,  subject to the  effects of  bankruptcy,
insolvency, fraudulent conveyance,  reorganization,  moratorium or other similar
laws relating to or affecting rights or creditors  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing.

     We express no opinion  with  respect to the  enforceability  of (A) Section
10.11 (Specific Performance) of the Purchase Agreement, (B) any provision of the
Purchase  Agreement  that time shall be of the essence in enforcing and applying
the  covenants  and  conditions  set forth in the  Purchase  Agreement,  (C) any
provision of the Purchase Agreement which is intended to permit  modification of
the Purchase  Agreement  only by means of an  agreement  signed in wiring by the
parties  thereto or (D) any  provision  of the  Purchase  Agreement  relating to
indemnification  or exculpation  in connection  with violation of any securities
laws or relating to  indemnification,  contribution or exculpation in connection
with willful,  reckless or criminal acts or gross  negligence of the indemnified
or exculpated Person or the Person receiving contribution.

     We are  members of the Bar of the State of New York,  and we do not express
any  opinion  herein  concerning  any law other than the law of the State of New
York.

<PAGE>

Sinclair Communications, Inc.                           [________________,] 1998
Page 3 of 3

     This   opinion   letter  is  rendered  to  you  in   connection   with  the
above-described  transaction.  This opinion letter may not be relied upon by you
for any other purpose or relied upon by or furnished to any other  person,  firm
or corporation for any purpose without our prior written consent.

                                                     Very truly yours,

                                                     SIMPSON THACHER & BARTLETT

<PAGE>

                                   EXHIBIT D-3

                               FORM OF FCC OPINION

     1.  The  FCC  has  issued  to  the  Company  the   licenses,   permits  and
authorizations  specified on Attachment I hereto (the "FCC  Licenses").  The FCC
Licenses  are in full force and effect in that they are held by the  Company and
are in effect in accordance with their terms.

     2. The FCC Consent  has been  granted to permit the  assignment  of the FCC
Licenses  by the  Company  to  Purchaser  and has  not  been  reversed,  stayed,
enjoined,  set aside, annulled or suspended;  [provided,  however, that the time
under applicable FCC rules within which any formal request for  reconsideration,
review or other  regulatory  or  judicial  action has not  lapsed,  but,  to our
knowledge,  no action or petition  for such  reconsideration  or review has been
filed or is pending.]

     3. There is no FCC order, judgment, decree, notice of apparent liability or
order of  forfeiture  outstanding,  and to our  knowledge,  no  action,  suit of
apparent  liability,  order of  forfeiture,  investigation  or other  proceeding
pending  by or  before  the FCC  against  the  Company  that  might  result in a
revocation,   cancellation,   suspension,  non-renewal,  short-term  renewal  or
materially  adverse  modification  of the FCC Licenses,  except FCC  proceedings
generally  affecting the television  industry  (including but not limited to the
proceedings  which will  require  modification  of all  television  licenses  to
accommodate the transition to digital television).

<PAGE>

                                                                  Exhibit F-1 to
                                                              Purchase Agreement

                                    AGREEMENT

     THIS AGREEMENT is made as of this ___ day of _____, 1998 by and between Guy
Gannett Communications,  a Maine corporation ("Gannett") and Media Properties of
Maine, LLC, a Delaware limited liability company ("Maine Media").

                                   WITNESSETH

     WHEREAS, Gannett owns and operates The Portland Newspapers,  which includes
the Portland Press Herald,  serving Cumberland  County,  Maine and parts of York
County, Maine and the Maine Sunday Telegram,  a regional Sunday newspaper,  both
published in Portland, Maine (collectively "The Portland Newspapers"); and

     WHEREAS,  Gannett  owns and operates the Central  Maine  Newspapers,  which
includes the daily Morning Sentinel, serving Waterville, Maine and environs, and
the Kennebec  Journal,  serving Augusta,  Maine and environs,  both published in
Augusta, Maine (collectively the "Central Maine Newspapers"); and

     WHEREAS,  Gannett owns and operates the Coastal Journal, a weekly newspaper
serving the  mid-coast  areas of Bath and  Brunswick,  Maine and  environs  (the
"Coastal Journal"); and

     WHEREAS,  Gannett  owns and  operates the New Media  Development  Group,  a
Portland,  Maine-based  division that provides a variety of new media  services,
including  but  not  limited  to  web  site  development,  on-line  advertising,
sponsorships,  directly sales, publication of Maine Today and related businesses
(collectively the "New Media"); and

     WHEREAS,  Gannett owns and operates Guy Gannett Voice Information Services,
a Portland,  Maine-based  telephone  information and marketing  medium providing
pre-recorded  and  customized  information  to callers under the name of PhoneME
(the "Voice Information Services"); and

     WHEREAS,  Gannett  owns  and  operates  Guy  Gannett  Direct,  a  Portland,
Maine-based  division that provides  direct mail  marketing  services to clients
both inside and outside of Maine (the "Guy Gannett Direct"); and

     WHEREAS,  Gannett owns and operates Integrated Marketing Group, a Portland,
Maine-based  division  that provides  bundled sales and services of  advertising
(the "Integrated Marketing"); and

     WHEREAS, the businesses conducted by The Portland Newspapers, Central Maine
Newspapers,  Coastal Journal, New Media, Voice Information Services, Guy Gannett
Direct and Integrated Marketing, and all assets, liabilities, operations and

<PAGE>

activities of, and all rights of, Gannett in the operations of such  businesses,
are collectively referred to herein as the "Maine Media Businesses"; and

     WHEREAS,  in  addition  to the Maine  Media  Businesses,  Gannett  owns and
operates a number of television  broadcast divisions located both in and outside
of Maine, including WGME-TV, Portland, Maine ("WGME-TV"); and

     WHEREAS,  Gannett  maintains a corporate office located at One City Center,
Portland,  Maine that provides certain support and other services to all Gannett
divisions and businesses (the "Corporate Office"); and

     WHEREAS,  Maine Media has been formed at the  direction  of Gannett for the
purpose of receiving  the transfer by Gannett of the Maine Media  Businesses  in
anticipation  of the sale of Maine  Media to a third  party  (the "Sale of Maine
Media"); and

     WHEREAS,  Gannett  also  anticipates  the sale of its  broadcast  and other
properties, including WGME-TV (the "Sale of Gannett"); and

     WHEREAS,  Maine Media and  Gannett  are  parties to a certain  Contribution
Agreement  dated July __, 1998 (the  "Contribution  Agreement") in which Gannett
has agreed to transfer to Maine Media all of its assets primarily related to the
Maine Media Businesses,  subject to Maine Media's  assumption of the liabilities
primarily related thereto (the "Contribution"); and

     WHEREAS,   certain  relationships  between  WGME-TV  and  the  Maine  Media
Businesses  presently exist that Maine Media and Gannett wish to continue on the
same terms and conditions for an interim period after the  Contribution  and the
Sale of Maine Media; and

     WHEREAS,  Gannett has entered into agreements with certain customers making
commitments  with respect to volume  discounts on  advertising in one or more of
the Maine  Media  Businesses  and  WGME-TV as listed in  Schedule A hereto  (the
"Joint  Advertising  Commitments"),  and  Gannett  and Maine  Media each wish to
obligate  the  other to  comply  with the  terms of such  agreements  after  the
Contribution and Sale of Maine Media;

     NOW, THEREFORE,  in consideration of the premises and mutual agreements and
covenants set forth herein, Gannett and Maine Media agree as follows:

     1. Interim Agreements.  Until the later of (i) March 31, 1999 or (ii) sixty
(60) days  after the date of the Sale of  Gannett,  but in no event  later  than
December 31,  1999,  Gannett and Maine Media agree that the  following  services
shall continue to be provided by and between them, without further consideration
other than the  services to be  provided,  each to the other,  and any  payments
expressly provided for herein:

<PAGE>

     (a)  Shared Facilities.

          (i)  Maine  Media  shall  permit  WGME-TV  to  continue  to locate the
               existing   camera  and   transmission   equipment   (or   similar
               replacement equipment) at its present location on the roof of The
               Portland  Newspapers  office  building  located  at 390  Congress
               Street, Portland, Maine.

          (ii) WGME-TV  shall  permit The  Portland  Newspapers  to  continue to
               locate the  existing  radio  equipment  (or  similar  replacement
               equipment) on its tower located at Blackstrap Mountain, Falmouth,
               Maine at a fee of $91.00 per month.

     (b)  Editorial Collaboration.  WGME-TV and the Maine Media Businesses shall
          continue  (1) their  collaborative  efforts  between  WGME-TV  and The
          Portland  Newspapers/Central  Maine  Newspapers  relating to the Maine
          Citizens  Campaign  as  outlined  in the  Pew  Grant  received  by The
          Portland Newspapers,  with WGME-TV's specific  responsibility being to
          provide  video  production  (at an  estimated  cost  of  $2,500  to be
          reimbursed  by The Portland  Newspapers);  (2) sharing  resources  and
          their joint coverage efforts of the 1998 elections between WGME-TV and
          The Portland Newspapers/Central Maine Newspapers; (3) daily sharing of
          stories  between  WGME-TV and The  Portland  Newspapers/Central  Maine
          Newspapers with an editor from The Portland  Newspapers  sitting in on
          WGME-TV news meetings;  (4) the practice of having the WGME-TV branded
          weather page  appearing  daily in The Portland  Newspapers and Central
          Maine  Newspapers  publications,  including  the  WGME-TV  Weather Eye
          column written by a WGME-TV  meteorologist at WGME's expense;  (5) the
          practice of the  occasional  mention of stories  appearing in the next
          day's  publication  of The Portland  Newspapers  or the Central  Maine
          Newspapers  on WGME-TV's  11:00 p.m.  news as part of the  "Tomorrow's
          Headlines Tonight" feature;  and (6) any other existing  collaborative
          efforts between the parties.

     (c)  Cross-Promotion. WGME-TV and the Maine Media Businesses shall continue
          their practice of (1) providing  advertising  coverage in The Portland
          Newspapers/Central Maine Newspapers publications for WGME-TV, which is
          estimated (i) during February,  May, July and November,  to consist of
          an  average  of  approximately  2,600  column  inches in The  Portland
          Newspapers  and 1,300 column inches in The Central  Maine  Newspapers;
          and  (ii)  during   other   months,   to  consist  of  an  average  of
          approximately  400 column inches in The Portland  Newspapers,  and 200
          column inches in The Central Maine  Newspapers;  (2) providing sale of
          advertising  on the WGME-TV web site by the New Media  Division,  with
          50% of the revenue  therefrom paid to each of the parties hereto,  and
          (3)  providing  (v) airing of  promotional  sports for all Maine Media
          Businesses


<PAGE>

          by WGME-TV, to consist of approximately 115 30-second spots per month;
          (w)  cross-promotion  of, and links  between,  WGME-TV's  web site and
          those Maine Media  Businesses  sites  identified  under the name Maine
          Today; and (x) distribution of WGME-TV's NewsChannel 13 Hotline on the
          PhoneME   service,   including   news,   weather  updates  and  viewer
          information.

     (d)  Servicemarks  and Trademarks.  Each of the parties may continue to use
          servicemarks and trademarks of the other, provided that such use shall
          be strictly in accordance with past practices or such other use as the
          party  owning the mark (the  "Holder")  may  approve in  writing.  The
          Holder retains the right to approve new  operational  and  promotional
          materials.  At the  request of the  Holder,  the party using such mark
          pursuant to the rights granted under this Agreement  shall promptly do
          such acts and execute,  acknowledge  and deliver all those papers that
          may be necessary or desirable to maintain,  protect and/or vest in the
          Holder the entire right, title and interest in and to such mark.

     (e)  Other  Services.  New  Media  shall  continue  its  practices  of  (1)
          providing  consulting  services relating to WGME-TV's web site and (2)
          hosting WGME-TV's web site on the New Media server.

     2.   Combined  Advertising  Commitments.  Gannett  and  Maine  Media  shall
          continue to abide by the Joint Advertising Commitments for the balance
          of the  term  of  such  contracts,  and  (subject  to any  limitations
          contained  therein)  without  regard to the  percentage of advertising
          that is required by the customer to be provided by either  party.  For
          purposes  only of  determining  whether the customers who are party to
          the Joint  Advertising  Commitments  have  complied with their minimum
          advertising  commitment,  (a) Maine Media and Gannett shall assess the
          same as though  the Maine  Media  businesses  existing  as of the date
          hereof which continue to be properties of Gannett, and (b) the parties
          shall  share  information  concerning  the  aggregate  sales  to  such
          customers  during  the  term  of  the  applicable  Joint   Advertising
          Commitment.  Notwithstanding  anything to the contrary, there shall be
          no obligation  between the parties  hereto with respect to the pricing
          of such  services,  except to the  extent  expressly  set forth in the
          applicable Joint Advertising Commitment.

     3.   Services  Agreement.  Maine Media,  through The  Portland  Newspapers,
          shall continue to provide to Gannett the following services:

          (a)  Telephone  Support.  For so long as such  service is  required by
               Gannett,  but in no event later than May 31, 2001,  provided only
               that Maine Media continues to provide similar services for itself
               or for any of its  properties  or  divisions,  Maine  Media shall
               provide Gannett,  for use by personnel at its Corporation  Office
               (1)

<PAGE>

               telephone  equipment of a type and quantity used by the Corporate
               Offices as of the date hereof,  (2) telephone  support  services,
               including  voice  mail,  and  all  necessary   technical  support
               thereafter  and service  thereof and (3) local and long  distance
               service.  For so long as such  services  are  being  provided  to
               Gannett,  Gannett  shall pay to Maine Media a flat monthly fee of
               $3,500 for the  services  described  in Section  3(a)(1)  and (2)
               hereof,  and shall reimburse Maine Media, at its direct cost, for
               those services provided pursuant to Section 3(a)(3) hereof.

          (b)  Computer  Support.For  so long as such  service  is  required  by
               Gannett, but in no event after the late of (i) one hundred twenty
               (120) days after the date of the Sale of Gannett or December  31,
               1998, provided only that Maine Media continues to provide similar
               service for itself or for any of its properties or divisions,  at
               Gannett's request,  Maine media shall provide network support for
               Gannett's  computer  systems  for  use  by its  personnel  at its
               Corporate Office at a rate of Thirty Dollars ($30) per hour.

     4. People of the Kennebec Campaign.  Gannett and Maine Media shall continue
their  participation  in the  "People  of the  Kennebec"  sponsored  promotional
campaign that extends into the fall of 1999.

     5. Quality, Scope and Character of Services.  Except as otherwise expressly
provided above,  in all cases,  the services to be provided under this Agreement
shall be of a character,  scope and quality that are  consistent  with Gannett's
past practices, unless otherwise agreed by the parties hereto.

     6. Contribution Agreement. This Agreement shall in no event enlarge, reduce
or otherwise  affect the rights,  warranties  or covenants of the parties as set
forth in the Contribution  Agreement.  The Contribution  Agreement shall survive
the execution and delivery of this Agreement.

     7. Benefit and Assignment. This Agreement will be binding upon and inure to
the parties hereto and their respective successors and assigns.

     8.  Construction  of this  Agreement.  The  headings  of the  sections  and
subsections of this  Agreement are inserted as a matter of  convenience  and for
reference purposes only and in no respect define, limit or describe the scope of
this Agreement or the intent of any section or subsection.  This Agreement shall
be governed  by, and  construed  in  accordance  with,  the laws of the State of
Maine,  applicable to contracts  executed in and to be performed entirely within
that State.

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first written above by their  respective duly authorized
officers.

                                        GUY GANNETT COMMUNICATIONS

                                        By:

                                           ----------------------------------
                                        Its

                                           ----------------------------------

                                        MEDIA PROPERTIES OF MAINE, LLC

                                        By: Guy Gannett Communications, Its Sole
                                            Member

                                        By:

                                           ----------------------------------
                                        Its

                                           ----------------------------------


<PAGE>

                                                                  EXHIBIT F-2 TO
                                                              PURCHASE AGREEMENT

                               SUBLEASE AGREEMENT

     THIS SUBLEASE  AGREEMENT (the  "Sublease") is entered into as of the ______
day of  _________________,  1998,  by and  between  GUY  GANNETT  COMMUNICATIONS
("Gannett")  and MEDIA  PROPERTIEESOF  MAINE,  LLC, a Delaware  limited  company
("Maine Media").

                                R E C I T A L S:

     A.  Gannett and Fleet Bank of Maine  ("Landlord")  are parties to a certain
lease  dated June 20, 1995 (the  "Lease")  for  certain  office  space and other
facilities  in  or  near  the  building  at 8  Washington  Avenue,  Sanford,  ME
("Building").

     B. Maine Media desires to sublease a portion of the Building from Gannett;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  Maine Media and Gannett  hereby
agree as follows:

                                    ARTICLE 1

                     DEMISE, DESCRIPTION, USE, TERM AND RENT

Gannett hereby  subleases to Maine Media,  and Maine Media hereby subleases from
Gannett,  approximately 340 square feet of the Building, as more fully described
in Exhibit A attached hereto and made a part hereof (the "Premises"), for use as
office  space  and for no other  use  whatsoever,  together  with the  rights of
ingress  and egress to the  Building  and the right of use of the  parking  area
adjacent to the  Building in common with Gannett (as that term is defined in the
Lease),  for a term  commencing on the date hereof and ending on April 30, 1999;
provided,  further,  that Maine Media may renew this  Sublease for an additional
one (1) year term by written  notice given to Gannett on or before  February 28,
1999.

                                    ARTICLE 2
                                      RENT

     Maine  Media  shall  pay to  Gannett  the  amount  of Two  Hundred  Dollars
($200.00) per month as rent for the Premises during the term hereof. The rent is
due and  payable in advance  on the first day of each and every  calendar  month
during such term at the address specified in Article 10 hereof. If this Sublease
commences  on other than the first day of a month,  rent shall be  prorated  for
such partial  month. A late fee of five percent (5%) of the overdue amount shall
be  charged  for rent  received  after the tenth day of the month for rent.  All
payments  shall be without set off or deduction,  except as otherwise  expressly
provided herein.

<PAGE>

                                    ARTICLE 3

                                    THE LEASE

     All of the terms and provisions of the Lease are  incorporated by reference
as if fully  rewritten  herein.  Maine Media shall  conform to and shall use the
Premises in accordance with all the terms, covenants and conditions contained in
the Lease and will do no act which will  result in a  violation  of such  terms,
covenants and conditions. Maine Media shall perform all the terms, covenants and
conditions  of the Lease on the part of  tenant  therein  named to be  performed
(except for payment of rent  provided  for in the Lease)  insofar as such terms,
covenants  and  conditions  relate to the  Premises.  This Sublease is expressly
subject to all the terms,  covenants,  conditions and provisions of the Lease, a
copy of which has been delivered to Maine Media.

                                    ARTICLE 4
                                    INSURANCE

     Maine Media shall maintain  comprehensive  general  liability  insurance as
required under the Lease, naming Landlord as well as Gannett as additional named
insureds,  which  policy shall  provide at least  thirty (30) days  cancellation
notice to Landlord and Gannett. Upon written demand therefor,  Maine Media shall
provide  Landlord  and  Gannett  with a copy of  such  policy  or a  certificate
evidencing such insurance.

                                    ARTICLE 5

                              ASSIGNMENT-SUBLEASING

     Maine Media may not assign the Sublease or sublet any part of the Premises.

                                    ARTICLE 6

                             DEFAULT AND BANKRUPTCY

     In the event  that Maine  Media  shall (a)  default  in the  payment of any
installment  of rent or other  sums  herein  specified  and such  default  shall
continue for ten (10) days after;  (b) default in the  observance or performance
of any other of the Maine Media covenants,  agreements, or obligations hereunder
and such  default  shall not be  corrected  with thirty (30) days after  written
notice thereof;  or (c) be declared bankrupt or insolvent  according to law, or,
if any  assignment  shall be made of Maine  Media's  property for the benefit of
creditors,  then  Gannett  shall have the right  thereafter,  while such default
continues,  to re-enter and take complete possession of the Premises, to declare
the term of this  Sublease  ended,  and remove Maine  Media's  effects,  without
prejudice to any remedies  which might be otherwise  used for arrears of rent or
other default. If Maine Media shall default, after reasonable notice thereof, in
the  observance or  performance  of any conditions or covenants on Maine Media's
part to be observed or performed  under or by virtue of any of the provisions in
any paragraph of this Sublease,  Gannett,  without being under any obligation to
do so and without thereby waiving such default,  may remedy such default for the
account and at the expense of Maine Media. If Gannett makes any  expenditures or
incurs  any  obligations  for the  payment  of  money in  connection  therewith,
including but not limited to,  reasonable  attorney's  fees in the  institution,
prosecuting or defending any action or proceeding,

<PAGE>

such sums paid or  obligations  insured,  with  interest at the rate of ten (10)
percent  par  annum  and  costs,  shall be paid to  Gannett  by  Maine  Media as
additional rent.

                                    ARTICLE 7

                                SHORT FORM LEASE

     Maine Media agrees not to record this Sublease or any memorandum thereof.

                                    ARTICLE 8
                                 INDEMNIFICATION

     Maine Media shall hold Gannett and Landlord harmless and defend Gannett and
Landlord  against any and all claims or liabilities  for any injury or damage to
any person or property whatsoever: (a) occurring in, on or about the premises in
which the Building is located;  or (b) occurring in, on or about the Building in
each  case if such  injury  or  damage is caused in part or in whole by the act,
neglect,  fault,  or omission  of, and duty with  respect to the same,  by Maine
Media, its agents, employees or invitees.

                                    ARTICLE 9

                                ENTIRE AGREEMENT

     This instrument  contains the entire and only agreement between the parties
and no oral statements or  representations or prior written matter not contained
in this  instrument  shall have any force or affect.  This Sublease shall not be
modified  in any  way  except  by a  writing  executed  by both  parties.  It is
expressly  agreed upon by the parties  hereto,  that the terms and provisions of
this  Sublease  are  intended  to apply only with  respect to the  sub-leasehold
estate created hereby.

                                   ARTICLE 10
                                     NOTICE

     Any notices  from Maine  Media to Gannett  shall be deemed duly served upon
receipt by Gannett at the following address:  WGME-TV,  P.O. Box 1731, Portland,
ME 04104,  or such  other  address as  Gannett  may from time to time  advise in
writing. Any notice from Gannett to Maine Media shall be deemed duly served upon
receipt by Maine Media at the following address: The Portland Newspapers, P.O.

Box 1460, Portland, ME 04104.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be duly
executed and delivered as of the day and year first written above.

                                        MEDIA PROPERTIES OF MAINE, LLC
                                        By: GUY GANNETT COMMUNICATIONS,

                                            its sole member

                                        By:

----------------------------------         ----------------------------------
Witness                                    James E. Baker
                                           Vice President - Finance

                                        GUY GANNETT COMMUNICATIONS

                                        By:

----------------------------------         ----------------------------------
Witness                                    James E. Baker
                                           Vice President - Finance

PPPPPPPPPPPPPPPP

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        Section 1.1(d) - (Real Property)

            See attached Section 1.1 (d) of the Disclosure Schedule.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                  SECTION 1.1(R) (NON-COMPETITION AGREEMENTS)

James B. Shaffer
Michael L. Bock

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

      SECTION 3.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

      --------------------------------------------------------------------

   3.3(a):    None.

   3.3(b):    None.

   3.3(c):    None.

   3.3(d):

   1.         See Section 3.3.1 of the Disclosure Schedule for list of contracts
              that require consent to the transactions.

   2.         The Company's  Revolving Loan Agreement with BankBoston and others
              and Note  Purchase  Agreement  with its  noteholders  prohibit the
              transfer of the Assets without the lenders'  consent.  The Company
              expects to repay these obligations at or prior to Closing.

   3.         See Section 3.14 of the  Disclosure  Schedule  concerning  certain
              retention  and  severance   agreements   with  various   employees
              requiring certain payments to be accelerated at Closing.

   4.         See Section 3.14 of the  Disclosure  Schedule  concerning  certain
              agreements with various retired  employees that may be accelerated
              upon Closing.

   5.         The annual  management  bonuses for WOKR-TV will be accelerated at
              Closing.  If the Closing is before the end of 1998, the portion of
              the

<PAGE>

      SECTION 3.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

      --------------------------------------------------------------------

              payment  relating to the period from the Closing Date through year
              end will be accounted for as a prepaid expense.

   6.         Pursuant  to  the  terms  of  the  Company's  Directors'  Deferred
              Compensation  Plan,  deferred  directors fees are payable upon the
              sale of substantially  all of the assets of the Company,  and will
              be due upon Closing.

   7.         Most,  if not all, of the  Company's  insurance  policies  are not
              assignable.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

              SECTION 3.5 (FINANCIAL STATEMENTS)

              ----------------------------------

3.5(a):       None.

3.5(b) & (c):

1.            The  Unaudited  Financial  Statements do not include all financial
              statements (e.g.,  cash flow),  financial  elements (e.g.,  income
              taxes and net  income)  or  footnotes  required  under  GAAP.  Net
              Financial  Assets will not include any accruals for any  severance
              for  employees   terminated  after  the  Closing.   The  Unaudited
              Financial Statements were prepared on a pro forma basis to reflect
              the Company's  expectations as to how certain  accounting  matters
              related to the sales of the Company  and the Maine Media  Business
              would be handled,  including without limitation:  estimates of how
              post-retirement  liabilities  would be allocated between Newco (as
              defined  in  Section  3.7  of the  Disclosure  Schedule)  and  the
              Company;  none of the  prepaid  pension  cost  included  in "other
              assets" in the  corporate  balance  sheet was  allocated to Newco;
              certain  long-term  incentive  plans and  supplemental  retirement
              benefits  were not  reflected on the balance  sheet  because it is
              anticipated that they will be paid prior to Closing.  Some monthly
              financial   statements  may  not  include  all  accrued   vacation
              benefits.  The  treatment  of  downpayments  on program  rights as
              described in Section 9.1 is not  consistent  with prior periods or
              in accordance with GAAP. The consolidated  statement of operations
              is intended to display EBITDA and EBIT rather than net income. The
              Guy Gannett  Broadcast  Group balance sheet shows no allocation or
              apportionment of the  post-retirement  liability or of the prepaid
              pension (except that the June 30, 1998 balance sheet does show the
              post-retirement  liability).  As described  above,  the  Unaudited
              Financial Statements are not in conformance with GAAP nor are they
              consistent with prior periods.



<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                       SECTION 3.5 (FINANCIAL STATEMENTS)

                       ----------------------------------

2.            The  Unaudited  Financial  Statements do not include any assets or
              liabilities  that may result from a settlement  in the future with
              ASCAP regarding the dispute with the TV Music License Committee on
              new fees and the license agreement.

3.            Downpayments  relating to certain  program  rights  contracts  set
              forth in Section 9.1 of the  Disclosure  Schedule will be recorded
              as prepaid  expenses,  while in the past some of these liabilities
              have been recorded as reductions in the "film contract  liability"
              account.

4.            The Company  has an  arrangement  to pay a former WGME  employee a
              monthly sum, until May 1999, outside the terms of any supplemental
              retirement plan. The Company accounts for this liability on a cash
              basis.

3.5(c):

5.            There are certain  liabilities  related to the sale of the Company
              and its  properties  that  are not  recorded  and  have  not  been
              incurred in the ordinary  course  including but not limited to (a)
              fees for: attorneys, investment bankers, accountants, consultants,
              etc.;  (b) certain  agreements  with key employees for  severance,
              retention  and  closing   benefits,   and  former   employees  for
              supplemental   retirement  and  deferred  compensation   benefits.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

                 ----------------------------------------------

3.6(i):

1.            The  Company has  possession  of various  assets  owned by others,
              including  but not  limited to  personal  items of  employees  and
              officers. The Company also has possession of records, but does not
              have  any  ownership   interest  in,  the   following   groups  or
              organizations:  Guy P. Gannett Foundation, The Portland Newspapers
              Bruce Roberts Fund; Guy Gannett  Employees  Credit Union; the Anne
              M. Gannett Trust and the Gannett Family Forum.

2.            WTWC  entered  into a  conservation  easement  with  Leon  County,
              Florida, dated June 16, 1998.

3.            There is a possible  encroachment  onto  abutting  property of the
              WICD  satellite   dishes  at  the  station  studio  in  Champaign,
              Illinois.

4.            The New York State  Department of  Transportation  ("NYSDOT")  has
              taken,  by eminent  domain,:  (1) a fee simple interest in a 0.136
              acre parcel located at 4225 West Henrietta  Road,  Rochester,  New
              York, along the property fronting West Henrietta Road and crossing
              the driveway accessing that property, and (2) a permanent easement
              for traffic  control  devices on the  driveway  where the driveway
              meets West Henrietta Road. In return,  NYSDOT has paid the Company
              $12,400.

5.            See  Section  3.16 of the  Disclosure  Schedule  for  Intellectual
              Property matters.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

                 ----------------------------------------------



3.6(i) and (iii):

6.            See Section 3.7 of the Disclosure Schedule for detail with respect
              to sharing of certain assets between the broadcast and Maine Media
              Business  divisions  pursuant  to  the  terms  of an  Amended  and
              Restated   Contribution   Agreement  dated  August  14,  1998.  In
              addition,  upon  consummation  of  the  sale  of the  Maine  Media
              Business,  the Company  will lose access to certain  expertise  in
              areas such as marketing and research  provided by personnel of the
              Maine Media Business, and other relationships with these divisions
              will be terminated.

3.6(ii)       The  Company  has a  lease  with  Elden  Moss  for  an  Iowa  City
              translator site lease. Title work reveals that title to the leased
              property is held by Moss Farms, Inc. The Company is in the process
              of  amending  this  lease to obtain a right of first  refusal  and
              plans to correct this error at the same time.

3.6(iv):

7.            The  elevator on the WGME tower  requires  repair due to damage by
              the Winter,  1998 ice storm.  Kline Towers has estimated the costs
              of repairs at approximately  $34,000. This loss is insured and the
              repairs will be conducted shortly.

8.            WGME purchased a software system  including a street level mapping
              system. The vendor went out of business before a proper interface

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

                 ----------------------------------------------


              between  the  street  level  mapping  system  and the WSI  weather
              reporting  system was  provided.  WGME is  working  with WSI for a
              substitution of software.

3.6(v):       None.

3.6(vi):      None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

3.7(a):

1.            An Amended and Restated  Contribution  Agreement  dated August 14,
              1998 (the "Contribution  Agreement") between the Company and Newco
              provides for transfer to Media Properties of Maine, LLC ("Newco"),
              on or before the date of sale of the Maine Media Business,  of all
              assets and liabilities used or usable primarily in connection with
              the Maine  Media  Business.  The  Company has also agreed to enter
              into a services  contract between the Company and Newco containing
              certain agreements with respect to certain assets presently shared
              by the  broadcast  divisions and Maine Media  Business  divisions,
              including:  a) continuation of certain  relationships  between the
              Maine Media Business and WGME for an interim period;  b) continued
              joint  sales  of   advertising   until   expiration   of  existing
              commitments to customers;  and c) continued  occupancy by Newco of
              the portion of the Sanford, Maine office space currently shared by
              The Portland  Newspapers  and WGME.  The Company  expects to enter
              into this service contract prior to the Closing.  (See Section 5.1
              of the Disclosure  Schedule.) The services  contract also provides
              for the Corporate  Office to obtain  certain  services from Newco.
              Either the service  contract  will be rewritten to eliminate  this
              requirement  therefrom,  or  the  Company  shall  continue  to  be
              entitled   to  these   benefits   (and   liable  for  the  related
              obligations) after the Closing.

2.            The  Contribution  Agreement  also  provides that the Company will
              allocate  the  pension  plan assets in its  defined  benefit  plan
              between  the  Company  and  Newco  as  further  described  in  the
              Contribution  Agreement.  The  assets and  liabilities  of the Guy
              Gannett Retirement Plan that relate to

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

              employees  of the  Maine  Media  Business  shall  be  transferred,
              post-closing,  to a trust that will be  established to hold assets
              of a new plan to be established for the Maine Media Business

              The Contribution Agreement also provides that the Company will use
              reasonable  efforts  to cause  the  following  contracts  in which
              vendors  provide goods or services to both the broadcast and Maine
              Media Business divisions to be amended to reflect the split of the
              operating  divisions into two  companies:  KOZ, inc dated March 4,
              1998, as amended;  U.S.  Fleet  Leasing dated July 19, 1991;  R.E.
              Harington dated 6/28/94, as amended;  KMS Solutions dated 4/25/97;
              and  Time/Warner  Cable  (undated).   The  replacement   contracts
              relating to the  broadcast  division  will be assigned to, and the
              obligations thereunder assumed by, Purchaser.

3.7(b):       None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

3.            The Company has entered into a new  employment  agreement with Don
              Alhart. See Section 3.10.4 for date of agreement.

4.            The Company has agreed to  accelerate  at Closing  WOKR-TV  annual
              management bonuses. If the Closing is before year end, the portion
              of the  payment  relating  to the  period  from the  Closing  Date
              through  the  end of  1998  will  be  accounted  for as a  prepaid
              expense.

5.            The Company has increased  its  Directors  and Officers  insurance
              coverage  (other than the  employment  practices  coverage)  to $5
              million, and has increased its fiduciary insurance coverage to $25
              million prior to Closing.

6.            The Company  has entered  into  settlement  agreements  with Allan
              Eggers and Carl Lehne  concerning  their alleged rights to retiree
              medical  benefits.  Settlement  payments  are  expected to be made
              shortly.

3.7(c):       None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

3.7(d):

7.            The  elevator on the WGME tower  requires  repair due to damage in
              the Winter,  1998 ice storm.  Kline Towers has estimated the costs
              of repairs at approximately  $34,000. This loss is insured and the
              repairs will be conducted shortly.

3.7(e):       The Company may be below budget for 1998 by as much as  $1,469,000
              for all of the television stations other than WOKR-TV.  Assuming a
              cash flow  reduction  of  $1,469,000,  EBITDA for fiscal year 1998
              would be $12,700,000.

3.7(f):

8.            WGME and TPN have discontinued sponsorship of 3 on 3 basketball.

9.            WGME and the Maine Media Business have discontinued  certain joint
              sales and  promotional  efforts in anticipation of the sale of the
              Maine Media Business .

3.7(g):       None.

3.7(h):       None.

3.7(i):       None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                            SECTION 3.8 (LITIGATION)

                            ------------------------

3.8(i):

1.            The Company has four pending,  and several threatened,  defamation
              and libel  Actions.  All are covered by  insurance.  In  addition,
              there are several insured  automobile  liability cases and various
              workers' compensation claims currently pending.

2.            There is a pending gender  discrimination  case against WGGB. This
              matter is insured.

3.            An  employee   stole   services  from  the  Station  (see  Section
              5.1(a)(ix)  of the  Disclosure  Schedule and was  terminated  as a
              result. NABET has filed a grievance over the termination.

4.            An on-air  reporter has threatened to sue WOKR in connection  with
              her recent  discharge  for reasons  relating to work  performance,
              insubordination and violations of station policy. No suit has been
              filed to date. This matter is insured.

3.8(ii):

5.            WICD has agreed, pursuant to a settlement set forth in an Order of
              the  Champaign  Human Rights  Commission,  to  participate  in the
              Illinois Broadcasters Intern Program.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                            SECTION 3.8 (LITIGATION)

                            ------------------------

3.8:

6.

              WGGB has filed a motion in support of WWLP's  Petition  before the
              FCC  contesting  the  exercise  by  Hartford  Station  WVIT  of an
              exclusivity provision in its syndicated programming agreements and
              requesting that relief be made market-wide.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                            SECTION 3.9 (INSURANCE)

                            -----------------------


See Section 3.9.1 of the  Disclosure  Schedule for a list of insurance  policies
relating to the Business.

3.9(i):        None.

3.9(ii):       None.

3.9(iii):      None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.10 (MATERIAL CONTRACTS)

                        ---------------------------------



         1.         See Section 3.10.1 of the Disclosure Schedule for agreements
                    or contracts providing for payments in excess of $50,000 per
                    year or $250,000 over the five-year period commencing on the
                    date hereof.

                    Please note that detail on various  insurance  policies  and
                    employee  benefit  plans  insurance  coverage  has not  been
                    provided.

         2.         See Section 3.10.2 of the  Disclosure  Schedule for all time
                    brokerage   agreements  and   affiliation   agreements  with
                    television networks.

         3.         See  Section  3.10.3  of the  Disclosure  Schedule  for  any
                    license  or  contract  pursuant  to  which  the  Company  is
                    authorized to broadcast film or taped  programming  supplied
                    by others in excess of $10,000  per year or having a term of
                    more than one year .

         4.         See  Section  3.10.4  of the  Disclosure  Schedule  for  any
                    employment   agreement,   consulting  agreement  or  similar
                    contract  providing  for payments to any Person in excess of
                    $50,000  per  year or  $100,000  in the  aggregate  over the
                    five-year period commencing on the date hereof.

         5.         See  Section  3.14  of  the  Disclosure   Schedule  for  any
                    retention or severance agreement or contract with respect to
                    any Person who is to be employed post-sale.

         6.         See  Section  3.10.6  of the  Disclosure  Schedule  for  all
                    collective bargaining agreements or other union contracts.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.10 (MATERIAL CONTRACTS)

                        ---------------------------------

         7.         See Section  3.10.7 of the  Disclosure  Schedule for (a) any
                    lease of real  property  or (b) any  lease of  equipment  or
                    license with respect to  Intellectual  Property  (other than
                    licenses   granted  in  connection   with  the  purchase  of
                    equipment or other  assets) by the Company to another  party
                    providing  for  payments  to any Person in excess of $25,000
                    per year or  $75,000  in the  aggregate  over the  five-year
                    period commencing on the date hereof.

         8.         See Section 3.10.8 of the Disclosure  Schedule for any lease
                    of  equipment  or real  property or license  with respect to
                    Intellectual   Property  (other  than  licenses  granted  in
                    connection  with the purchase of equipment or other  assets)
                    by the Company to another  party  providing  for payments to
                    the  Company in excess of $20,000 per year or $50,000 in the
                    aggregate over the five-year  period  commencing on the date
                    hereof.

         9.         Any joint  venture,  partnership  or  similar  agreement  or
                    contract. NONE.

         10.        See Section  3.10.10  for any  agreement  or contract  under
                    which the Company has borrowed or loaned any money in excess
                    of  $1,000,000  or  issued  or  received  any  note,   bond,
                    indenture  or other  evidence of  indebtedness  in excess of
                    $1,000,000    or   directly   or    indirectly    guaranteed
                    indebtedness,  liabilities  or  obligations  of others in an
                    amount in excess of $1,000,000.

         11.        Any  covenant  not to  compete  or  contract  or  agreement,
                    understanding,  arrangement  or any  restriction  whatsoever
                    limiting  in any  respect  the  ability  of the  Company  to
                    compete  in any line of  business  or with any Person in any
                    area. NONE.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                       SECTION 3.10 (MATERIAL CONTRACTS)

                       ---------------------------------



         12.        See  Section  3.10.12  of the  Disclosure  Schedule  for any
                    agreement  or  contract  between  the  Company  and with any
                    officer,  director,  stockholder or employee of the Business
                    or  any of  their  family  members  (other  than  employment
                    agreements   covered   above  or   agreements  or  contracts
                    containing terms substantially similar to terms available to
                    employees generally).

         13.        Amended and Restated  Contribution  Agreement by and between
                    the Company and Media  Properties of Maine, LLC dated August
                    14, 1998, relating to the transfer of assets and liabilities
                    primarily related to the Maine Media Business. This contract
                    will not be assigned to Purchaser.

         *Executed copies of certain contracts may not be available.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

SECTION 3.11 (PERMITS)

----------------------


PERMITS:

--------

         (i):       None.

         (ii):      None.

         (iii):     None.

COMPLIANCE WITH LAW:

--------------------

         (i):

         1.         KGAN recently removed a 1,000 gallon  underground diesel oil
                    storage tank at a tower site at a rural  location in Walker,
                    Iowa.  This  previously   unregistered  tank  has  now  been
                    registered  with the Iowa  Department  of Natural  Resources
                    ("IDNR").  Soil  testing  has  indicated  very low levels of
                    hydrocarbons,  which is  determined to be "clean" under IDNR
                    Regulations. A confirmatory ground water monitoring well has
                    been   installed.   The  borings  showed  no  sign  of  soil
                    contamination.

         2.         See  Section  3.13  of the  Disclosure  Schedule  concerning
                    environmental matters.

         (ii):      See Section 3.8 of the  Disclosure  Schedule  concerning the
                    Champaign Human Rights Commission.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                               ------------------




         3.12(i):  

     CALL SIGN                     TYPE                     EXPIRATION DATE

     ---------                     ----                     ---------------
                                                                 DATE

                                                                 ----
WOKR-TV, Rochester, NY                                         06/0l/99

----------------------                                                

     KR-9992                       TV Pickup                   06/0l/99
     KR-7729                       TV Pickup                   06/01/99
     KN-2237                       TV Pickup                   06/01/99
     KP-2134                       TV Pickup                   06/01/99
     WGI-226                     TV Intercity Relay            06/01/99
     WEF-58                          TV STL                    06/01/99
     KGO-958                    R/P Base Mobile System         06/01/99
     KRG-613                    R/P Base Mobile System         06/01/99
    BLP-00293               Low Power Broadcast Auxiliary      06/01/99
     E6537                   Receive Only Earth Station        12/09/03

    E860485                  Receive Only Earth Station        05/16/06
    KNBL-873                      Weather Radar                02/13/01

KGAN-TV, Cedar Rapids, IA                                      02/01/06

-------------------------
    K13MN                     VHF TV Translator                02/01/06
    KAP-35                         TV STL                      02/01/06

   WGR-817                    TV Intercity Relay               02/01/06
   KR-7773                       TV Pickup                     02/01/06
   KR-9931                       TV Pickup                     02/01/06
   KZ-2447                       TV Pickup                     02/01/06
   KZ-2448                       TV Pickup                     02/01/06
   KAP-318                  R/P Base Mobile System             02/01/06
BLQ-780906MG              Low Power Broadcast Auxiliary        02/01/06
   E970014                Transmit/Receive Earth Station       12/06/06

  WNAE-244                      Weather Radar                  01/02/00

WTWC-TV, Tallahassee, FL                                       02/01/05

------------------------
  KB-55264                         TV Pickup                   02/01/05

WGGB-TV, Springfield, MA                                       04/01/99

------------------------
     KPK-385                  R/P Base Mobile System           04/01/99

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                               ------------------



    KPJ-841                  R/P Automatic Relay              04/01/99
    WGV-791                  TV Intercity Relay               04/01/99
    KCK-48                         TV STL                     04/01/99
    KCI-582                R/P Base Mobile System             04/01/99

   KB-98007                      TV Pickup                    04/01/99
   KB-55388*               R/P Base Mobil System              04/01/99

    E860424               Receive Only Earth Station          05/02/06
   WNTX-565           Private Operational Fixed Microwave     01/31/00

WICD(TV), Champaign, IL                                       12/01/05

-----------------------
   KC-26142                    TV Pickup                       12/01/05
   KVM-77**                    TV STL                          12/01/05
   KTX-71                 TV Intercity Relay                   12/01/05
   WMV-569                TV Intercity Relay                   12/01/05

  BLP-01160             Low Power Broadcast Auxiliary          12/01/05
  WPHI-929                    Business Radio                   06/01/00

WICS(TV), Springfield, IL                                      12/01/05

-------------------------
   WKZ-31                     TV Intercity Relay               12/01/05
   KSK-95                          TV STL                      12/01/05

  WME-674                          TV STL                      12/01/05
  KTZ-93                      TV Intercity Relay               12/01/05
  WLF-755                     TV Intercity Relay               12/01/05
  WAQ-265                     TV Intercity Relay               12/01/05

 KB-55668                        TV Pickup                     12/01/05
 BLP-01105              Low Power Broadcast Auxiliary          12/01/05

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

        WMV-573                      TV Intercity Relay               12/01/05
        WMV-570                      TV Intercity Relay               12/01/05

       WNQE-817                        Business Radio                 09/12/99

 WGME-TV, Portland, ME                                                04/01/99

 ---------------------
        WGME-TV                    Auxiliary Transmitter              04/01/99
        WLG-289                      TV Intercity Relay               04/01/99
        WLF-619                      TV Intercity Relay               04/01/99
        WHY-291                      TV Intercity Relay               04/01/99
        WHY-292                      TV Intercity Relay               04/01/99
         WCO-23                      TV Intercity Relay               04/01/99
        WMF-737                      TV Intercity Relay               04/01/99
        KRV-46                             TV STL                     04/01/99
        WLJ-643                      TV Intercity Relay               04/01/99
        WLF-620                      TV Intercity Relay               04/01/99
       KB-55395                          TV Pickup                    04/01/99
       KB-97128                          TV Pickup                    04/01/99
       KA-88998                          TV Pickup                    04/01/99

        KPM-487                        Remote Pickup                  04/01/99
        KPM-468                        Remote Pickup                  04/01/99
        KPF-914                     R/P Automatic Relay               04/01/99
        KPF-913                     R/P Automatic Relay               04/01/99

       WPNB-978                      TV Intercity Relay               04/01/99
        WLG-347                      TV Intercity Relay               04/01/99

       WPJB-245                      TV Intercity Relay               04/01/99
       E950350                Transmit/Receive Earth Station          07/14/05
       WPJB-738             Private Operational Fixed Microwave       01/16/01

*Copy of license not available.
**Construction Permit Only.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                         ANTENNA STRUCTURE REGISTRATIONS




-------------------------- ---------------------- ---------------------------------------- ----------------------
MAIN STATION               LOCATION               TOWER OWNER                              REGISTRATION NO.

-------------------------- ---------------------- ---------------------------------------- ----------------------
                                                                                    
WOKR-TV                    Rochester, NY          Guy Gannett Communications               1011757

-------------------------- ---------------------- ---------------------------------------- ----------------------
KGAN-TV                    Cedar Rapids, IA       Guy Gannett Communications               1012927
                           Iowa City, IA          Guy Gannett Communications               1012925
                           Walker City, IA        Guy Gannett Communications               1012926
-------------------------- ---------------------- ---------------------------------------- ----------------------
WTWC-TV                    Tallahassee, FL        Guy Gannett Communications               1019324
-------------------------- ---------------------- ---------------------------------------- ----------------------
WGGB-TV                    Holyoke, MA            Guy Gannett Communications               1018460
                           Holyoke, MA            Guy Gannett Communications               1018461
-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------
WHYN-FM1                   Holyoke, MA            Guy Gannett Communications               1018462
-------------------------- ---------------------- ---------------------------------------- ----------------------
WICD(TV)2                  Champaign, IL          Guy Gannett Communications               1036562
                           Maroa, IL              Guy Gannett Communications               1016052
-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------
WICS (TV)3                 Springfield, IL        Guy Gannett Communications               1008823
-------------------------- ---------------------- ---------------------------------------- ----------------------
WGME-TV4                   Portland, ME           Guy Gannett Communications               1024383
                           Raymond, ME            Guy Gannett Communications               1014068
                           Portland, ME           Guy Gannett Communications               1024384
-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------


--------
1 This  station is not owned by the  Company  but  leases  one of the  Company's
antenna structures.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                               ------------------




         3.12(ii):         None.

         3.12(iii):        None.

         3.12(iv):         None.

         3.12(v):          None.

         3.12(vi):         None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                      SECTION 3.13 (ENVIRONMENTAL MATTERS)

                      ------------------------------------

WGME-TV  1.   1335  Washington  Avenue,   Portland,   Maine.  Various  potential
-------       environmental   matters  as  described  in  the  entire  "Phase  I

              Environmental Site Assessment - WGME-TV Studios -- 1335 Washington
              Avenue" (Dames & Moore, 5/28/98).

         2.   Transmitter  Site,   Brownhill  Road,  Raymond,   Maine.   Various
              potential  environmental matters as described in the entire "Phase
              I  Environmental  Site  Assessment - WGME-TV  Transmitter  Site --
              Brownhill Road (Dames & Moore, 5/28/98).

WGME-TV  3.   Blackstrap Road, Falmouth,  Maine. Various potential environmental
-------       matters as  described  in the entire  Phase I  Environmental  Site

              Assessment-WGME-TV  Transmitter Building and Towers-325 Blackstrap
              Road, Falmouth, Maine (Dames & Moore, 5/28/98-ESA No. 6).

         4.   Mount Agamenticus,  Town of York, Maine (easement parcel and tower
              space).  Various potential  environmental  matters as described in
              the entire Phase I Environmental Site Assessment-WGME-TV Microwave
              Receiver/Transmitter-115  Mountain  Road,  York,  Maine  (Dames  &
              Moore, 5/28/98-ESA No. 7).

         5.   North   Belfast   Road,   Augusta,    Maine.   Various   potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site  Assessment-WGME-TV-Pilot  Communications-North
              Belfast Road, Augusta, Maine (Dames & Moore, 5/28/98-ESA No. 9).

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

WGGB-TV

-------

         6.   1300  Liberty  Street,   Springfield,   Mass.   Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-WGGB-TV  Studio- 1302 & 1306 Liberty
              Street, Springfield, Mass. (Dames & Moore, 5/28/98-ESA No. 10).

         7.   Mt. Tom, Holyoke, Mass. Various potential environmental matters as
              described   in   the   entire   Phase   I    Environmental    Site
              Assessment-WGGB-TV Transmitter-29 Mount Tom, Holyoke, Mass. (Dames
              & Moore , 5/28/98-ESA No. 11).

KGAN-TV 

-------


         8.   Studio-600 Old Marion Road,  Cedar Rapids,  IA. Various  potential
              environmental   matters  as  described  in  the  entire  "Phase  I
              Environmental Site Assessment - KGAN-TV Transmission Tower" (Dames

              & Moore, 5/28/98).

         9.   Transmission   Tower,  5012  31st  Avenue,   Walker,  IA.  Various
              potential  environmental matters as described in the entire "Phase
              I Environmental  Site Assessment - KGAN-TV  Transmission  Tower --
              5012 31st Avenue, Walker, IA" (Dames & Moore, 5/28/98).

         10.  1837   Dubuque   Road,   Iowa  City,   Iowa.   Various   potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental  Site  Assessment-KGAN-TV  Iowa City Repeater Tower-
              1837 Dubuque Road, Iowa City, Iowa (Dames & Moore, 5/28/98-ESA No.

              14). 

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

         11.  1704  North  4th.  Street,  Washington,  Iowa.  Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-KGAN-TV  Television Translator Site,
              1704  North  4th.  Street,   Washington,   Iowa  (Dames  &  Moore,
              5/28/98-ESA No. 15).

WICS-TV

-------
          12. 2680  E.  Cook  Street,   Springfield,   Ill.  Various   potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-WICS-TV Studio- 2680 E. Cook Street,
              Springfield, Illinois (Dames & Moore, 5/28/98-ESA No. 16).

          13. Route 1, Village of Dawson,  Springfield,  Ill. Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-WICS-TV  Transmitter Building -Route
              1, Village of Dawson, Springfield, Ill. (Dames & Moore,

              5/28/98-ESA No. 17).

WICD-TV

-------


          14. 250 South County Fair Drive,  Champaign,  Ill.  Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental  Site  Assessment-WICD-TV  Station-250  South County
              Fair Drive, Champaign, Ill. (Dames & Moore, 5/28/98-ESA No. 18).

          15. Route  130  East,  Homer,  Ill.  Various  potential  environmental
              matters as  described  in the entire  Phase I  Environmental  Site
              Assessment-WICD-TV  Transmitter  Building -Route 130 East,  Homer,
              Ill. (Dames & Moore, 5/28/98-ESA No. 19).

          16. Route 51, Maroa, Ill. Various potential  environmental  matters as
              described in the entire Phase I  Environmental  Property  Audit by
              Hanson Engineers, dated March/1993.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

WOKR-TV

-------


          17. 4225 West Henrietta Road,  Rochester,  New York. Various potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site  Assessment-WOKR-TV  Studio-4225 West Henrietta
              Road, Rochester, New York (Dames & Moore, 5/28/98-ESA No. 20).

          18. Pinnacle  Hill-State  Route  31),  Brighton,   New  York.  Various
              potential environmental matters as described in the entire Phase I
              Environmental Site Assessment- WOKR-TV Transmitter Site-Pinnacle

              Hill ( Dames & Moore, 5/28/98-ESA No. 21.

WTWC-TV

-------


          19. 8440 West Deerlake Road, Tallahassee,  Florida.  Various potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental  Site  Assessment-WTWC-TV  Channel 40-TV station and
              Tower,  8440 West Deerlake  Road,  Tallahassee,  Florida  (Dames &
              Moore, 2/16/96)

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.14 (EMPLOYEE BENEFITS)

                        --------------------------------

          1.  The Company has entered into certain agreements with key employees
              for severance,  retention and other closing benefits which include
              new  benefits,   as  well  as  acceleration  of  certain  existing
              benefits.  Pursuant to these  agreements,  employees  will be paid
              agreed amounts in lieu of existing  obligations  under  short-term
              incentive  plans,  individual  TV  managers'  long-term  incentive
              plans,  and the  Company's  1997-2000  Long-Term  Incentive  Plan,
              thereby  fixing  and  accelerating   existing   obligations.   The
              agreements also require payment of certain base retention  bonuses
              and severance payments for selected employees.  See Section 3.14.1
              of the  Disclosure  Schedule  for a list  of  division  agreements
              (other than division  heads) and Section  3.14.2 of the Disclosure
              Schedule for a list of division head agreements.

          2.  Certain   agreements  with  various   retired   employees  may  be
              accelerated  upon  Closing:  John  DiMatteo,  John Hooper,  Robert

              Morehead and Gilbert Lefkovich.

          3.  The Company has entered into several  severance  agreements in the
              normal  course  of  business  which  include  periodic   severance
              payments and payment of medical and dental COBRA premiums.

          4.  The Company has an arrangement to pay a former  employee a monthly
              sum,  until  May  1999,  outside  the  terms  of any  supplemental
              retirement plan.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.14 (EMPLOYEE BENEFITS)

                        --------------------------------


          5.  The  Company is in the process of amending  certain  summary  plan
              descriptions  for its qualified  plans and welfare  benefit plans.
              Amendments  to qualified  plans need to be written and filed prior
              to  12/31/99  to comply  with Tax Reform Act of 1997 and the Small
              Business Job Protection Act of 1996.

          6.  The Guy Gannett  Voluntary  Investment  Plan (401(k)) has recently
              had several small  operational  matters which have been  corrected
              and   documented   according   to  the   provisions   of  the  IRS
              self-correction program referred to as "APRSC."

          7.  The Guy Gannett Voluntary Investment Plan is currently involved in
              a random 5500 audit by the IRS for the 1995 plan year. The results
              of that audit cannot be predicted at this time.

          8.  The Company has agreed,  under the terms of a severance  agreement
              with  one  former  employee,  to pay to him  75% of an  individual
              medical insurance premium until March 2003.

          9.  KGAN  entered  into  a  severance   agreement  with  an  employee.
              Subsequently,  there have been several  letters of  correspondence
              with  the  former  employee's  attorney  over a number  of  issues
              including a  modification  that had to be made to the agreement in
              order to  comply  with  medical  plan and COBRA  eligibility.  The
              matter has not risen to the level of threatened litigation.

          10. See Section  3.14.5 for list of employee  benefit  plans,  Section
              3.10.4 for list of  material  employment,  consulting  and similar
              agreements,  Section 3.10.6 for collective  bargaining  agreements
              and Section  3.14.1,  3.14.2 and 3.3 for agreements  providing for
              payments upon a change of control.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                         SECTION 3.15 (LABOR RELATIONS)

                         ------------------------------


         See  Section  3.10.6  for  list  of  labor  organizations  representing
         employees.

         3.15(i):          None.

         3.15(ii):         None.

         3.15(iii):        None.

         3.15(iv):         None.

         3.15(v)           None.

         3.15(vi)          None. 

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                      SECTION 3.16 (INTELLECTUAL PROPERTY)

                      ------------------------------------


         See Section 3.16.1 for a list of call letters for the Stations.

         3.16(i):    None.

         3.16(ii):

         1.          The tradename for  "Newssource 13" used by WOKR has not yet
                     been  transferred of record in the U.S.  Patent & Trademark
                     Office.

         2.          The Company is  investigating  whether KGAN's  "Weathereye"
                     website  has  all  necessary  copyrights  for  some  of the
                     material published on its site.

         3.16(iii):  None.

         3.16(iv):   None.

<PAGE>

Guy Gannett Communications
Purchase Agreement - Broadcasting
Section 3.16.1 - Call Letters

          WGME-TV           PORTLAND, MAINE

          WGGB-TV           SPRINGFIELD, MASSACHUSETTS

          KGAN-TV           CEDAR RAPIDS, IOWA

          WICS-TV           SPRINGFIELD, ILLINOIS

          WICD-TV           CHAMPAIGN, ILLINOIS

          WOKR-TV           ROCHESTER, NEW YORK

          WTWC-TV           TALLAHASSEE, FLORIDA

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                              SECTION 3.17 (TAXES)

                              --------------------

         None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                           SECTION 3.18 (COMMISSIONS)

                           --------------------------

         Certain  of the  Company  executives  have  agreements  for  contingent
compensation tied to the sales price for the Company.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                      SECTION 3.19 (AFFILIATE TRANSACTIONS)

                      -------------------------------------

                     See Section 3.7 of the Disclosure  Schedule  concerning the
                     Contribution   Agreement  with  respect  to  the  Company's
                     transfer of the Maine Media Business to Newco.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

          4.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

          ------------------------------------------------------------

          None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        4.7 (PURCHASER'S QUALIFICATIONS)

                        --------------------------------

The  following  television  stations  overlap with  Sinclair  stations and would
require  waivers  of FCC  ownership  rules  before  they  could be  acquired  by
Sinclair:

1.   WOKR-TV Rochester, NY, has Grade A overlap with WUHF(TV), Rochester, NY

2.   WICS-TV  Springfield,  IL, has Grade A overlap with WYZZ(TV),  Bloomington,
     IL, and Grade B overlap with KDNL(TV), St. Louis, MO.

3. WICD-TV Champaign, IL, has Grade B overlap with WYZZ(TV), Bloomington, IL.

4.   KGAN-TV Cedar Rapids,  IA, has Grade B overlap with  KDSM(TV),  Des Moines,
     IA.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

         5.1(a)(i):    None.

         5.1(a)(ii):

         1.            The Company has the right, under a contract with KOZ inc,
                       to provide on-line community  publishing  services in all
                       of its TV  markets.  The  Company (as part of Maine Media
                       Business) presently provides this service only in Maine.

         2.            Some  combined  activities  between and among the Company
                       and  Newco may be  suspended  at or after the date of the
                       sale of the Maine Media Business.

         3.            KGAN plans to enter into a lease for a remote studio at a
                       mall.

         4.            The Company  will  modify the Guy Gannett  Group Life and
                       Health Plan (#501) to vest those  Business  Employees and
                       Corporate Office Employees (1) who are currently  retired
                       and covered by the plan ("Current  Retirees") and (2) who
                       are  currently  employed and who meet the age and service
                       requirements  for  post-retirement  coverage  as  of  the
                       Closing  Date  ("Qualified  Employees",  with the Current
                       Retirees and Qualified Employees  sometimes  collectively
                       referred to as  "Retirees") in  post-retirement  benefits
                       substantially  equivalent to those offered by the plan as
                       of the Closing  Date.  The  Coorporate  Office  Employees
                       eligible   or   deemed   to   be   eligible   for   these
                       post-retirement benefits are listed on Schedule 5.1.1 and
                       the Business Employees eligible for these post-retirement
                       benefits are listed on Schedule 5.1.2.



<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

                  The percentage of premium paid by Current Retirees will remain
                  the same as the  percentage  that  they pay as of the  Closing
                  Date. Current Retirees and Qualified  Employees shall pay 100%
                  of the premium for  post-retirement  medical  coverage and the
                  Company shall pay 100% of the life insurance  premium for such
                  Current Retirees and Qualified Employees.

                  Subject to the  provisions  of the existing  plans  concerning
                  premium sharing,  the cost of such insurance coverages will be
                  deemed to be the same as the cost for active  employees for so
                  long as the same benefit  options are available to both active
                  employees and Retirees.  At any time that active employees and
                  Retirees are not covered by the same health plan options,  the
                  cost to Retirees will be deemed to be the  community  rate for
                  the same or similar  coverage as  determined  by the insurance
                  provider  covering the largest number of lives in the State of
                  Maine.  The Group Companion Plan coverage will at all times be
                  based upon the current coverage option and at rates determined
                  from time to time by Blue  Cross  Blue  Shield of Maine or its
                  successor  and  approved by the State of Maine,  although  the
                  actual insurance carrier may change.

                  See  Section  3.7  of  the  Disclosure   Schedule   concerning
                  allocation  of pension  plan assets in the  Company's  defined
                  benefit plan  between the Company and Newco,  and the transfer
                  of certain plan assets  related to the Maine Media Business to
                  Newco's plan.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

         5.            Under a contract  with  Cigna  (G-R200),  Cigna  provides
                       guaranteed  payments  to  retirees  under the Guy Gannett
                       Retirement  Plan with respect to benefits  accrued  until
                       January,  1970.  The  Company  plans to cause  the  Cigna
                       contract to be  modified  to provide for the  transfer to
                       the New  Pension  Plan  that  portion  of the  guaranteed
                       payments  that  relate to  current  and  former  Business
                       Employees.

         6.            WGME may move either Frazier or Entertainment  Tonight to
                       an after-midnight time slot before Tom Snyder.

         5.1(a)(iii):  None.

         5.            The Company  plans to enter into a lease  amendment  with
                       respect to the property located at the Northport Business
                       Park to address sub-letting of tower space.

         6.            The Company plans to donate certain items relating to the
                       Gannett family to non-profit organizations.

         7.            See  Section  3.7  of  the  Disclosure   Schedule  for  a
                       description  of  the  contribution  of  the  Maine  Media
                       Business to Newco, and the related  agreement  concerning
                       certain shared assets, which the Company expects to enter
                       into prior to Closing.

         5.1(a)(iv):  

         8.            Trustees  under the Guy Gannett  Retirement  Plan and the
                       Voluntary Investment Plan and Trusts will resign and will
                       be replaced by an institutional trustee.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

         9.            The Company  expects to grant a premium  holiday,  and/or
                       provide  employees  a lump sum refund  relating  to prior
                       year overpayment of health care premiums.

         5.1(a)(v):    None.

         5.1(a)(vi):   None.

         5.1(a)(vii):  None.

         5.1(a)(viii): No  consent  of  the  Purchaser   will  be  required  for
                       modification,   change,   renewal  or  extension  of  the
                       following  Material  Contracts,  on terms consistent with
                       past practices of the Business:

                       o   Modification  of Lease  with  Elden  Moss  (KGAN)  to
                           obtain  a right  of  first  refusal  in  favor of the
                           Company and correct the landlord

                       o   Entry  into a new  office  lease  in  Waterloo,  Iowa
                           (KGAN).

                       o   Extension  or  renewal  of  Columbine  Systems,  Inc.
                           agreement (WICS),  provided that the Company will use
                           reasonable  efforts  to  extend  this  contract  on a
                           month-to-month  basis or to renew the same terminable
                           on 30  days'  notice,  but the  obtaining  of such an
                           extension  or renewal  on such  terms  shall not be a
                           condition of Closing. In no event shall this contract
                           be  extended   beyond   December   31,  2000  without
                           Purchaser's  consent,  which  consent  shall  not  be
                           unreasonably   withheld. 

                       o   Extension  or renewal of Incentive  Management,  Inc.
                           agreement  (WICS)

                       o   New  Personal  Service  Contract  with  Beth  Carroll
                           (WGGB) 

                       o   New  Personal  Service  Contract  with Karen  Hoskins
                           (KGAN)

                       o   New Personal Service Contract with Greg Kerr (WICS)

                       o   New  Personal  Service  Contract  with  Chad  Mahoney

                           (WICS)

                       o   New Personal Service Contract with Pat Bilone (WOKR)

                       o   A new Personal  Services Contract may be entered into
                           with Doug Cook.

                       o   U.S.  Fleet  Lease  will be amended to add a budgeted
                           news vehicle.

                       o   See Section 5.1(a)(iii),  No. 5, concerning Northport
                           Business Park lease  amendment.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------


         5.1(a)(ix):

         10.               An employee of WGGB stole  certain  services from the
                           Station.  The employee has been terminated.  WGGB may
                           enter into a settlement  agreement and a release with
                           regard to the services stolen.

         5.1(a)(x):

         11.               The  Company  may enter  into an  agreement  with CBS
                           reducing   KGAN  and   WGME's   network   affiliation
                           compensation  as a result of CBS's  new NFL  football
                           programming.

         5.1(a)(xi):       None.

         5.1(a)(xii):      None.

         5.1(a)(xiii):     None.

         5.1(a)(xiv):      None.

         5.1(a)(xv):       None.

         5.1(a)(xvi):      None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

              SECTION 5.2 (POST-CLOSING COVENANTS AND AGREEMENTS)

              ---------------------------------------------------

         5.2(a):    Employee  Benefit  Plans,  books and records to be available
                    for inspection without limit as to time relate to:

                    o Guy  Gannett  Retirement  Plan and Trust
                    o WOKR-TV 401(k) Profit Sharing and Savings Plan

         5.2(b):    Corporate Office Employees are those  individuals  listed on
                    Section 5.2.1 of the Disclosure Schedule or any persons who,
                    at or prior to  Closing,  have  replaced  any of the  listed
                    individuals in their positions.

         5.2(d):    Purchasers  current severance policy is to provide severance
                    of  one-half  day's  pay for each full  month of  continuous
                    service to those employees  whose  employment is terminated,
                    after six months of service,  due to the  elimination of the
                    employee's   duties  for  reasons  such  as  lack  of  work,
                    organizational changes or general reduction of force.

         5.2(e):

         1.         Pursuant to Section 7 of the presently effective  bargaining
                    agreement  between  "WGME-TV,  a  division  of  Guy  Gannett
                    Communications Co. (Employer) and the American Federation of
                    Television   and  Radio  Artists,   Boston  Local,   AFL-CIO

                    (Union)".

         2.         Pursuant to Section C of the presently effective  bargaining
                    agreement between "Guy Gannett  Communications d/b/a WGME-TV
                    of  Portland,   Maine  and  Local  Union  No.  1837  of  the
                    International Brotherhood of Electrical Workers [AFL-CIO]."

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                    SECTION 5.2 (POST-CLOSING COVENANTS AND AGREEMENTS)

                    ---------------------------------------------------


         3.         Pursuant to Article V, Section 12 of the presently effective
                    bargaining  agreement  between "Guy  Gannett  Communications
                    d/b/a  WICS-TV of Portland,  Maine and Local Union No. 51 of
                    the International Brotherhood of Electrical Workers

                    [AFL-CIO]."

         5.2(f):    Robert  Gilbertson  (retired),  Don Alhart  (WOKR) and Frank
                    Fixaris  (retired) have  supplemental  retirement plans. The
                    accrued  liability  therefor  will  be  included  in the Net
                    Financial Assets calculation.

         5.2(i)     See Section 5.2.2 of the  Disclosure  Schedule. 

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

             Section 6.4 (Material Consents Required As A Condition

             ------------------------------------------------------
                    of the Purchaser's Obligation To Close)

                    ---------------------------------------

         1.     The  Affiliation  Agreements  listed  on  Section  3.10.1 of the
                Disclosure Schedule.

         2.     Lease with Michigan Ave.  National Bank of Chicago dated 4/19/77
                for studio space and tower lease.

         3.     Obtaining of the  following  consents will not be a condition of
                Closing  if  the  Company  has   obtained,   prior  to  Closing,
                alternatives reasonably acceptable to Purchaser and on terms not
                materially  adverse to Purchaser  as  reasonably  determined  by
                Purchaser:

                A.  Lease with Eldon Moss dated 2/25/98 for Iowa City translator
                    tower site.

                B.  Lease  with  Dale and  Candace  Schiebe  dated  7/27/98  for
                    Washington, Iowa site.

                C.  Lease with Maine  Public  Broadcasting  dated  10/23/95  for
                    Litchfield, Maine tower space.

                D.  Lease  with  Maine  Bureau  of  Forestry  dated  1/7/88  for
                    microwave tower site.

                E.  Lease  with Fleet Bank  dated  1/1/94  for  Lewiston,  Maine
                    space.

                F.  Lease  with  Fleet Bank dated  6/20/95  for  Sanford,  Maine
                    office space.

                G.  Excelltron  Tower, Inc. lease dated 7/1/95 for tower located
                    in Sanford, Maine.

                H.  Intermedia  (EMI  Communications)  dated  3/26/98  for video
                    service/tower lease for WOKR.

None of the leases  described in this Section 3 are for main studio,  main tower
or main transmission sites.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

*Northport  Realty Trust for WGME office and studio lease (consent to assignment
not required).

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

             SECTION 7.4 (MATERIAL CONSENTS REQUIRED AS A CONDITION

             ------------------------------------------------------
                     OF THE COMPANY'S OBLIGATION TO CLOSE)

                     -------------------------------------

         None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                                   SECTION 9

                                   ---------
         (CLOSING STATEMENT DIFFERENCES AND INCONSISTENCIES WITH GAAP)

         -------------------------------------------------------------

         1.         The  accounting  method  used  to  amortize  downpayment  of
                    certain  program costs will be made in  accordance  with the
                    example shown in Section 9.1 of the Disclosure Schedule.

         2.         The  Closing   Statement  may  not  include  any  assets  or
                    liabilities  that may result from a settlement in the future
                    with ASCAP  regarding  the dispute with the TV Music License
                    Committee on new fees and the license agreement.

         3.         The Closing  Statement  will not be in accordance  with GAAP
                    and/or be  consistent  with the basis used in preparing  the
                    Unaudited  Financial  Statements  as of,  and for  the  year
                    ended, December 27, 1997 in the following ways.

                    (a)   The Closing  Statement  will not include any financial
                          statements or footnotes required under GAAP.

                    (b)   The Closing  Statement  will not include any  accruals
                          for  severance  for  employees  terminated  after  the
                          Closing.

                    (c)   See Section 3.5 of the  Disclosure  Schedule for other
                          non-conformities  with GAAP and  inconsistencies  with
                          prior practices.

         4.         The Company has an arrangement to pay a former WGME employee
                    a monthly  sum,  until May  1999,  outside  the terms of any
                    supplemental  retirement plan. The Company accounts for this
                    liability on a cash basis.

         5.         A liability for vacation  benefits for  corporate  employees
                    may  exist  at  Closing.  This  will  be  recorded  as a Net
                    Financial   Asset,  but  is  not  in  accordance  with  past
                    practices for interim financial statements.

         6.         Retirement and deferred compensation plans for the following
                    former  executives will be included in the definition of Net
                    Financial  Assets,  unless such  liabilities  are  satisfied
                    prior to Closing:  Robert  Gilbertson;  John Hooper;  Robert
                    Morehead; Gilbert Lefkovich and John DiMatteo.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                        PURCHASE AGREEMENT - BROADCASTING

                         SECTION 1.1(D) - REAL PROPERTY




------------------ -------------------------------------- --------------------------------------------------------------------------
                   IDENTIFIER/TITLE COMMITMENT 

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                              ENTITY ID

------------------ -------------------------------------- --------------------------------------------------------------------------

                                                                                                      
MAINE                                                     FOR INFORMATION AND TITLE INFORMATION REGARDING

                                                          EASEMENTS,     RIGHTS    AND     APPURTENANCES,
                                                          OUTCONVEYANCES AND OTHER  ENCUMBRANCES,  PLEASE
                                                          SEE THE  TITLE  INSURANCE  COMMITMENT  FOR EACH
                                                          PARCEL.  FOR INCOME LEASES AFFECTING OWNED REAL
                                                          PROPERTY,  SEE SECTION 3.10.8 OF THE DISCLOSURE

                                                          SCHEDULE

------------------ -------------------------------------- --------------------------------------------------------------------------
CUMBERLAND
COUNTY

------------------ -------------------------------------- --------------------------------------------------------------------------
LICENSE            390 Congress Street                    Short-term license (to be created pursuant to           WGME-TV
                   Portland (2-(A))                       terms of Contribution Agreement)

                   Transmitter,  antennae and sky camera
                   on roof of building

------------------ -------------------------------------- --------------------------------------------------------------------------
TENANCY AGREEMENT  Cumberland County Civic Ctr (14(A))    Oral agreement for tower on roof                        WGME-TV
------------------ -------------------------------------- --------------------------------------------------------------------------
LEASED             Northport Plaza                        Lease between Trustees of Northport Realty Trust        WGME-TV
                   Portland (15L)                         and Guy Gannett Communications dated January 1, 1996;

                   WGME-TV

                   Studio, office, satellite antennae
                   and microwave dishes

------------------ -------------------------------------- --------------------------------------------------------------------------
OWNED              Brownhill Road                         QUITCLAIM DEED from Guy Gannett Broadcasting Services   WGME-TV
                   Raymond                                to Guy Gannett Publishing Co., dated 12/19/86,
                   WGME-TV (P17, 18)                      Cumberland Registry at Book 7720, Page 244;

                   Tower, sky camera and transmission

                   Building
                   (69 acre parcel)

------------------ -------------------------------------- --------------------------------------------------------------------------


<PAGE>




------------------ -------------------------------------- ---------------------------------------------------------- ---------------
                   IDENTIFIER/TITLE COMMITMENT

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                                 ENTITY ID

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
                                                                                                           
OWNED              Blackstrap Road                        WARRANTY DEED from Guy Gannett Broadcasting Services       WGME-TV
                   Falmouth                               to Guy Gannett Publishing Co., dated 12/19/86,
                   WGME-TV (P 19)                         Cumberland Registry at Book 7679, Page 99;

                   2 parcels (one is raw land);
                   transmission building, tower and sky
                   camera

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
ORAL               Maine Medical Center                   Sky cam lease                                              WGME-TV

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
YORK COUNTY

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
LEASED             Eight Washington Street, Stes.         Lease Agreement between Fleet Bank of Maine as Landlord    WGME-TV
                   209-212, 2nd Fl, Sanford               and Guy Gannett Communications, dated 6/20/95, expires

                   WGME-TV                                4/20/2000.

                   (23-L, 27-L)

                   Office, remote broadcast

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
LEASED             Mt. Hope Road                          Tower Site Agreement between Excelltron Tower, Inc.        WGME-TV
                   Sanford (York, Cty)                    and Guy Gannett Communications, dated 7/1/95, expires 
                   WGME-TV (28-L)                         4/30/2000, with option to renew for another 5 yrs.

                   Leased  space on tower for 2
                   antennae microwave site

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
LEASED             Mt. Agamenticus                        Lease Agreement between Maine Bureau of Forestry and       WGME-TV
                                                          WGME-TV, dated 1/7/88

                   Leased tower space
                   WGME-TV (29-A)

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
OWNED              Town of York,                          WARRANTY DEED from Guy Gannett Broadcasting Services       WGME-TV
                   Agamenticus Mountain:                  to Guy Gannett Publishing Co., dated 12/19/86, York
                   WGME-TV (29-E)                         registry at Book 4220, Page 210.

                   Easement to  maintain a 4' x 8' cinder  block  building  with
                   relay antenna on Forestry tower(microwave site)

------------------ -------------------------------------- ---------------------------------------------------------- ---------------


<PAGE>




------------------ -------------------------------------- ----------------------------------------------------------- --------------
                   IDENTIFIER/TITLE COMMITMENT

OWNED/LEASED       PARCEL                                 DOCUMENTATION OF OWNERSHIP                                  ENTITY ID

------------------ -------------------------------------- ----------------------------------------------------------- --------------
KENNEBEC COUNTY

------------------ -------------------------------------- ----------------------------------------------------------- --------------
                                                                                                            
OWNED              North Belfast Road                     Myron J. Moody to Gannett Publishing Co., Inc.,             WGME-TV
                   Augusta (34(A))                        6/12/44, at 804/4991;

                   Land only owned;  tower space          GGPC to Guy Gannett Broadcasting Services, 11/22/65,
                   leased to Pilot Communications         at 1403/461;

                                                          Leased to Augusta-Waterville Broadcasters: Lease dated
                                                          3/1/85 (now Pilot Communications)

------------------ -------------------------------------- ----------------------------------------------------------- --------------
TENANCY AGREEMENT  State House Building,                  Unwritten agreement:                                        WGME-TV
                   Augusta (36-L)

------------------ -------------------------------------- ----------------------------------------------------------- --------------
TENANCY AGREEMENT  6 E. Chestnut Street,                  Informal, unwritten agreement for skycam site               WGME-TV
                   Augusta (Kennebec Valley 

                   Medical Center) (40-L)

------------------ -------------------------------------- ----------------------------------------------------------- --------------
TENANCY AGREEMENT  Quaker Hill                            No written agreement-use of tower space with WABI           WGME-TV
                   Sidney, Maine (40(A))

                   Agreement for WABI for antenna
                   space; WABI provides backup power
                   use of their receiver antenna

------------------ -------------------------------------- ----------------------------------------------------------- --------------
ANDROSCOG. COUNTY

------------------ -------------------------------------- ----------------------------------------------------------- --------------
LEASED             35 Ash Street,                         Lease between Fleet Bank of Maine and Guy Gannett           WGME-TV
                   Lewiston (32-L)                        Communications,  d/b/a WGME-TV, dated 1/1/94,

                                                          ending 12/31/99

                   Leased studio, office for news
                   bureau; transmitter and tower
                   with 2 antennae on top of
                   building

------------------ -------------------------------------- ----------------------------------------------------------- --------------


<PAGE>




------------------ -------------------------------------- ----------------------------------------------------------- --------------
                   IDENTIFIER/TITLE COMMITMENT

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                                  ENTITY ID

------------------ -------------------------------------- ----------------------------------------------------------- --------------
                                                                                                            
LEASED             Oak Hill Road                          Lease Agreement between Maine Public                        WGME-TV

                   Litchfield (39-L)                      Broadcasting Corporation and Guy Gannett Communications, 
                                                          WGME-TV, dated 10/23/95, expires 10/23/99

                   Small leased building and tower
                   space microwave site (WCBB Tower)

------------------ -------------------------------------- ----------------------------------------------------------- --------------
PENOBSCOT
COUNTY

------------------ -------------------------------------- ----------------------------------------------------------- --------------
ORAL               WABI Tower                             ORAL agreement regarding use of WABI tower space            WGME-TV
                   Dixmont, ME (40(B))

                   Transmitter located in WABI bldg.

------------------ -------------------------------------- ----------------------------------------------------------- --------------
ORAL               Hildreth Street                        ORAL agreement with WABI regarding use of WGME transmitter  WGME-TV
                   Bangor, ME (40(C))
                   Transmitter
------------------ -------------------------------------- ----------------------------------------------------------- --------------
MASS.

------------------ -------------------------------------- ----------------------------------------------------------- --------------
OWNED              1300 Liberty Street,                   QUITCLAIM DEED from The WHYN  Stations  Corporation  to     WGGB-TV
                   Springfield, MA                        Guy Gannett Publishing Co., dated 12/19/86
                   (Hampden Cty.)                         and recorded in the Hampden  County Registry
                   (60, 61)                               of Deeds at Book 6662, Page 407.

                   Studio, office

------------------ -------------------------------------- ----------------------------------------------------------- --------------


<PAGE>




------------------ -------------------------------------- ---------------------------------------------------------- ---------------
                   IDENTIFIER/TITLE COMMITMENT  PARCEL

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                                 ENTITY ID

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
                                                                                                              
LEASED                                                    Chestnut Park Associates - Leased Tower space for WGGB     WGGB-TV
                                                          radio equipment, effective date - 8/1/85; with Amendment
                                                          to extend term and rate (dated 5/1/93)

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
OWNED              Mt. Tom                                QUITCLAIM DEED from The WHYN Stations Corporation to       WGGB-TV
                   Holyoke, MA (64)                       Guy Gannett Publishing Co., dated 12/19/86 and recorded
                                                          in the Hampden County Registry of Deeds at Book 6662,

                   Transmitter building and parcel of     Page 407 (rec. on 10/23/87) parcel #4

                   land

                                                          -Easement from Mountain Park Amusement Co., Inc. to The
                                                          WHYN Stations Corporation, dated 10/14/68, recorded in
                                                          Hampden Cty. at 3373/381;

                                                          -Lease Agreement between The WHYN stations Broadcasting
                                                          Corp. & Affiliated Broadcasting, Inc. dated 6/13/80
                                                          (space in transmitter building on Mt. Tom)

                                                          - Assumption between New England Radio Corp. (successor
                                                          Tenant) who wishes to assign said Lease to Radio Equity
                                                          Partners, and Guy Gannett Publishing Co. as Landlord,
                                                          dated 10/13/93 (Consent to Assignment of Lease, Estoppel
                                                          Certificate and Lease Assumption, dated October 13, 1993)

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
IOWA

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
OWNED              KGAN-TV                                WARRANTY DEED from WHYN Stations Corporation to Guy        KGAN-TV
                   Cedar Rapids, Iowa                     Gannett Publishing Co., dated 12/19/86, recorded Linn
                   600 Old Marion Road                    County at Book 1907, Page 272

                   Linn County (2 parcels)               

                   (70, 71)                               STUDIO LEASE AGREEMENT between KGAN-TV and WMT, Inc.,
                                                          dated October 16, 1981 (6,579 SF);

                   Own 6.95 acres and lease studio       

                   space; studio and office,              TOWER LEASE AGREEMENT between KGAN-TV and WMT, Inc. dated
                   and 700' tower KGAN-TV                 October 16, 1981                                                 

------------------ -------------------------------------- ---------------------------------------------------------- ---------------


<PAGE>




------------------ -------------------------------------- ---------------------------------------------------------- ---------------
                   IDENTIFIER/TITLE COMMITMENT 

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                                 ENTITY ID

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
                                                                                                           
OWNED              Highway 150, West of Walker, Benton    WARRANTY DEED from The WHYN Stations Corporation to Guy    KGAN-TV
                   County, Iowa                           Gannett Publishing Co. dated 12/19/86, recorded Benton
                   (72, 72-L, 73)                         County Recorder at Book 216, Page 458;
                   156.5 acres

                                                          ASSIGNMENT OF LEASE: Lease between WMT, Inc. and 

                   Transmitter building, 1335' tower      Charlotte Dolph Johnson and WMT, Inc. dated Sept. 15,
                   and 40 x 60 metal garage               1975 assigned KGAN-TV

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
LEASED             Iowa City                              LEASE between Eldon Moss and Guy Gannett Communications    KGAN-TV
                   Johnson County                         d/b/a KGAN-TV, dated 2/25/98;
                   (74, 74-L)

                                                          [Own building and lease land; KGAN in process of

                   Leased land by KGAN; repeater          attempting to obtain Right of First Refusal on land

                   building co-owned with ILLOWA          on correction of land correction of Landlord to Moss
                   Communications Co.                     Farms, Inc.

------------------ -------------------------------------- ---------------------------------------------------------- ---------------
LEASED             1704 6th Street                        LEASE between Dale L. Schiebe and Candace Talbot Schiebe   KGAN-TV
                   Washington County, Iowa                as landlords and Guy Gannett Communications d/b/a
                   (75, 75-L)                             KGAN-TV, dated July 27, 1998 (automatic renewal feature)
                   Translator building
------------------ -------------------------------------- ---------------------------------------------------------- ---------------
LEASED             501 Sycamore Street,                   LEASE between Midtown Development Partnership and          KGAN-TV
                   Suite 706,                             KGAN, dated 11/1/96

                   Waterloo, IA                          
                   [228 Waterloo Building]                Lease expires 10/98

                   (76-L)

                   Space no longer in use
                   -- bureau office

------------------ -------------------------------------- ---------------------------------------------------------- ---------------


<PAGE>




------------------ -------------------------------------- --------------------------------------------------------- ----------------
                   IDENTIFIER/TITLE COMMITMENT

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                                ENTITY ID

------------------ -------------------------------------- --------------------------------------------------------- ----------------
                                                                                                                       
LEASED             860 22nd Avenue                        LEASE between Zorah Asadzadehfard d/b/a Afsie Dental      KGAN-TV
                   Unit #3 (77-L)                         Clinic and KGAN TV Co., dated 1/30/96 as amended

                   Coralville, IA
                   Bureau office

------------------ -------------------------------------- --------------------------------------------------------- ----------------
RENTAL             AGREEMENT  308  29th  Street  This  is  storage  space  on an
                   "As-needed"  basis  for large  KGAN-TV  Cedar  Rapids  (78-L)
                   equipment short term agreements only

                   Warehouse space

------------------ -------------------------------------- --------------------------------------------------------- ----------------
ILLINOIS:

------------------ -------------------------------------- --------------------------------------------------------- ----------------
OWNED              WICS-TV                                WARRANTY DEED from Guy Gannett  Broadcasting  Services    WICS-TV
                   2680 E. Cook Street                    Co. to Guy Gannett  Publishing  Co.,  dated  12/19/86,
                   Springfield, Ill.                      recorded   SANGAMON  County,   IL  Instrument   #59708
                   (2 parcels) Studio, office (80)        [Source:  Warranty  Deed  from  WICS-RV,  Inc.  to Guy
                                                          Gannett   Broadcasting
                                                          Services (Co.),  dated
                                                          3/12/85  and  recorded
                                                          in the Sangamon County
                                                          Records at  Instrument
                                                          #980885

------------------ -------------------------------------- --------------------------------------------------------- ----------------
OWNED              Route 1                                WARRANTY DEED from Guy Gannett  Broadcasting  Services    WICS-TV
                   Village of Dawson, IL (81)             Co. to Guy Gannett  Publishing  Co.,  dated  12/19/86,
                                                          recorded   SANGAMON  County,   IL  Instrument   #59708

                   Transmitter building                   [Source:  Warranty  Deed  from  WICS-RV,  Inc.  to Guy 
                   (WICS-TV)                               Gannett Broadcasting Services (Co.), dated 3/12/85 and

                                                           recorded in the Sangamon  County Records at Instrument
                                                           #980885

------------------ -------------------------------------- --------------------------------------------------------- ----------------
LEASED             250 So. County Fair Drive              LEASE Agreement between Michigan Avenue National Bank of  WICD-TV
                   Champaign (82-L)                       Chicago, (as Trustee) and Plains Television Partnership,

                                                          dated 4/19/77;

                   Plains  Television  Partnership  Memorandum of Lease recorded
                   3/30/78 as document 78 R WICD-TV; 6323 (landlord-according to
                   insurance list, now Mgmt.

                                                          Co. of Illinois, Inc.)

                   studio, office/tower lease

------------------ -------------------------------------- --------------------------------------------------------- ----------------


<PAGE>




------------------ -------------------------------------- ----------------------------------------------------------- -------------
                   IDENTIFIER/TITLE COMMITMENT 

OWNED/LEASED       PARCEL NUMBER                                 DOCUMENTATION OF OWNERSHIP                           ENTITY ID

------------------ -------------------------------------- ----------------------------------------------------------- -------------
                                                                                                                
OWNED              Route 51                               TRUSTEES DEED from LaSalle  National Trust to GGC, for      WICD-TV
                   Maroa, IL (Macon Cty.)                 Macon Cty.,  IL parcel,  dated 9/25/94 and recorded at 
                   microwave site                         Book 2565, Page 92                                     

                   (WICD-TV) (84)                        

------------------ -------------------------------------- ----------------------------------------------------------- -------------
TENANCY AGREEMENT  Springfield, IL                        Oral agreement for office space; no documentation available WICD-TV

------------------ -------------------------------------- ----------------------------------------------------------- -------------
LEASED             Eight Ridgeview Road,                  LEASE  between  First  Appraisal  Co. and Guy  Gannett      WICD-TV
                   Danville, IL (85-L)                    Communications, dated 1/19/98, expires 1/31/2000       

                   Bureau office (WICD-TV)

----------------- -------------------------------------- --------------------------------------------------------------------------
NEW YORK:

------------------ -------------------------------------- ----------------------------------------------------------- -------------
OWNED              4225 W. Henrietta Road                  BARGAIN AND SALE DEED from WOKR-TV  Partners,  G.P. to     WOKR-TV
                   Rochester, NY (90, 91)                  Guy  Gannett  Communications,  dated July 10, 1998 and
                                                           recorded in the Monroe County  Clerk's  Office at Book
                                                           9036, Page 71.                                       

                   WOKR-TV
                   Channel 13

                   studio and office, inc., and
                   Pinnacle Hill, State Route 31
                   (Brighton) transmitter and
                   tower site

------------------ -------------------------------------- ----------------------------------------------------------- -------------
LEASED             One Chase Square,                       LEASE between  Lincoln  First Bank, NA and  WOKR-Inc.,     WOKR-TV
                   Chase Manhattan Bank                    dated 1/10/80; also: Extension Agreement between Chase
                   Rochester, NY                           Lincoln  First  Bank,  NA  and  WOKR  Partners,  dated
                   (92-L)                                  9/12/89;                                              
                                                           and:

                                                           Second Extension Agreement between The Chase Manhattan
                                                           Bank and WOKR

                   Tower and receiver site                 Partners, dated 11/14/94, through 12/31/99;
                                                           NOTE: Collier ABT, Inc. is now responsible for this lease
                                                           administration for billing and collections

------------------ -------------------------------------- ----------------------------------------------------------- -------------


<PAGE>




------------------ -------------------------------------- ------------------------------------------------------------------------
                   IDENTIFIER/TITLE COMMITMENT 

OWNED/LEASED       PARCEL NUMBER                          DOCUMENTATION OF OWNERSHIP                               ENTITY ID

------------------ -------------------------------------- ------------------------------------------------------------------------
FLORIDA:

------------------ -------------------------------------- ------------------------------------------------------------------------
                                                                                                         
OWNED              8440 Deer Lake Road,                   STATUTORY WARRANTY DEED from T.O.N. Realty Partnership   WTWC-TV
                   Tallahassee, Florida                   to  Guy  Gannett  Communications,  dated  4/10/96  and
                   WTWC-TV                                recorded in the Public  Records of Leon County,  FL at
                   Studio and office (100)                OR 1896, Pg. 956;                                    

                                                          MODIFICATION  OF GRANT OF  EASEMENT  between  Killearn
                                                          Lakes Plantation Home Owners Assn., Inc. and T.O.N.
                                                          Realty Partnership

------------------ -------------------------------------- ------------------------------------------------------------------------

<PAGE>

  GUY GANNETT COMMUNICATIONS
  PURCHASE AGREEMENT
  MATERIAL CONTRACTS - BROADCASTING

  SECTION 3.10.1




  DIVISION        DOC. #     COMPANY NAME                    PURPOSE                               

                                                                                       
  Corp         100400.00     BMI                             Group Television Blanket License      

  Corp         100500.00     KATZ & SELTEL                   Master Representation Agreement       

  Corp         100500.01     KATZ & SELTEL                   Interpretive letter                   

  Corp         100500.02     KATZ & SELTEL                   Amendment to Master Rep Agt.          

  Corp         109999.99     Employee Benefit Plans          (See Section 3.14.3)

  KGAN        1471010.00     ASCAP                           Music License                         

  KGAN        1471170.00     McLeod TMO                      phone service agmt                    

  WGGB        1270020.00     A. C. Nielsen Company           Station Index Service Agreement       

  WGGB        1271640.00     ASCAP                           Music license                         

  WGME        1171560.00     Nielsen Media Research, Inc.    Station Index Service                 

  WGME        1171700.00     ASCAP                           Music License                         

  WICS        1370290.00     Incentive Management Inc        Caribbean Escape Incentive Program    

  WICS        1373341.00     A. C. Nielsen Company           Nielsen Station Index Service Agreement

  WICS        1373343.00     A. C. Nielsen Company           Ratings Service                       

  WICS        1373950.00     ASCAP                           music license                         

  WOKR        1670080.00     A. C. Nielsen Company           Index Service                         

  WOKR        1670140.00     Audience Research & Development news consulting/audience research     
                             Corporation

  WOKR        1670260.00     ASCAP                           music license                         

  WOKR        1670770.00     Lee Curtis & Assoc. Inc.        customized newspaper production       

  WOKR        1671000.00     Frontier Communications         long Distance/T-1/cellular            



 DIVISION        DOC. #     COMPANY NAME                        CONTRACT   EFFECTIVE    COPY IMPERFECTIONS
                                                                  DATE        DATE

                                                                
  Corp         100400.00     BMI                               4/17/97      4/3/97

  Corp         100500.00     KATZ & SELTEL                     4/27/98      1/1/98       original

  Corp         100500.01     KATZ & SELTEL                     8/17/98

  Corp         100500.02     KATZ & SELTEL                     8/28/98

  Corp         109999.99     Employee Benefit Plans       

  KGAN        1471010.00     ASCAP                                          4/1/98       under negotiation

  KGAN        1471170.00     McLeod TMO                                    5/24/96

  WGGB        1270020.00     A. C. Nielsen Company              5/3/91      5/1/91

  WGGB        1271640.00     ASCAP                                          4/1/98       under negotiation

  WGME        1171560.00     Nielsen Media Research, Inc.      8/23/82     1/19/97

  WGME        1171700.00     ASCAP                             10/1/95      4/1/98       under negotiation

  WICS        1370290.00     Incentive Management Inc                     11/25/97

  WICS        1373341.00     A. C. Nielsen Company             4/25/91     10/1/91       not fully executed

  WICS        1373343.00     A. C. Nielsen Company              3/7/97     10/1/96

  WICS        1373950.00     ASCAP                             10/1/95     10/1/95       under negotiation

  WOKR        1670080.00     A. C. Nielsen Company              4/4/98      6/1/98       not fully executed

  WOKR        1670140.00     Audience Research & Development                1/1/98
                             Corporation
  WOKR        1670260.00     ASCAP                                          4/1/98       under negotiation

  WOKR        1670770.00     Lee Curtis & Assoc. Inc.                      4/17/96

  WOKR        1671000.00     Frontier Communications            8/6/97    10/31/97


<PAGE>

GUY GANNETT

PURCHASE AGREEMENT - BROADCASTING
MATERIAL CONTRACTS
SECTION 3.10.4 - EMPLOYMENT AGREEMENTS




                                                                           CONTRACT     EFFECTIVE

    DIV.      EMPLOYEE NAME              TITLE                               DATE         DATE         MATERIAL  CONF      SUCC
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
    KGAN      HALL, MICHELLE             ANCHOR/REP/WEATHER                  11/1/98      11/1/98         Y       N          N
    KGAN      HALL, SCOTT                METEOROLOGIST/MANAGER               4/1/97        4/1/97         Y       N          N
    KGAN      JOHNSON-BOYLE, AMY         ANCHOR/REPORTER                     1/1/98        1/1/98         Y       N          N
    KGAN      MACKEY, ROD                SPORTS DIRECTOR                     8/21/97      8/21/97         Y       N          N
    KGAN      RIESGRAF, SANDRA           REPORTER/ANCHOR                     6/1/97        6/1/97         Y       N          N
    KGAN      ROCHE, BRIAN FRANCIS       ANCHOR/REPORTER                     8/14/98       9/1/98         Y       N          N
    KGAN      TOWNE, DAVE                METEOROLOGIST                       4/14/97      4/14/97         Y       N          N
    KGAN      VACHALEK, ROGER            CHIEF METEOROLOGIST                 6/1/97        6/1/97         Y       N          N
    KGAN      WAGNER, WADE               REPORTER/ANCHOR                     4/20/98       6/1/98         Y       N          N
    WGGB      BEVACQUA, TOM              NEWSPERSON                            N/A         9/8/96         Y       N          N
    WGGB      CARROLL, BETH              NEWSPERSON                         10/31/95      11/1/98         Y       N          N
    WGGB      COEN, SCOTT                NEWSPERSON                          4/22/98      4/27/98         Y       N          N
    WGGB      MADSEN, DAVE               NEWSPERSON                            N/A        7/11/96         Y       N          N
    WGME      BLOCK, KIMBERLY            SENIOR ANCHOR                       6/18/96       6/1/96         Y       N       SEC 14.3
    WGME      COUSINS, PAUL              WEATHER ANCHOR/REPORTER             4/4/94        4/4/94         Y       N       SEC 14.3
    WGME      EID, DAVID                 SPORTS DIRECTOR                     9/4/97        4/1/97         Y       N       SEC 14.3
    WGME      FLETCHER-SIMONS,           ANCHOR/SPEC SERIES REP              9/4/97        1/1/97         Y       N       SEC 14.3
    WGME      LAGERQUIST, GREGG          ANCHOR/REPORTER                     2/19/98      2/23/98         Y       N       SEC 14.3
    WGME      RAFFERTY, DOUGLAS          NEWS ANCHOR/REPORTER                9/3/97        4/1/97         Y       N       SEC 14.3
    WGME      SANTORO, DAVID             NEWS WEATHER ANCHOR/REP.            1/1/98                       Y       N       SEC 14.3
    WGME      VENUTI, JOE                WEATHER ANCHOR/REPORTER             6/1/96        8/1/96         Y       N       SEC 14.3
    WGME      WIGGINS, PATRICIA          NEWS ANCHOR                         2/6/98       2/23/98         Y       N       SEC 14.3
    WICD      DONOHUE PAUL               ASST NEW DIR/ANCHOR/REP               N/A        12/13/97        Y       N          N
    WICS      FINZEN-BAUMGARTEN          ANCHOR/REPORTER                                  9/18/95         Y       N          N
    WICS      GORDON, WILLIAM            WEATHER ANCHOR                                    2/1/98         Y       N          N
    WICS      LAMBERT, JERRY             STAFF REPORTER                                   9/11/95         Y       N          N
    WOKR      ALHART, DONALD W           ANCHOR/ASSOC NEWS DIR               8/1/92        8/1/92         Y       N        SEC 13
    WOKR      CATALANA, MICHAEL          SPORTS DIRECTOR                     8/25/95      6/19/95         Y       N        SEC 13
    WOKR      CURRAN,                    ANCHOR/REPORTER                     6/1/94        6/1/94         Y       N        SEC 13
    WOKR      EMBLIDGE, DOUGLAS N        ANCHOR/REPORTER                    10/27/94       1/1/95         Y       N        SEC 13
    WOKR      JOHNSON, GLENN             STAFF METEROLOGIST                  6/26/95       7/1/95         Y       N        SEC 13
    WOKR      PETERSON, WILLIAM          WEATHERCASTER/CHIEF METEOROLOGIST  12/22/94       1/1/95         Y       N        SEC 13
    WOKR      SAMUELS, CHUCK             NEWS DIRECTOR                      12/17/96      10/14/96        Y       N        SEC 13
    WTWC      CHRISTOPHER, KEVIN         ANCHOR                              2/3/97       2/17/97         Y       N       SEC 15.3
    WTWC      RUCKER, MIKE               METEOROLGIST/ANCHOR                 1/15/96       1/6/97         Y       N       SEC 15.3
    CORP      SHAFFER, JAMES             CORPORATE EXECUTIVE                 3/28/96                      Y
    CORP      SEXTON, MICHAEL            CORPORATE EXECUTIVE                 7/7/97                       Y
    CORP      GENSMER, BRUCE             CORPORATE EXECUTIVE                 7/7/97                       Y
    CORP      NIELSEN, GARY              CORPORATE EXECUTIVE                 3/31/95                      Y

<PAGE>

GUY GANNETT

PURCHASE AGREEMENT - BROADCASTING
MATERIAL CONTRACTS
SECTION 3.10.4 - EMPLOYMENT AGREEMENTS




    DIV.      EMPLOYEE NAME              TITLE                              CONT DATE         EST EFF DATE                  NOTES:

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    
    KGAN      HALL, MICHELLE             ANCHOR/REP/WEATHER              
    KGAN      HALL, SCOTT                METEOROLOGIST/MANAGER           
    KGAN      JOHNSON-BOYLE, AMY         ANCHOR/REPORTER                 
    KGAN      MACKEY, ROD                SPORTS DIRECTOR                 
    KGAN      RIESGRAF, SANDRA           REPORTER/ANCHOR                 
    KGAN      ROCHE, BRIAN FRANCIS       ANCHOR/REPORTER                 
    KGAN      TOWNE, DAVE                METEOROLOGIST                   
    KGAN      VACHALEK, ROGER            CHIEF METEOROLOGIST             
    KGAN      WAGNER, WADE               REPORTER/ANCHOR                 
    WGGB      BEVACQUA, TOM              NEWSPERSON                      
    WGGB      CARROLL, BETH              NEWSPERSON                      
    WGGB      COEN, SCOTT                NEWSPERSON                      
    WGGB      MADSEN, DAVE               NEWSPERSON                      
    WGME      BLOCK, KIMBERLY            SENIOR ANCHOR                   
    WGME      COUSINS, PAUL              WEATHER ANCHOR/REPORTER         
    WGME      EID, DAVID                 SPORTS DIRECTOR                 
    WGME      FLETCHER-SIMONS,           ANCHOR/SPEC SERIES REP          
    WGME      LAGERQUIST, GREGG          ANCHOR/REPORTER                 
    WGME      RAFFERTY, DOUGLAS          NEWS ANCHOR/REPORTER            
    WGME      SANTORO, DAVID             NEWS WEATHER ANCHOR/REP.        
    WGME      VENUTI, JOE                WEATHER ANCHOR/REPORTER         
    WGME      WIGGINS, PATRICIA          NEWS ANCHOR                     
    WICD      DONOHUE PAUL               ASST NEW DIR/ANCHOR/REP         
    WICS      FINZEN-BAUMGARTEN          ANCHOR/REPORTER                 
    WICS      GORDON, WILLIAM            WEATHER ANCHOR                  
    WICS      LAMBERT, JERRY             STAFF REPORTER                  
    WOKR      ALHART, DONALD W           ANCHOR/ASSOC NEWS DIR           
    WOKR      CATALANA, MICHAEL          SPORTS DIRECTOR                 
    WOKR      CURRAN,                    ANCHOR/REPORTER                  12/28/95         1/1/96
    WOKR      EMBLIDGE, DOUGLAS N        ANCHOR/REPORTER                 
    WOKR      JOHNSON, GLENN             STAFF METEROLOGIST                4/2/97          7/1/97
    WOKR      PETERSON, WILLIAM          WEATHERCASTER/CHIEF METEOROLOGIST
    WOKR      SAMUELS, CHUCK             NEWS DIRECTOR                   
    WTWC      CHRISTOPHER, KEVIN         ANCHOR                          
    WTWC      RUCKER, MIKE               METEOROLGIST/ANCHOR             
    CORP      SHAFFER, JAMES             CORPORATE EXECUTIVE             
    CORP      SEXTON, MICHAEL            CORPORATE EXECUTIVE             
    CORP      GENSMER, BRUCE             CORPORATE EXECUTIVE             
    CORP      NIELSEN, GARY              CORPORATE EXECUTIVE             


<PAGE>

GUY GANNETT

PURCHASE AGREEMENT - BROADCASTING
MATERIAL CONTRACTS
SECTION 3.10.4 - EMPLOYMENT AGREEMENTS




PERSONAL SERVICE AGREEMENTS                                               CONTRACT DATE EFFECTIVE DATE

                                                                          -----------------------------
full listing including not material - TV only

                                                                                       
    KGAN      HALL, MICHELLE             ANCHOR/REP/WEATHER                  11/1/98      11/1/98     

    KGAN      HALL, SCOTT                METEOROLOGIST/MANAGER               4/1/97        4/1/97     

    KGAN      JOHNSON-BOYLE, AMY         ANCHOR/REPORTER                     1/1/98        1/1/98     

    KGAN      MACKEY, ROD                SPORTS DIRECTOR                     8/21/97      8/21/97     

    KGAN      RIESGRAF, SANDRA           REPORTER/ANCHOR                     6/1/97        6/1/97     

    KGAN      ROCHE, BRIAN FRANCIS       ANCHOR/REPORTER                     8/14/98       9/1/98     

    KGAN      TOWNE, DAVE                METEOROLOGIST                       4/14/97      4/14/97     

    KGAN      VACHALEK, ROGER            CHIEF METEOROLOGIST                 6/1/97        6/1/97     

    KGAN      WAGNER, WADE               REPORTER/ANCHOR                     4/20/98       6/1/98     

    WGGB      BEVACQUA, TOM              NEWSPERSON                            N/A         9/8/96     

    WGGB      CARROLL, BETH              NEWSPERSON                         10/31/95      11/1/98     

    WGGB      COEN, SCOTT                NEWSPERSON                          4/22/98      4/27/98     

    WGGB      HERSHEL, RAY               NEWSPERSON                          5/14/98      5/16/98     

    WGGB      MADSEN, DAVE               NEWSPERSON                            N/A        7/11/96     

    WGME      BARR, BARBARA              REPORTER                            6/1/96       10/3/96     

    WGME      BLOCK, KIMBERLY            SENIOR ANCHOR                       6/18/96       6/1/96     

    WGME      COUSINS, PAUL              WEATHER ANCHOR/REPORTER             4/4/94        4/4/94     

    WGME      EID, DAVID                 SPORTS DIRECTOR                     9/4/97        4/1/97     

    WGME      FLETCHER-SIMONS,           ANCHOR/SPEC SERIES REP              9/4/97        1/1/97     

    WGME      LAGERQUIST, GREGG          ANCHOR/REPORTER                     2/19/98      2/23/98     

    WGME      MACLEAN, MARNIE            NEWS ANCHOR/REPORTER                1/21/96      1/21/96     

    WGME      MILLER, JENNIFER           REPORTER/ANCHOR                     8/25/96      8/26/96     

    WGME      RAFFERTY, DOUGLAS          NEWS ANCHOR/REPORTER                9/3/97        4/1/97     

    WGME      SANTORO, DAVID             NEWS WEATHER ANCHOR/REP.            1/1/98                   

    WGME      VENUTI, JOE                WEATHER ANCHOR/REPORTER             6/1/96        8/1/96     

    WGME      WIGGINS, PATRICIA          NEWS ANCHOR                         2/6/98       2/23/98     

    WICD      ABRAMS, STEPHANIE          ANCHOR/PRODUCER/REP                   N/A        3/25/98     

    WICD      CASE, STACY                NEWS BROADCASTER                      N/A        8/14/95     

    WICD      MUSGRAVE, SCOTT            NEWS BROADCASTER                      N/A         1/1/97     

    WICD      RINDERLE, ERIC             ANCHOR/REPORTER/PRODUN/A                         8/21/98     

    WICD      RITCHEY, JEROME            WEATHER ANCHOR                        N/A         8/4/97     

    WICS      FINZEN-BAUMGARTEN          ANCHOR/REPORTER                                  9/18/95     

    WICS      GORDON, WILLIAM            WEATHER ANCHOR                                    2/1/98     

    WICS      KERR, GREG                 SPORTS DIRECTOR                                  10/30/95    

    WICS      LAMBERT, JERRY             STAFF REPORTER                                   9/11/95     

    WOKR      ALHART, DONALD W           ANCHOR/ASSOC NEWS DIR               8/1/98        8/1/98     

    WOKR      CATALANA, MICHAEL          SPORTS DIRECTOR                     6/29/98       7/1/98     

    WOKR      CURRAN, VIRGINIA           ANCHOR/REPORTER                     6/1/94        6/1/94     

    WOKR      EMBLIDGE, DOUGLAS N        ANCHOR/REPORTER                    10/27/94       1/1/95     

    WOKR      JOHNSON, GLENN             STAFF METEROLOGIST                  6/26/95       7/1/95     

    WOKR      PETERSON, WILLIAM          WEATHERCASTER/CHIEF METEOROLOGIST  12/22/94       1/1/95     

    WOKR      SAMUELS, CHUCK             NEWS DIRECTOR                      12/17/96      10/14/96    

    WTWC      CHRISTOPHER, KEVIN         ANCHOR                              2/3/97       2/17/97     

    WTWC      RUCKER, MIKE               METEOROLGIST/ANCHOR                 1/15/96       1/6/97     


<PAGE>

GUY GANNETT

PURCHASE AGREEMENT - BROADCASTING
MATERIAL CONTRACTS
SECTION 3.10.4 - EMPLOYMENT AGREEMENTS




PERSONAL SERVICE AGREEMENTS                                               MATERIAL      CONF      SUCC             NOTES:

                                                                          ---------------------------------------------------------
full listing including not material - TV only

                                                                                   
    KGAN      HALL, MICHELLE             ANCHOR/REP/WEATHER                  Y           Y          N

    KGAN      HALL, SCOTT                METEOROLOGIST/MANAGER               Y           Y          N

    KGAN      JOHNSON-BOYLE, AMY         ANCHOR/REPORTER                     Y           Y          N

    KGAN      MACKEY, ROD                SPORTS DIRECTOR                     Y           Y          N

    KGAN      RIESGRAF, SANDRA           REPORTER/ANCHOR                     Y           Y          N

    KGAN      ROCHE, BRIAN FRANCIS       ANCHOR/REPORTER                     Y           Y          N

    KGAN      TOWNE, DAVE                METEOROLOGIST                       Y           Y          N

    KGAN      VACHALEK, ROGER            CHIEF METEOROLOGIST                 Y           Y          N

    KGAN      WAGNER, WADE               REPORTER/ANCHOR                     Y           Y          N

    WGGB      BEVACQUA, TOM              NEWSPERSON                          Y           Y          N

    WGGB      CARROLL, BETH              NEWSPERSON                          Y           Y          N

    WGGB      COEN, SCOTT                NEWSPERSON                          Y           Y          N

    WGGB      HERSHEL, RAY               NEWSPERSON                          Y                      N

    WGGB      MADSEN, DAVE               NEWSPERSON                          Y           Y          N

    WGME      BARR, BARBARA              REPORTER                            Y                     14.3

    WGME      BLOCK, KIMBERLY            SENIOR ANCHOR                       Y           Y         14.3

    WGME      COUSINS, PAUL              WEATHER ANCHOR/REPORTER             Y           Y         14.3

    WGME      EID, DAVID                 SPORTS DIRECTOR                     Y           Y         14.3

    WGME      FLETCHER-SIMONS,           ANCHOR/SPEC SERIES REP              Y           Y         14.3

    WGME      LAGERQUIST, GREGG          ANCHOR/REPORTER                     Y           Y         14.3

    WGME      MACLEAN, MARNIE            NEWS ANCHOR/REPORTER                Y                     14.3

    WGME      MILLER, JENNIFER           REPORTER/ANCHOR                     Y                     14.3

    WGME      RAFFERTY, DOUGLAS          NEWS ANCHOR/REPORTER                Y           Y         14.3

    WGME      SANTORO, DAVID             NEWS WEATHER ANCHOR/REP.            Y           Y         14.3

    WGME      VENUTI, JOE                WEATHER ANCHOR/REPORTER             Y           Y         14.3

    WGME      WIGGINS, PATRICIA          NEWS ANCHOR                         Y           Y         14.3

    WICD      ABRAMS, STEPHANIE          ANCHOR/PRODUCER/REP                 Y                      N

    WICD      CASE, STACY                NEWS BROADCASTER                    Y                      N

    WICD      MUSGRAVE, SCOTT            NEWS BROADCASTER                    Y                      N

    WICD      RINDERLE, ERIC             ANCHOR/REPORTER/PRODUN/A            Y                      N

    WICD      RITCHEY, JEROME            WEATHER ANCHOR                      Y                      N

    WICS      FINZEN-BAUMGARTEN          ANCHOR/REPORTER                     Y           Y          N

    WICS      GORDON, WILLIAM            WEATHER ANCHOR                      Y           Y          N

    WICS      KERR, GREG                 SPORTS DIRECTOR                     Y                      N

    WICS      LAMBERT, JERRY             STAFF REPORTER                      Y           Y          N

    WOKR      ALHART, DONALD W           ANCHOR/ASSOC NEWS DIR               Y           Y          13

    WOKR      CATALANA, MICHAEL          SPORTS DIRECTOR                     Y           Y          13

    WOKR      CURRAN, VIRGINIA           ANCHOR/REPORTER                     Y           Y          13        Written Assumption by
                                                                                                               Assignee required

    WOKR      EMBLIDGE, DOUGLAS N        ANCHOR/REPORTER                     Y           Y          13

    WOKR      JOHNSON, GLENN             STAFF METEROLOGIST                  Y           Y          13

    WOKR      PETERSON, WILLIAM          WEATHERCASTER/CHIEF METEOROLOGIST   Y           Y          12

    WOKR      SAMUELS, CHUCK             NEWS DIRECTOR                       Y           Y          13

    WTWC      CHRISTOPHER, KEVIN         ANCHOR                              Y           Y         15.3          Co. remains liable

    WTWC      RUCKER, MIKE               METEOROLGIST/ANCHOR                 Y           Y         15.3

<PAGE>

GUY GANNETT COMMUNICATIONS
PURCHASE AGREEMENT - BROADCASTING
SECTION 3.3.1 CONSENTS REQUIRED




DIVISION          COMPANY NAME                         DOC. #            PURPOSE                           CONTRACT       EFFECTIVE
                                                                                                             DATE            DATE

                                                                                                          
Corp            U.S. Fleet Leasing                    100090.00   Master Lease vehicle leases              7/19/91

Corp            various credit card providers         100900.00   Divisions' credit card agreements

Corp            Panasonic                             170080.00   group pricing discount                   5/11/98

KGAN            Midtown Development Partnership      1483340.00   Waterloo office                          11/1/96

KGAN            Zoreh Asadzadehfard                  1483400.00   Coralville office lease                  1/30/96           2/1/96

KGAN            ADT Company                          1470525.00   Protective signaling system              6/10/87          6/10/87

KGAN            Crawford Johnson & Northcott, Inc.   1470740.00   market research consulting                6/1/98           6/1/98

KGAN            Knight-Ridder                        1471130.00   financial information                                    11/30/95

KGAN            McLeod TMO                           1471170.00   phone service agmt                                        5/24/96

KGAN            Crawford Johnson & Northcott, Inc.   1471740.00   market research consulting                6/1/98           6/1/98

KGAN            Pravden & Company                    1471760.00   promotion license                        2/24/97           1/1/98

KGAN            Associated Press                     1473130.00   AP Newsdesk Software                    12/27/89          1/22/90

KGAN            Associated Press                     1473170.00   News service                             5/20/87          6/15/87

KGAN            Associated Press                     1473180.00   member agreement                         5/20/87          6/15/87

KGAN            Associated Press                     1473181.00   Membership Agreement                                       5/1/93

KGAN            Associated Press                     1473190.00   Audiotex services - Iowa City             4/3/91          3/25/91

KGAN            Associated Press                     1473191.00   Audiotex services - Dubuque               4/3/91          3/25/91

KGAN            Associated Press                     1473192.00   Audiotex services - Waterloo              4/3/91          3/25/91

KGAN            Associated Press                     1473193.00   Audiotex services - Cedar Rapids          4/3/91          3/25/91

KGAN            Columbine Systems, Inc.              1470590.00   License Agreement                        3/22/95           1/1/95

KGAN            IBM Corp.                            1470620.00   Agreement for IBM Licensed Programs      1/15/82          1/25/82


<PAGE>




DIVISION    COMPANY NAME                               DOC. #   PURPOSE                                     CONTRACT     EFFECTIVE
                                                                                                             DATE         DATE

                                                                                                          
KGAN        Marketing Resources Plus               1470640.00   BMP software license and Data Services                      11/1/91
                                                                Agreement

KGAN        Nielsen Media Research                 1471121.00   Special Target Area Reporter                 3/18/94         2/1/94

KGAN        Data Center Mgmt., Inc. (DCM)          1471180.00   Software License & Support                   7/15/96

KGAN        CBS Television Network                 1470510.00   Television Affiliation Agreement                             1/1/95

KGAN        Jacor Broadcasting of Iowa             1480570.00   WMT Tower Lease Agreement                   10/16/81       10/17/81

WGGB        PageNet                                1283010.00   Pagers lease & service                       2/13/97        2/13/97

WGGB        Associated Press                       1271550.00   AP news service                                             10/1/81

WGGB        Associated Press                       1271551.00   AP On-Line                                   5/28/97         5/1/97

WGGB        Fox Broadcasting Company               1271560.00   Program Carriage agmt                         2/5/96         8/1/96

WGGB        Conus Communications                   1271570.00   Sports World Attack Team License             2/23/96        1/25/96

WGGB        Killer Tracks                          1271590.00   library license                              5/18/98        4/14/98

WGGB        Republican Company                     1271620.00   Tomorrow's headlines Tonight                  5/1/98        5/12/98

WGGB        Columbine Systems, Inc.                1271430.00   License, HW support + supplement              3/7/88         1/1/95

WGGB        Data Center Management (DCM)           1271580.00   Software License & Support                                  9/19/96

WGGB        The Weather Underground                1271720.00   weather info SWL & service                  10/22/97       11/15/97

WGGB        ABC Television Network                 1270010.00   Network Affiliation Agreement                 1/6/95         1/1/95

WGGB        ABC American Broadcasting Companies    1270011.00   ABC NewsOne Service Agreement                 4/2/92         1/1/93

WGGB        Home Shopping Network                  1271760.00   affiliation agreement                        8/27/91         9/9/91

WGME        Fleet Bank                             1181530.00   35 Ash St. Lewiston Lease                     1/1/94         1/1/94

WGME        Maine Public Broadcasting              1181550.00   Tower space Litchfield, ME                  10/23/95       10/23/95

WGME        Fleet Bank of Maine                    1181800.00   Sanford office lease                         6/20/95        6/21/95

WGME        Excelltron Tower, Inc.                 1181810.00   Sanford Tower lease                                          7/1/95

WGME        Maine Bureau of Forestry               1181860.00   Moicrowave Site lease                         1/7/88         1/1/88

WGME        WSI Corp.                              1181590.00   Weather Graphics equip lease/service         3/14/88         4/1/88


<PAGE>




DIVISION           COMPANY NAME                         DOC. #    PURPOSE                                    CONTRACT     EFFECTIVE
                                                                                                                DATE        DATE

                                                                                                           
WGME               Danka Industries, Inc.dba KEMCO   1181730.00   Equipment maint & supply                      2/26/97     2/26/97

WGME               Tapscan, Inc.                     1170780.00   Ratings Analysis License                      3/18/96      4/1/96

WGME               Nielsen Media Research, Inc.      1171560.00   Station Index Service                         8/23/82     1/19/97

WGME               Associated Press                  1171610.00   AP news service                               8/26/93      5/1/93

WGME               Firstcom Music                    1171620.00   Library license                              12/27/96      1/1/97

WGME               Columbine Systems, Inc.           1170670.00   License Agreement-Data Processing System                   1/1/95
                                                                  Service Contract
WGME               Columbine Systems, Inc.           1170670.01   Addendum to data processing license                        1/1/95

WGME               CBS Television Network            1170010.00   Affiliate Agreement                           1/31/94      1/1/95

WGME               Hilite, Inc.                      1181770.00   VBI lease                                     4/25/95

WICD               Minolta Leasing Service           1580070.00   copier lease & service                                    3/25/97

WICD               Associated Press                  1570140.00   AP membership                                             8/16/95

WICD               Associated Press                  1570140.01   Supplemental Agreement                        3/26/92     8/16/95

WICD               Consolidated Communications       1570150.00   Long Distance phone carrier                               4/29/96

WICD               Weather Central Inc.              1570170.00   Software-Hardware maint.                                  12/1/95

WICD               Data Center Mgmt, Inc. (DCM)      1574000.00   Software License                             12/20/96      2/1/97

WICD               NBC TV Network                    1500010.00   Affiliation Agreement                         1/16/96      7/1/95

WICD               NBC TV Network                    1500010.01   Incentive payments                                        1/16/96

WICS               AT&T Capital Leasing              1380010.00   Inacom Equip Lease                            3/15/96     3/15/96

WICS               G.E. Capital                      1380020.00   copier lease                                              1/16/98

WICS               IOS Capital (IKON)                1380030.00   Canon copier lease                                       11/26/97

WICS               Vyvx                              1380050.00   equipment lease                               6/11/98     6/11/98

WICS               The Mediacenter                   1370280.00   Mediacenter On-line subscription                           1/1/98

WICS               Incentive Management Inc          1370290.00   Caribbean Escape Incentive Program                       11/25/97

WICS               IBM                               1370300.00   AS 400 support                                            3/26/98


<PAGE>




DIVISION        COMPANY NAME                           DOC. #   PURPOSE                                       CONTRACT    EFFECTIVE
                                                                                                                DATE         DATE

                                                                                                           
WICS       IBM                                     1370310.00   6400 support                                                 4/2/98

WICS       George Alarm Co., Inc.                  1371560.00   burglar electrical protection apparatus       11/18/87     11/18/87

WICS       SESAC, Inc.                             1371630.00   Broadcasting Performance License For TV        3/14/88      12/1/87
                                                                Stations
WICS       The Electronic Media Machine            1371650.00   voice over agreement                           7/20/98       8/3/98

WICS       A. C. Nielsen Company                   1373342.00   Special Target Area Reporter (S.T.A.R)         10/1/96

WICS       A.C. Nielsen Company                    1373344.00   Station Index includes WICD                     9/8/93       2/1/94

WICS       Cellular One                            1373800.00   cellular phone service J.V.C.                  7/13/90      7/31/90

WICS       Cellular One                            1373801.00   cellular phone service-various

WICS       Associated Press                        1373830.00   Agreements for news wire                       7/22/85      12/1/87

WICS       Associated Press                        1373831.00   On-Line Service                                             5/15/98

WICS       FirstCom Music                          1373870.00   Music Library License WICS/CD                 11/13/97     11/15/97

WICS       Columbine Systems, Inc.                 1373360.00   D P Systems                                     2/1/94       2/1/94

WICS       Columbine Systems, Inc.                 1373361.00   Addendum for Closed Loop                        6/1/94       6/1/94

WICS       Columbine Systems, Inc.                 1373362.00   Adden. purchase of Broadcast Mgmt Plus                      10/1/95

WICS       Columbine Systems, Inc.                 1373363.00   software license                                            11/1/91

WICS       Data Center Mgmt, Inc. (DCM)            1374000.00   Software License & Support                    11/14/96       2/1/97

WICS       Griffin Radio Research                  1374030.00   The Griffin reports license                                 11/1/97

WICS       Enterprise Systems Group, Inc.          1374040.00   Software license-Traffic                       4/23/98      4/27/98

WICS       NBC TV Network                          1370010.00   Affiliation Agreement                           1/1/81       7/1/95

WICS       NBC News Channel                        1370060.00   News Channel Participation Agreement            1/1/91       1/1/91

WICS       NBC, Inc.                               1370070.00   News Excerpt License Agreement                               1/1/91

WOKR       Collier ABR, Inc.                       1681100.00   Roof lease                                    11/14/94       1/1/95

WOKR       GMAC d/b/a/ The Valley Cadillac Corp    1680600.00   97 Cadillac Lease (Alhart)                                   1/1/97

WOKR       GMAC d/b/a Vincent Buick, Inc.          1681010.00   Buick Park Ave lease - 97                       8/1/94      1/14/97


<PAGE>




DIVISION    COMPANY NAME                          DOC. #   PURPOSE                                       CONTRACT         EFFECTIVE
                                                                                                             DATE              DATE

                                                                                                         
WOKR        Volvo Car Finance (Best Motors)   1681020.00   96 volvo lease - Neilsen                                         4/18/96

WOKR        Toshiba/Rochester Copier          1681050.00   office equip lease                                               2/19/98

WOKR        SportsTicker                      1670110.00   sports info service                             5/15/98          5/15/98

WOKR        Associated Press                  1670120.00   NewsPower & GraphicsBank services               7/27/94           7/1/94

WOKR        FirstCom/Music House              1670290.00   music library license                                           11/30/97

WOKR        Rochester Copier                  1670690.00   main office office fax maint                   12/23/97          1/15/98

WOKR        Rochester Copier Inc.             1670693.00   GM fax maint                                    1/28/98           2/1/98

WOKR        Dun & Bradstreet                  1670760.00   business information services                    5/6/98          6/30/98

WOKR        Associated Press                  1670830.00   Radio simulcast services                                         9/15/97

WOKR        Weatherline Inc.                  1670970.00   Weather Service                                                  5/11/95

WOKR        Frontier Communications           1671000.00   long Distance/T-1/cellular                       8/6/97         10/31/97

WOKR        WSI Corp.                         1670130.00   Weather Services SWL & subscription                               4/1/94

WOKR        Peter Storer & Assoc., Inc.       1670250.00   S.W.L. Program & Accounting Manager Software     6/9/94           7/1/97

WOKR        Data Center Management Inc        1670750.00   Software License & Support                                        1/1/98

WOKR        Columbine JDS Systems, Inc.       1670800.00   License - DP system                             11/13/97        11/13/97

WOKR        ABC Inc. Capital Cities           1670010.00   Affiliation Agreement                            1/24/91          1/2/95

WOKR        ABC, Inc. Capital Cities          1670020.00   NewOne Service                                    7/8/88         9/14/88

WOKR        ABC Television Network            1670030.00   Satelite earth Station                                           7/31/87

WTWC        Pitney Bowes                      1780100.00   Postage meter rental                                             11/1/96

WTWC        Associated Press                  1700230.00   News Wire & Graphics                                             3/20/97

WTWC        First Com Music                   1700250.00   Music License                                                     2/1/97

WTWC        Danka                             1700340.00   copier supplies & maint                          7/14/97          7/3/97

WTWC        ADT Security systems Inc.         1700360.00   security services                               12/22/97          1/1/98

WTWC        PageNet                           1700450.00   pager lease & services                           1/22/97         1/22/97
   


<PAGE>




DIVISION        COMPANY NAME                                     DOC. #   PURPOSE                          CONTRACT       EFFECTIVE
                                                                                                             DATE            DATE

                                                                                                             
WTWC            Sprint Centel-Florida                        1700460.00   LD phone services                 7/25/96         7/25/96

WTWC            Talquin Electric Cooperative                 1700490.00   power services agreement          7/31/96          8/1/96

WTWC            AT&T/North Florida Branch                    1701000.00   Long Distance Discount                            7/10/97

WTWC            Columbine JDS                                1700100.00   License Agreement                 11/3/95         12/1/95

WTWC            Data Center Mgmt (DCM)                       1700200.00   Software License & Support                        1/15/97

WTWC            Baron Services                               1700380.00   software license                  1/21/97         1/21/97

WTWC            NBC TV Network                               1700010.00   Network Affiliation                2/1/97          1/1/97

WTWC            WMLO FM (now WFLY)                           1780200.00   Tower lease                       11/6/89         10/2/90

WTWC            WSNI FM                                      1780210.00   Tower lease                       3/27/91         3/27/91

WTWC            Paxson Communications of Tallahassee, Inc.   1780210.01   Assignment of lease                               9/30/97

WTWC            FL Dept. LE                                  1780220.00   Tower lease                       1/10/94

<PAGE>

GUY GANNETT COMMUNICATIONS
PURCHASE AGREEMENT - BROADCASTING

SECTION 3.3.1. CONSENTS REQUIRED - BARTER PROGRAMMING

WOKR - TV




                                                                                                                  Written

                                                                                          Contract Term           Consent
                                                                                        ------------------        Req'd to

                   Distributor                               Package                    Start         End          Assign

              ----------------------                 -----------------------            -----         ----         ------

                                                                                                      
              Buena Vista Television                 Bill Nye the Science Guy           Sep-97        Sep-00         YES

              Hearst Entertainment, Inc.             Popular Mechanics: For Kids        Sep-97        Sep-99         YES

              New World / Genesis                    Access: Hollywood                  Sep-96        Sep-98         YES

              Paramount                              Hard Copy 98                       Sep-98        Sep-99         YES

                                                     Maury Povich                       Sep-98        Sep-98         YES

                                                     Wild Things                        Sep-97        Sep-98         YES

              Worldvision Enterprises                Pictionary                         Sep-97        Sep-98         YES

              New York State Lottery                 Lottery Drawings                   May-98        Apr-01         YES

              Dr. Bob Lanier                         60 Second Housecall- News Insert                 Open              

              WRMM DJs                               Family Weekend - News Insert                     Open           NL 

              Triple Seven Concepts Inc., a          Assorted 1/2 hour programs         Jun-98        Jun-99         YES
              subsidiary of Grey Advertising                                                                      



              NL - No specific assignment language in agreement.

<PAGE>

                                   THE ACKERLEY GROUP
                                   PURCHASE AGREEMENT

                                  DISCLOSURE SCHEDULE

                                     SCHEDULE 3.9.1




-----------------------------------------------  -----------------------------------------------------   ----------------------
                 TYPE                                   INSURER                      LIABILITY LIMIT       POLICY PERIOD

-----------------------------------------------  -----------------------------------------------------   ----------------------
                                                                                                       
Package                                          Commercial Union                           19,491,552      05/01/98 - 05/01/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Comm'l. Gen'l. Liability                         Commercial Union                            2,000,000      05/01/98 - 05/01/99   
                                                  [incl. w/Package Policy]                                                        
-----------------------------------------------  -----------------------------------------------------      ----------------------
Communication Eqpt                               Commercial Union                           58,615,300      05/01/98 - 05/01/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Broadcasting Loss of Income                      Commercial Union                           13,487,696      05/01/98 - 05/01/99   
                                                   [incl. w/Comm. Eqpt. Policy]                                                   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Automobile                                       Commercial Union                            1,000,000      05/01/98 - 05/01/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Energy Systems                                   Federal Insurance Co.                      25,000,000      05/01/98 - 05/01/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Libel/Slander                                    Employers Reinsurance                      15,000,000      10/09/97 - 10/09/98   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Umbrella                                         Federal Insurance Co.                      25,000,000      05/01/98 - 05/01/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Non-Owned Aircraft                               National Union Fire                        20,000,000      10/24/97 - 10/24/98   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Crime Bond                                       Federal Insurance Co.                       1,000,000      05/01/98 - 05/01/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Fiduciary Responsibility                         Federal Insurance Co.                      25,000,000      11/10/97 - 11/10/98   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Directors & Officers                             Federal Insurance Co.                       5,000,000      02/06/98 - 02/06/99   
Includes:                                                                                                                         
   Outside Directors                                                                         5,000,000      02/06/98 - 02/06/99   
   Employment Practices                                                                      5,000,000      02/06/98 - 02/06/99   
        Liability                                                                                                           

-----------------------------------------------  -----------------------------------------------------      ----------------------
Workers Compensation                                                                           100,000      12/31/97 - 12/31/98   
     Maine                                       MEMIC                                                                            
     Illinois  Iowa                              Commercial Union                                                                 
     Florida                                     Commercial Union                                                                 
     Massachusetts                               Commercial Union                                                                 
     New York                                    Commercial Union                                                                 
-----------------------------------------------  -----------------------------------------------------      ----------------------
Travel/Accident                                  Reliance Standard Life                         10,000      10/01/97 - 10/01/98   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Foreign Policy                                   CIGNA Ins. Co.                              1,000,000      05/20/98 - 05/20/99   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Special (K&R)                                    Aetna Life & Casualty                       3,000,000      09/12/95 - 09/12/98   
-----------------------------------------------  -----------------------------------------------------      ----------------------
Maine Turnpike Bond                              Travelers Casualty & Surety                     5,000      09/16/97 - 09/16/98   
-----------------------------------------------  -----------------------------------------------------      ----------------------
                                                            

<PAGE>

GUY GANNETT COMMUNICATIONS




 EXAMPLES OF "PREPAID" PROGRAMMING COSTS AT DEC. 1998 FOR PROGRAMS FOR WHICH DOWNPAYMENTS WERE MADE

WGME
      "FRIENDS"

                                      
      Start Date   Sept. 98

      License Fee  169 wks. @ $6,950/wk.    $1,174,550

                                              (587,275) 50 % downpayment - Sept. 1996

                                           ------------
                                               587,275  balance  payable over 39 months  beginning Sept.98 (587,275 /39 =15,058)

                                                                                                                Total



                                               Thru                                                             Thru
                                               Dec-97    Jan-Aug 98     Sep-98  Oct-98   Nov-98   Dec-98        Dec-98

                                                                                                              ---------

                                                                                             
                Actual payments                587,275          0      15,058   15,058   15,058   15,058       647,508

               Payments without downpayment          0          0      30,117   30,117   30,117   30,117       120,467
                     (1,174,550 / 39 = 30,117)                                                                 --------


                                                                               "Prepayment"  @ 12/31/98        527,042

                                                                                                               ========


Note - the prepayment is reduced by $ 15,058 per month beginning Sept. 1998.




      "FRASIER"

      Start Date   Sept. 97

                                               
      License Fee  169 wks. @ $5,750/wk.         $ 971,750
                                                   (97,175) 10% downpayment - Jan. 1997

                                               ------------
 874,575 balance payable over 39 months beginning Sept.97 (874,575 / 39 = 22,425)

                                                                                                                              Total



                                                           Thru                                                               Thru
                                                          Jan-97   Jan-Aug 97  Sep-97   Oct-97   Nov-97   Dec-97 Jan-Dec 98   Dec-98
                                                                                                                            --------
                                                                                                       
                  Actual payments                        97,175           0   22,425   22,425   22,425   22,425   269,100   455,975

                  Payments without downpayment                0           0   24,917   24,917   24,917   24,917   299,004   398,671
                                                                                                                            -------
                       (874,575 / 39 = 24,917)

                                                                                          "Prepayment"  @ 12/31/98           57,304

                                                                                                                            =======


Note - the prepayment is reduced by $ 2,492 per month beginning Sept. 1997.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        Section 1.1(d) - (Real Property)

            See attached Section 1.1 (d) of the Disclosure Schedule.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                  SECTION 1.1(R) (NON-COMPETITION AGREEMENTS)

James B. Shaffer
Michael L. Bock

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

      SECTION 3.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

      --------------------------------------------------------------------

   3.3(a):    None.

   3.3(b):    None.

   3.3(c):    None.

   3.3(d):

   1.         See Section 3.3.1 of the Disclosure Schedule for list of contracts
              that require consent to the transactions.

   2.         The Company's  Revolving Loan Agreement with BankBoston and others
              and Note  Purchase  Agreement  with its  noteholders  prohibit the
              transfer of the Assets without the lenders'  consent.  The Company
              expects to repay these obligations at or prior to Closing.

   3.         See Section 3.14 of the  Disclosure  Schedule  concerning  certain
              retention  and  severance   agreements   with  various   employees
              requiring certain payments to be accelerated at Closing.

   4.         See Section 3.14 of the  Disclosure  Schedule  concerning  certain
              agreements with various retired  employees that may be accelerated
              upon Closing.

   5.         The annual  management  bonuses for WOKR-TV will be accelerated at
              Closing.  If the Closing is before the end of 1998, the portion of
              the

<PAGE>

      SECTION 3.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

      --------------------------------------------------------------------

              payment  relating to the period from the Closing Date through year
              end will be accounted for as a prepaid expense.

   6.         Pursuant  to  the  terms  of  the  Company's  Directors'  Deferred
              Compensation  Plan,  deferred  directors fees are payable upon the
              sale of substantially  all of the assets of the Company,  and will
              be due upon Closing.

   7.         Most,  if not all, of the  Company's  insurance  policies  are not
              assignable.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

              SECTION 3.5 (FINANCIAL STATEMENTS)

              ----------------------------------

3.5(a):       None.

3.5(b) & (c):

1.            The  Unaudited  Financial  Statements do not include all financial
              statements (e.g.,  cash flow),  financial  elements (e.g.,  income
              taxes and net  income)  or  footnotes  required  under  GAAP.  Net
              Financial  Assets will not include any accruals for any  severance
              for  employees   terminated  after  the  Closing.   The  Unaudited
              Financial Statements were prepared on a pro forma basis to reflect
              the Company's  expectations as to how certain  accounting  matters
              related to the sales of the Company  and the Maine Media  Business
              would be handled,  including without limitation:  estimates of how
              post-retirement  liabilities  would be allocated between Newco (as
              defined  in  Section  3.7  of the  Disclosure  Schedule)  and  the
              Company;  none of the  prepaid  pension  cost  included  in "other
              assets" in the  corporate  balance  sheet was  allocated to Newco;
              certain  long-term  incentive  plans and  supplemental  retirement
              benefits  were not  reflected on the balance  sheet  because it is
              anticipated that they will be paid prior to Closing.  Some monthly
              financial   statements  may  not  include  all  accrued   vacation
              benefits.  The  treatment  of  downpayments  on program  rights as
              described in Section 9.1 is not  consistent  with prior periods or
              in accordance with GAAP. The consolidated  statement of operations
              is intended to display EBITDA and EBIT rather than net income. The
              Guy Gannett  Broadcast  Group balance sheet shows no allocation or
              apportionment of the  post-retirement  liability or of the prepaid
              pension (except that the June 30, 1998 balance sheet does show the
              post-retirement  liability).  As described  above,  the  Unaudited
              Financial Statements are not in conformance with GAAP nor are they
              consistent with prior periods.



<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                       SECTION 3.5 (FINANCIAL STATEMENTS)

                       ----------------------------------

2.            The  Unaudited  Financial  Statements do not include any assets or
              liabilities  that may result from a settlement  in the future with
              ASCAP regarding the dispute with the TV Music License Committee on
              new fees and the license agreement.

3.            Downpayments  relating to certain  program  rights  contracts  set
              forth in Section 9.1 of the  Disclosure  Schedule will be recorded
              as prepaid  expenses,  while in the past some of these liabilities
              have been recorded as reductions in the "film contract  liability"
              account.

4.            The Company  has an  arrangement  to pay a former WGME  employee a
              monthly sum, until May 1999, outside the terms of any supplemental
              retirement plan. The Company accounts for this liability on a cash
              basis.

3.5(c):

5.            There are certain  liabilities  related to the sale of the Company
              and its  properties  that  are not  recorded  and  have  not  been
              incurred in the ordinary  course  including but not limited to (a)
              fees for: attorneys, investment bankers, accountants, consultants,
              etc.;  (b) certain  agreements  with key employees for  severance,
              retention  and  closing   benefits,   and  former   employees  for
              supplemental   retirement  and  deferred  compensation   benefits.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

                 ----------------------------------------------

3.6(i):

1.            The  Company has  possession  of various  assets  owned by others,
              including  but not  limited to  personal  items of  employees  and
              officers. The Company also has possession of records, but does not
              have  any  ownership   interest  in,  the   following   groups  or
              organizations:  Guy P. Gannett Foundation, The Portland Newspapers
              Bruce Roberts Fund; Guy Gannett  Employees  Credit Union; the Anne
              M. Gannett Trust and the Gannett Family Forum.

2.            WTWC  entered  into a  conservation  easement  with  Leon  County,
              Florida, dated June 16, 1998.

3.            There is a possible  encroachment  onto  abutting  property of the
              WICD  satellite   dishes  at  the  station  studio  in  Champaign,
              Illinois.

4.            The New York State  Department of  Transportation  ("NYSDOT")  has
              taken,  by eminent  domain,:  (1) a fee simple interest in a 0.136
              acre parcel located at 4225 West Henrietta  Road,  Rochester,  New
              York, along the property fronting West Henrietta Road and crossing
              the driveway accessing that property, and (2) a permanent easement
              for traffic  control  devices on the  driveway  where the driveway
              meets West Henrietta Road. In return,  NYSDOT has paid the Company
              $12,400.

5.            See  Section  3.16 of the  Disclosure  Schedule  for  Intellectual
              Property matters.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

                 ----------------------------------------------



3.6(i) and (iii):

6.            See Section 3.7 of the Disclosure Schedule for detail with respect
              to sharing of certain assets between the broadcast and Maine Media
              Business  divisions  pursuant  to  the  terms  of an  Amended  and
              Restated   Contribution   Agreement  dated  August  14,  1998.  In
              addition,  upon  consummation  of  the  sale  of the  Maine  Media
              Business,  the Company  will lose access to certain  expertise  in
              areas such as marketing and research  provided by personnel of the
              Maine Media Business, and other relationships with these divisions
              will be terminated.

3.6(ii)       The  Company  has a  lease  with  Elden  Moss  for  an  Iowa  City
              translator site lease. Title work reveals that title to the leased
              property is held by Moss Farms, Inc. The Company is in the process
              of  amending  this  lease to obtain a right of first  refusal  and
              plans to correct this error at the same time.

3.6(iv):

7.            The  elevator on the WGME tower  requires  repair due to damage by
              the Winter,  1998 ice storm.  Kline Towers has estimated the costs
              of repairs at approximately  $34,000. This loss is insured and the
              repairs will be conducted shortly.

8.            WGME purchased a software system  including a street level mapping
              system. The vendor went out of business before a proper interface

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                 SECTION 3.6 (TITLE TO ASSETS; RELATED MATTERS)

                 ----------------------------------------------


              between  the  street  level  mapping  system  and the WSI  weather
              reporting  system was  provided.  WGME is  working  with WSI for a
              substitution of software.

3.6(v):       None.

3.6(vi):      None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

3.7(a):

1.            An Amended and Restated  Contribution  Agreement  dated August 14,
              1998 (the "Contribution  Agreement") between the Company and Newco
              provides for transfer to Media Properties of Maine, LLC ("Newco"),
              on or before the date of sale of the Maine Media Business,  of all
              assets and liabilities used or usable primarily in connection with
              the Maine  Media  Business.  The  Company has also agreed to enter
              into a services  contract between the Company and Newco containing
              certain agreements with respect to certain assets presently shared
              by the  broadcast  divisions and Maine Media  Business  divisions,
              including:  a) continuation of certain  relationships  between the
              Maine Media Business and WGME for an interim period;  b) continued
              joint  sales  of   advertising   until   expiration   of  existing
              commitments to customers;  and c) continued  occupancy by Newco of
              the portion of the Sanford, Maine office space currently shared by
              The Portland  Newspapers  and WGME.  The Company  expects to enter
              into this service contract prior to the Closing.  (See Section 5.1
              of the Disclosure  Schedule.) The services  contract also provides
              for the Corporate  Office to obtain  certain  services from Newco.
              Either the service  contract  will be rewritten to eliminate  this
              requirement  therefrom,  or  the  Company  shall  continue  to  be
              entitled   to  these   benefits   (and   liable  for  the  related
              obligations) after the Closing.

2.            The  Contribution  Agreement  also  provides that the Company will
              allocate  the  pension  plan assets in its  defined  benefit  plan
              between  the  Company  and  Newco  as  further  described  in  the
              Contribution  Agreement.  The  assets and  liabilities  of the Guy
              Gannett Retirement Plan that relate to

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

              employees  of the  Maine  Media  Business  shall  be  transferred,
              post-closing,  to a trust that will be  established to hold assets
              of a new plan to be established for the Maine Media Business

              The Contribution Agreement also provides that the Company will use
              reasonable  efforts  to cause  the  following  contracts  in which
              vendors  provide goods or services to both the broadcast and Maine
              Media Business divisions to be amended to reflect the split of the
              operating  divisions into two  companies:  KOZ, inc dated March 4,
              1998, as amended;  U.S.  Fleet  Leasing dated July 19, 1991;  R.E.
              Harington dated 6/28/94, as amended;  KMS Solutions dated 4/25/97;
              and  Time/Warner  Cable  (undated).   The  replacement   contracts
              relating to the  broadcast  division  will be assigned to, and the
              obligations thereunder assumed by, Purchaser.

3.7(b):       None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

3.            The Company has entered into a new  employment  agreement with Don
              Alhart. See Section 3.10.4 for date of agreement.

4.            The Company has agreed to  accelerate  at Closing  WOKR-TV  annual
              management bonuses. If the Closing is before year end, the portion
              of the  payment  relating  to the  period  from the  Closing  Date
              through  the  end of  1998  will  be  accounted  for as a  prepaid
              expense.

5.            The Company has increased  its  Directors  and Officers  insurance
              coverage  (other than the  employment  practices  coverage)  to $5
              million, and has increased its fiduciary insurance coverage to $25
              million prior to Closing.

6.            The Company  has entered  into  settlement  agreements  with Allan
              Eggers and Carl Lehne  concerning  their alleged rights to retiree
              medical  benefits.  Settlement  payments  are  expected to be made
              shortly.

3.7(c):       None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

         SECTION 3.7 (ABSENCE OF CERTAIN CHANGES, EVENTS AND CONDITIONS)

         ---------------------------------------------------------------

3.7(d):

7.            The  elevator on the WGME tower  requires  repair due to damage in
              the Winter,  1998 ice storm.  Kline Towers has estimated the costs
              of repairs at approximately  $34,000. This loss is insured and the
              repairs will be conducted shortly.

3.7(e):       The Company may be below budget for 1998 by as much as  $1,469,000
              for all of the television stations other than WOKR-TV.  Assuming a
              cash flow  reduction  of  $1,469,000,  EBITDA for fiscal year 1998
              would be $12,700,000.

3.7(f):

8.            WGME and TPN have discontinued sponsorship of 3 on 3 basketball.

9.            WGME and the Maine Media Business have discontinued  certain joint
              sales and  promotional  efforts in anticipation of the sale of the
              Maine Media Business .

3.7(g):       None.

3.7(h):       None.

3.7(i):       None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                            SECTION 3.8 (LITIGATION)

                            ------------------------

3.8(i):

1.            The Company has four pending,  and several threatened,  defamation
              and libel  Actions.  All are covered by  insurance.  In  addition,
              there are several insured  automobile  liability cases and various
              workers' compensation claims currently pending.

2.            There is a pending gender  discrimination  case against WGGB. This
              matter is insured.

3.            An  employee   stole   services  from  the  Station  (see  Section
              5.1(a)(ix)  of the  Disclosure  Schedule and was  terminated  as a
              result. NABET has filed a grievance over the termination.

4.            An on-air  reporter has threatened to sue WOKR in connection  with
              her recent  discharge  for reasons  relating to work  performance,
              insubordination and violations of station policy. No suit has been
              filed to date. This matter is insured.

3.8(ii):

5.            WICD has agreed, pursuant to a settlement set forth in an Order of
              the  Champaign  Human Rights  Commission,  to  participate  in the
              Illinois Broadcasters Intern Program.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                            SECTION 3.8 (LITIGATION)

                            ------------------------

3.8:

6.

              WGGB has filed a motion in support of WWLP's  Petition  before the
              FCC  contesting  the  exercise  by  Hartford  Station  WVIT  of an
              exclusivity provision in its syndicated programming agreements and
              requesting that relief be made market-wide.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                            SECTION 3.9 (INSURANCE)

                            -----------------------


See Section 3.9.1 of the  Disclosure  Schedule for a list of insurance  policies
relating to the Business.

3.9(i):        None.

3.9(ii):       None.

3.9(iii):      None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.10 (MATERIAL CONTRACTS)

                        ---------------------------------



         1.         See Section 3.10.1 of the Disclosure Schedule for agreements
                    or contracts providing for payments in excess of $50,000 per
                    year or $250,000 over the five-year period commencing on the
                    date hereof.

                    Please note that detail on various  insurance  policies  and
                    employee  benefit  plans  insurance  coverage  has not  been
                    provided.

         2.         See Section 3.10.2 of the  Disclosure  Schedule for all time
                    brokerage   agreements  and   affiliation   agreements  with
                    television networks.

         3.         See  Section  3.10.3  of the  Disclosure  Schedule  for  any
                    license  or  contract  pursuant  to  which  the  Company  is
                    authorized to broadcast film or taped  programming  supplied
                    by others in excess of $10,000  per year or having a term of
                    more than one year .

         4.         See  Section  3.10.4  of the  Disclosure  Schedule  for  any
                    employment   agreement,   consulting  agreement  or  similar
                    contract  providing  for payments to any Person in excess of
                    $50,000  per  year or  $100,000  in the  aggregate  over the
                    five-year period commencing on the date hereof.

         5.         See  Section  3.14  of  the  Disclosure   Schedule  for  any
                    retention or severance agreement or contract with respect to
                    any Person who is to be employed post-sale.

         6.         See  Section  3.10.6  of the  Disclosure  Schedule  for  all
                    collective bargaining agreements or other union contracts.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.10 (MATERIAL CONTRACTS)

                        ---------------------------------

         7.         See Section  3.10.7 of the  Disclosure  Schedule for (a) any
                    lease of real  property  or (b) any  lease of  equipment  or
                    license with respect to  Intellectual  Property  (other than
                    licenses   granted  in  connection   with  the  purchase  of
                    equipment or other  assets) by the Company to another  party
                    providing  for  payments  to any Person in excess of $25,000
                    per year or  $75,000  in the  aggregate  over the  five-year
                    period commencing on the date hereof.

         8.         See Section 3.10.8 of the Disclosure  Schedule for any lease
                    of  equipment  or real  property or license  with respect to
                    Intellectual   Property  (other  than  licenses  granted  in
                    connection  with the purchase of equipment or other  assets)
                    by the Company to another  party  providing  for payments to
                    the  Company in excess of $20,000 per year or $50,000 in the
                    aggregate over the five-year  period  commencing on the date
                    hereof.

         9.         Any joint  venture,  partnership  or  similar  agreement  or
                    contract. NONE.

         10.        See Section  3.10.10  for any  agreement  or contract  under
                    which the Company has borrowed or loaned any money in excess
                    of  $1,000,000  or  issued  or  received  any  note,   bond,
                    indenture  or other  evidence of  indebtedness  in excess of
                    $1,000,000    or   directly   or    indirectly    guaranteed
                    indebtedness,  liabilities  or  obligations  of others in an
                    amount in excess of $1,000,000.

         11.        Any  covenant  not to  compete  or  contract  or  agreement,
                    understanding,  arrangement  or any  restriction  whatsoever
                    limiting  in any  respect  the  ability  of the  Company  to
                    compete  in any line of  business  or with any Person in any
                    area. NONE.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                       SECTION 3.10 (MATERIAL CONTRACTS)

                       ---------------------------------



         12.        See  Section  3.10.12  of the  Disclosure  Schedule  for any
                    agreement  or  contract  between  the  Company  and with any
                    officer,  director,  stockholder or employee of the Business
                    or  any of  their  family  members  (other  than  employment
                    agreements   covered   above  or   agreements  or  contracts
                    containing terms substantially similar to terms available to
                    employees generally).

         13.        Amended and Restated  Contribution  Agreement by and between
                    the Company and Media  Properties of Maine, LLC dated August
                    14, 1998, relating to the transfer of assets and liabilities
                    primarily related to the Maine Media Business. This contract
                    will not be assigned to Purchaser.

         *Executed copies of certain contracts may not be available.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

SECTION 3.11 (PERMITS)

----------------------


PERMITS:

--------

         (i):       None.

         (ii):      None.

         (iii):     None.

COMPLIANCE WITH LAW:

--------------------

         (i):

         1.         KGAN recently removed a 1,000 gallon  underground diesel oil
                    storage tank at a tower site at a rural  location in Walker,
                    Iowa.  This  previously   unregistered  tank  has  now  been
                    registered  with the Iowa  Department  of Natural  Resources
                    ("IDNR").  Soil  testing  has  indicated  very low levels of
                    hydrocarbons,  which is  determined to be "clean" under IDNR
                    Regulations. A confirmatory ground water monitoring well has
                    been   installed.   The  borings  showed  no  sign  of  soil
                    contamination.

         2.         See  Section  3.13  of the  Disclosure  Schedule  concerning
                    environmental matters.

         (ii):      See Section 3.8 of the  Disclosure  Schedule  concerning the
                    Champaign Human Rights Commission.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                               ------------------




         3.12(i):  

     CALL SIGN                     TYPE                     EXPIRATION DATE

     ---------                     ----                     ---------------
                                                                 DATE

                                                                 ----
WOKR-TV, Rochester, NY                                         06/0l/99

----------------------                                                

     KR-9992                       TV Pickup                   06/0l/99
     KR-7729                       TV Pickup                   06/01/99
     KN-2237                       TV Pickup                   06/01/99
     KP-2134                       TV Pickup                   06/01/99
     WGI-226                     TV Intercity Relay            06/01/99
     WEF-58                          TV STL                    06/01/99
     KGO-958                    R/P Base Mobile System         06/01/99
     KRG-613                    R/P Base Mobile System         06/01/99
    BLP-00293               Low Power Broadcast Auxiliary      06/01/99
     E6537                   Receive Only Earth Station        12/09/03

    E860485                  Receive Only Earth Station        05/16/06
    KNBL-873                      Weather Radar                02/13/01

KGAN-TV, Cedar Rapids, IA                                      02/01/06

-------------------------
    K13MN                     VHF TV Translator                02/01/06
    KAP-35                         TV STL                      02/01/06

   WGR-817                    TV Intercity Relay               02/01/06
   KR-7773                       TV Pickup                     02/01/06
   KR-9931                       TV Pickup                     02/01/06
   KZ-2447                       TV Pickup                     02/01/06
   KZ-2448                       TV Pickup                     02/01/06
   KAP-318                  R/P Base Mobile System             02/01/06
BLQ-780906MG              Low Power Broadcast Auxiliary        02/01/06
   E970014                Transmit/Receive Earth Station       12/06/06

  WNAE-244                      Weather Radar                  01/02/00

WTWC-TV, Tallahassee, FL                                       02/01/05

------------------------
  KB-55264                         TV Pickup                   02/01/05

WGGB-TV, Springfield, MA                                       04/01/99

------------------------
     KPK-385                  R/P Base Mobile System           04/01/99

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                               ------------------



    KPJ-841                  R/P Automatic Relay              04/01/99
    WGV-791                  TV Intercity Relay               04/01/99
    KCK-48                         TV STL                     04/01/99
    KCI-582                R/P Base Mobile System             04/01/99

   KB-98007                      TV Pickup                    04/01/99
   KB-55388*               R/P Base Mobil System              04/01/99

    E860424               Receive Only Earth Station          05/02/06
   WNTX-565           Private Operational Fixed Microwave     01/31/00

WICD(TV), Champaign, IL                                       12/01/05

-----------------------
   KC-26142                    TV Pickup                       12/01/05
   KVM-77**                    TV STL                          12/01/05
   KTX-71                 TV Intercity Relay                   12/01/05
   WMV-569                TV Intercity Relay                   12/01/05

  BLP-01160             Low Power Broadcast Auxiliary          12/01/05
  WPHI-929                    Business Radio                   06/01/00

WICS(TV), Springfield, IL                                      12/01/05

-------------------------
   WKZ-31                     TV Intercity Relay               12/01/05
   KSK-95                          TV STL                      12/01/05

  WME-674                          TV STL                      12/01/05
  KTZ-93                      TV Intercity Relay               12/01/05
  WLF-755                     TV Intercity Relay               12/01/05
  WAQ-265                     TV Intercity Relay               12/01/05

 KB-55668                        TV Pickup                     12/01/05
 BLP-01105              Low Power Broadcast Auxiliary          12/01/05

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

        WMV-573                      TV Intercity Relay               12/01/05
        WMV-570                      TV Intercity Relay               12/01/05

       WNQE-817                        Business Radio                 09/12/99

 WGME-TV, Portland, ME                                                04/01/99

 ---------------------
        WGME-TV                    Auxiliary Transmitter              04/01/99
        WLG-289                      TV Intercity Relay               04/01/99
        WLF-619                      TV Intercity Relay               04/01/99
        WHY-291                      TV Intercity Relay               04/01/99
        WHY-292                      TV Intercity Relay               04/01/99
         WCO-23                      TV Intercity Relay               04/01/99
        WMF-737                      TV Intercity Relay               04/01/99
        KRV-46                             TV STL                     04/01/99
        WLJ-643                      TV Intercity Relay               04/01/99
        WLF-620                      TV Intercity Relay               04/01/99
       KB-55395                          TV Pickup                    04/01/99
       KB-97128                          TV Pickup                    04/01/99
       KA-88998                          TV Pickup                    04/01/99

        KPM-487                        Remote Pickup                  04/01/99
        KPM-468                        Remote Pickup                  04/01/99
        KPF-914                     R/P Automatic Relay               04/01/99
        KPF-913                     R/P Automatic Relay               04/01/99

       WPNB-978                      TV Intercity Relay               04/01/99
        WLG-347                      TV Intercity Relay               04/01/99

       WPJB-245                      TV Intercity Relay               04/01/99
       E950350                Transmit/Receive Earth Station          07/14/05
       WPJB-738             Private Operational Fixed Microwave       01/16/01

*Copy of license not available.
**Construction Permit Only.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                         ANTENNA STRUCTURE REGISTRATIONS




-------------------------- ---------------------- ---------------------------------------- ----------------------
MAIN STATION               LOCATION               TOWER OWNER                              REGISTRATION NO.

-------------------------- ---------------------- ---------------------------------------- ----------------------
                                                                                    
WOKR-TV                    Rochester, NY          Guy Gannett Communications               1011757

-------------------------- ---------------------- ---------------------------------------- ----------------------
KGAN-TV                    Cedar Rapids, IA       Guy Gannett Communications               1012927
                           Iowa City, IA          Guy Gannett Communications               1012925
                           Walker City, IA        Guy Gannett Communications               1012926
-------------------------- ---------------------- ---------------------------------------- ----------------------
WTWC-TV                    Tallahassee, FL        Guy Gannett Communications               1019324
-------------------------- ---------------------- ---------------------------------------- ----------------------
WGGB-TV                    Holyoke, MA            Guy Gannett Communications               1018460
                           Holyoke, MA            Guy Gannett Communications               1018461
-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------
WHYN-FM1                   Holyoke, MA            Guy Gannett Communications               1018462
-------------------------- ---------------------- ---------------------------------------- ----------------------
WICD(TV)2                  Champaign, IL          Guy Gannett Communications               1036562
                           Maroa, IL              Guy Gannett Communications               1016052
-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------
WICS (TV)3                 Springfield, IL        Guy Gannett Communications               1008823
-------------------------- ---------------------- ---------------------------------------- ----------------------
WGME-TV4                   Portland, ME           Guy Gannett Communications               1024383
                           Raymond, ME            Guy Gannett Communications               1014068
                           Portland, ME           Guy Gannett Communications               1024384
-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------

-------------------------- ---------------------- ---------------------------------------- ----------------------


--------
1 This  station is not owned by the  Company  but  leases  one of the  Company's
antenna structures.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                               SECTION 3.12 (FCC)

                               ------------------




         3.12(ii):         None.

         3.12(iii):        None.

         3.12(iv):         None.

         3.12(v):          None.

         3.12(vi):         None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                      SECTION 3.13 (ENVIRONMENTAL MATTERS)

                      ------------------------------------

WGME-TV  1.   1335  Washington  Avenue,   Portland,   Maine.  Various  potential
-------       environmental   matters  as  described  in  the  entire  "Phase  I

              Environmental Site Assessment - WGME-TV Studios -- 1335 Washington
              Avenue" (Dames & Moore, 5/28/98).

         2.   Transmitter  Site,   Brownhill  Road,  Raymond,   Maine.   Various
              potential  environmental matters as described in the entire "Phase
              I  Environmental  Site  Assessment - WGME-TV  Transmitter  Site --
              Brownhill Road (Dames & Moore, 5/28/98).

WGME-TV  3.   Blackstrap Road, Falmouth,  Maine. Various potential environmental
-------       matters as  described  in the entire  Phase I  Environmental  Site

              Assessment-WGME-TV  Transmitter Building and Towers-325 Blackstrap
              Road, Falmouth, Maine (Dames & Moore, 5/28/98-ESA No. 6).

         4.   Mount Agamenticus,  Town of York, Maine (easement parcel and tower
              space).  Various potential  environmental  matters as described in
              the entire Phase I Environmental Site Assessment-WGME-TV Microwave
              Receiver/Transmitter-115  Mountain  Road,  York,  Maine  (Dames  &
              Moore, 5/28/98-ESA No. 7).

         5.   North   Belfast   Road,   Augusta,    Maine.   Various   potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site  Assessment-WGME-TV-Pilot  Communications-North
              Belfast Road, Augusta, Maine (Dames & Moore, 5/28/98-ESA No. 9).

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

WGGB-TV

-------

         6.   1300  Liberty  Street,   Springfield,   Mass.   Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-WGGB-TV  Studio- 1302 & 1306 Liberty
              Street, Springfield, Mass. (Dames & Moore, 5/28/98-ESA No. 10).

         7.   Mt. Tom, Holyoke, Mass. Various potential environmental matters as
              described   in   the   entire   Phase   I    Environmental    Site
              Assessment-WGGB-TV Transmitter-29 Mount Tom, Holyoke, Mass. (Dames
              & Moore , 5/28/98-ESA No. 11).

KGAN-TV 

-------


         8.   Studio-600 Old Marion Road,  Cedar Rapids,  IA. Various  potential
              environmental   matters  as  described  in  the  entire  "Phase  I
              Environmental Site Assessment - KGAN-TV Transmission Tower" (Dames

              & Moore, 5/28/98).

         9.   Transmission   Tower,  5012  31st  Avenue,   Walker,  IA.  Various
              potential  environmental matters as described in the entire "Phase
              I Environmental  Site Assessment - KGAN-TV  Transmission  Tower --
              5012 31st Avenue, Walker, IA" (Dames & Moore, 5/28/98).

         10.  1837   Dubuque   Road,   Iowa  City,   Iowa.   Various   potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental  Site  Assessment-KGAN-TV  Iowa City Repeater Tower-
              1837 Dubuque Road, Iowa City, Iowa (Dames & Moore, 5/28/98-ESA No.

              14). 

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

         11.  1704  North  4th.  Street,  Washington,  Iowa.  Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-KGAN-TV  Television Translator Site,
              1704  North  4th.  Street,   Washington,   Iowa  (Dames  &  Moore,
              5/28/98-ESA No. 15).

WICS-TV

-------
          12. 2680  E.  Cook  Street,   Springfield,   Ill.  Various   potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-WICS-TV Studio- 2680 E. Cook Street,
              Springfield, Illinois (Dames & Moore, 5/28/98-ESA No. 16).

          13. Route 1, Village of Dawson,  Springfield,  Ill. Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site Assessment-WICS-TV  Transmitter Building -Route
              1, Village of Dawson, Springfield, Ill. (Dames & Moore,

              5/28/98-ESA No. 17).

WICD-TV

-------


          14. 250 South County Fair Drive,  Champaign,  Ill.  Various  potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental  Site  Assessment-WICD-TV  Station-250  South County
              Fair Drive, Champaign, Ill. (Dames & Moore, 5/28/98-ESA No. 18).

          15. Route  130  East,  Homer,  Ill.  Various  potential  environmental
              matters as  described  in the entire  Phase I  Environmental  Site
              Assessment-WICD-TV  Transmitter  Building -Route 130 East,  Homer,
              Ill. (Dames & Moore, 5/28/98-ESA No. 19).

          16. Route 51, Maroa, Ill. Various potential  environmental  matters as
              described in the entire Phase I  Environmental  Property  Audit by
              Hanson Engineers, dated March/1993.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

WOKR-TV

-------


          17. 4225 West Henrietta Road,  Rochester,  New York. Various potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental Site  Assessment-WOKR-TV  Studio-4225 West Henrietta
              Road, Rochester, New York (Dames & Moore, 5/28/98-ESA No. 20).

          18. Pinnacle  Hill-State  Route  31),  Brighton,   New  York.  Various
              potential environmental matters as described in the entire Phase I
              Environmental Site Assessment- WOKR-TV Transmitter Site-Pinnacle

              Hill ( Dames & Moore, 5/28/98-ESA No. 21.

WTWC-TV

-------


          19. 8440 West Deerlake Road, Tallahassee,  Florida.  Various potential
              environmental   matters  as   described  in  the  entire  Phase  I
              Environmental  Site  Assessment-WTWC-TV  Channel 40-TV station and
              Tower,  8440 West Deerlake  Road,  Tallahassee,  Florida  (Dames &
              Moore, 2/16/96)

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.14 (EMPLOYEE BENEFITS)

                        --------------------------------

          1.  The Company has entered into certain agreements with key employees
              for severance,  retention and other closing benefits which include
              new  benefits,   as  well  as  acceleration  of  certain  existing
              benefits.  Pursuant to these  agreements,  employees  will be paid
              agreed amounts in lieu of existing  obligations  under  short-term
              incentive  plans,  individual  TV  managers'  long-term  incentive
              plans,  and the  Company's  1997-2000  Long-Term  Incentive  Plan,
              thereby  fixing  and  accelerating   existing   obligations.   The
              agreements also require payment of certain base retention  bonuses
              and severance payments for selected employees.  See Section 3.14.1
              of the  Disclosure  Schedule  for a list  of  division  agreements
              (other than division  heads) and Section  3.14.2 of the Disclosure
              Schedule for a list of division head agreements.

          2.  Certain   agreements  with  various   retired   employees  may  be
              accelerated  upon  Closing:  John  DiMatteo,  John Hooper,  Robert

              Morehead and Gilbert Lefkovich.

          3.  The Company has entered into several  severance  agreements in the
              normal  course  of  business  which  include  periodic   severance
              payments and payment of medical and dental COBRA premiums.

          4.  The Company has an arrangement to pay a former  employee a monthly
              sum,  until  May  1999,  outside  the  terms  of any  supplemental
              retirement plan.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        SECTION 3.14 (EMPLOYEE BENEFITS)

                        --------------------------------


          5.  The  Company is in the process of amending  certain  summary  plan
              descriptions  for its qualified  plans and welfare  benefit plans.
              Amendments  to qualified  plans need to be written and filed prior
              to  12/31/99  to comply  with Tax Reform Act of 1997 and the Small
              Business Job Protection Act of 1996.

          6.  The Guy Gannett  Voluntary  Investment  Plan (401(k)) has recently
              had several small  operational  matters which have been  corrected
              and   documented   according   to  the   provisions   of  the  IRS
              self-correction program referred to as "APRSC."

          7.  The Guy Gannett Voluntary Investment Plan is currently involved in
              a random 5500 audit by the IRS for the 1995 plan year. The results
              of that audit cannot be predicted at this time.

          8.  The Company has agreed,  under the terms of a severance  agreement
              with  one  former  employee,  to pay to him  75% of an  individual
              medical insurance premium until March 2003.

          9.  KGAN  entered  into  a  severance   agreement  with  an  employee.
              Subsequently,  there have been several  letters of  correspondence
              with  the  former  employee's  attorney  over a number  of  issues
              including a  modification  that had to be made to the agreement in
              order to  comply  with  medical  plan and COBRA  eligibility.  The
              matter has not risen to the level of threatened litigation.

          10. See Section  3.14.5 for list of employee  benefit  plans,  Section
              3.10.4 for list of  material  employment,  consulting  and similar
              agreements,  Section 3.10.6 for collective  bargaining  agreements
              and Section  3.14.1,  3.14.2 and 3.3 for agreements  providing for
              payments upon a change of control.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                         SECTION 3.15 (LABOR RELATIONS)

                         ------------------------------


         See  Section  3.10.6  for  list  of  labor  organizations  representing
         employees.

         3.15(i):          None.

         3.15(ii):         None.

         3.15(iii):        None.

         3.15(iv):         None.

         3.15(v)           None.

         3.15(vi)          None. 

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                      SECTION 3.16 (INTELLECTUAL PROPERTY)

                      ------------------------------------


         See Section 3.16.1 for a list of call letters for the Stations.

         3.16(i):    None.

         3.16(ii):

         1.          The tradename for  "Newssource 13" used by WOKR has not yet
                     been  transferred of record in the U.S.  Patent & Trademark
                     Office.

         2.          The Company is  investigating  whether KGAN's  "Weathereye"
                     website  has  all  necessary  copyrights  for  some  of the
                     material published on its site.

         3.16(iii):  None.

         3.16(iv):   None.

<PAGE>

Guy Gannett Communications
Purchase Agreement - Broadcasting
Section 3.16.1 - Call Letters

          WGME-TV           PORTLAND, MAINE

          WGGB-TV           SPRINGFIELD, MASSACHUSETTS

          KGAN-TV           CEDAR RAPIDS, IOWA

          WICS-TV           SPRINGFIELD, ILLINOIS

          WICD-TV           CHAMPAIGN, ILLINOIS

          WOKR-TV           ROCHESTER, NEW YORK

          WTWC-TV           TALLAHASSEE, FLORIDA

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                              SECTION 3.17 (TAXES)

                              --------------------

         None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                           SECTION 3.18 (COMMISSIONS)

                           --------------------------

         Certain  of the  Company  executives  have  agreements  for  contingent
compensation tied to the sales price for the Company.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                      SECTION 3.19 (AFFILIATE TRANSACTIONS)

                      -------------------------------------

                     See Section 3.7 of the Disclosure  Schedule  concerning the
                     Contribution   Agreement  with  respect  to  the  Company's
                     transfer of the Maine Media Business to Newco.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

          4.3 (ABSENCE OF CONFLICTING AGREEMENTS OR REQUIRED CONSENTS)

          ------------------------------------------------------------

          None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                        4.7 (PURCHASER'S QUALIFICATIONS)

                        --------------------------------

The  following  television  stations  overlap with  Sinclair  stations and would
require  waivers  of FCC  ownership  rules  before  they  could be  acquired  by
Sinclair:

1.   WOKR-TV Rochester, NY, has Grade A overlap with WUHF(TV), Rochester, NY

2.   WICS-TV  Springfield,  IL, has Grade A overlap with WYZZ(TV),  Bloomington,
     IL, and Grade B overlap with KDNL(TV), St. Louis, MO.

3. WICD-TV Champaign, IL, has Grade B overlap with WYZZ(TV), Bloomington, IL.

4.   KGAN-TV Cedar Rapids,  IA, has Grade B overlap with  KDSM(TV),  Des Moines,
     IA.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

         5.1(a)(i):    None.

         5.1(a)(ii):

         1.            The Company has the right, under a contract with KOZ inc,
                       to provide on-line community  publishing  services in all
                       of its TV  markets.  The  Company (as part of Maine Media
                       Business) presently provides this service only in Maine.

         2.            Some  combined  activities  between and among the Company
                       and  Newco may be  suspended  at or after the date of the
                       sale of the Maine Media Business.

         3.            KGAN plans to enter into a lease for a remote studio at a
                       mall.

         4.            The Company  will  modify the Guy Gannett  Group Life and
                       Health Plan (#501) to vest those  Business  Employees and
                       Corporate Office Employees (1) who are currently  retired
                       and covered by the plan ("Current  Retirees") and (2) who
                       are  currently  employed and who meet the age and service
                       requirements  for  post-retirement  coverage  as  of  the
                       Closing  Date  ("Qualified  Employees",  with the Current
                       Retirees and Qualified Employees  sometimes  collectively
                       referred to as  "Retirees") in  post-retirement  benefits
                       substantially  equivalent to those offered by the plan as
                       of the Closing  Date.  The  Coorporate  Office  Employees
                       eligible   or   deemed   to   be   eligible   for   these
                       post-retirement benefits are listed on Schedule 5.1.1 and
                       the Business Employees eligible for these post-retirement
                       benefits are listed on Schedule 5.1.2.



<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

                  The percentage of premium paid by Current Retirees will remain
                  the same as the  percentage  that  they pay as of the  Closing
                  Date. Current Retirees and Qualified  Employees shall pay 100%
                  of the premium for  post-retirement  medical  coverage and the
                  Company shall pay 100% of the life insurance  premium for such
                  Current Retirees and Qualified Employees.

                  Subject to the  provisions  of the existing  plans  concerning
                  premium sharing,  the cost of such insurance coverages will be
                  deemed to be the same as the cost for active  employees for so
                  long as the same benefit  options are available to both active
                  employees and Retirees.  At any time that active employees and
                  Retirees are not covered by the same health plan options,  the
                  cost to Retirees will be deemed to be the  community  rate for
                  the same or similar  coverage as  determined  by the insurance
                  provider  covering the largest number of lives in the State of
                  Maine.  The Group Companion Plan coverage will at all times be
                  based upon the current coverage option and at rates determined
                  from time to time by Blue  Cross  Blue  Shield of Maine or its
                  successor  and  approved by the State of Maine,  although  the
                  actual insurance carrier may change.

                  See  Section  3.7  of  the  Disclosure   Schedule   concerning
                  allocation  of pension  plan assets in the  Company's  defined
                  benefit plan  between the Company and Newco,  and the transfer
                  of certain plan assets  related to the Maine Media Business to
                  Newco's plan.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

         5.            Under a contract  with  Cigna  (G-R200),  Cigna  provides
                       guaranteed  payments  to  retirees  under the Guy Gannett
                       Retirement  Plan with respect to benefits  accrued  until
                       January,  1970.  The  Company  plans to cause  the  Cigna
                       contract to be  modified  to provide for the  transfer to
                       the New  Pension  Plan  that  portion  of the  guaranteed
                       payments  that  relate to  current  and  former  Business
                       Employees.

         6.            WGME may move either Frazier or Entertainment  Tonight to
                       an after-midnight time slot before Tom Snyder.

         5.1(a)(iii):  None.

         5.            The Company  plans to enter into a lease  amendment  with
                       respect to the property located at the Northport Business
                       Park to address sub-letting of tower space.

         6.            The Company plans to donate certain items relating to the
                       Gannett family to non-profit organizations.

         7.            See  Section  3.7  of  the  Disclosure   Schedule  for  a
                       description  of  the  contribution  of  the  Maine  Media
                       Business to Newco, and the related  agreement  concerning
                       certain shared assets, which the Company expects to enter
                       into prior to Closing.

         5.1(a)(iv):  

         8.            Trustees  under the Guy Gannett  Retirement  Plan and the
                       Voluntary Investment Plan and Trusts will resign and will
                       be replaced by an institutional trustee.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------

         9.            The Company  expects to grant a premium  holiday,  and/or
                       provide  employees  a lump sum refund  relating  to prior
                       year overpayment of health care premiums.

         5.1(a)(v):    None.

         5.1(a)(vi):   None.

         5.1(a)(vii):  None.

         5.1(a)(viii): No  consent  of  the  Purchaser   will  be  required  for
                       modification,   change,   renewal  or  extension  of  the
                       following  Material  Contracts,  on terms consistent with
                       past practices of the Business:

                       o   Modification  of Lease  with  Elden  Moss  (KGAN)  to
                           obtain  a right  of  first  refusal  in  favor of the
                           Company and correct the landlord

                       o   Entry  into a new  office  lease  in  Waterloo,  Iowa
                           (KGAN).

                       o   Extension  or  renewal  of  Columbine  Systems,  Inc.
                           agreement (WICS),  provided that the Company will use
                           reasonable  efforts  to  extend  this  contract  on a
                           month-to-month  basis or to renew the same terminable
                           on 30  days'  notice,  but the  obtaining  of such an
                           extension  or renewal  on such  terms  shall not be a
                           condition of Closing. In no event shall this contract
                           be  extended   beyond   December   31,  2000  without
                           Purchaser's  consent,  which  consent  shall  not  be
                           unreasonably   withheld. 

                       o   Extension  or renewal of Incentive  Management,  Inc.
                           agreement  (WICS)

                       o   New  Personal  Service  Contract  with  Beth  Carroll
                           (WGGB) 

                       o   New  Personal  Service  Contract  with Karen  Hoskins
                           (KGAN)

                       o   New Personal Service Contract with Greg Kerr (WICS)

                       o   New  Personal  Service  Contract  with  Chad  Mahoney

                           (WICS)

                       o   New Personal Service Contract with Pat Bilone (WOKR)

                       o   A new Personal  Services Contract may be entered into
                           with Doug Cook.

                       o   U.S.  Fleet  Lease  will be amended to add a budgeted
                           news vehicle.

                       o   See Section 5.1(a)(iii),  No. 5, concerning Northport
                           Business Park lease  amendment.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                     SECTION 5.1 (COVENANTS AND AGREEMENTS)

                     --------------------------------------


         5.1(a)(ix):

         10.               An employee of WGGB stole  certain  services from the
                           Station.  The employee has been terminated.  WGGB may
                           enter into a settlement  agreement and a release with
                           regard to the services stolen.

         5.1(a)(x):

         11.               The  Company  may enter  into an  agreement  with CBS
                           reducing   KGAN  and   WGME's   network   affiliation
                           compensation  as a result of CBS's  new NFL  football
                           programming.

         5.1(a)(xi):       None.

         5.1(a)(xii):      None.

         5.1(a)(xiii):     None.

         5.1(a)(xiv):      None.

         5.1(a)(xv):       None.

         5.1(a)(xvi):      None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

              SECTION 5.2 (POST-CLOSING COVENANTS AND AGREEMENTS)

              ---------------------------------------------------

         5.2(a):    Employee  Benefit  Plans,  books and records to be available
                    for inspection without limit as to time relate to:

                    o Guy  Gannett  Retirement  Plan and Trust
                    o WOKR-TV 401(k) Profit Sharing and Savings Plan

         5.2(b):    Corporate Office Employees are those  individuals  listed on
                    Section 5.2.1 of the Disclosure Schedule or any persons who,
                    at or prior to  Closing,  have  replaced  any of the  listed
                    individuals in their positions.

         5.2(d):    Purchasers  current severance policy is to provide severance
                    of  one-half  day's  pay for each full  month of  continuous
                    service to those employees  whose  employment is terminated,
                    after six months of service,  due to the  elimination of the
                    employee's   duties  for  reasons  such  as  lack  of  work,
                    organizational changes or general reduction of force.

         5.2(e):

         1.         Pursuant to Section 7 of the presently effective  bargaining
                    agreement  between  "WGME-TV,  a  division  of  Guy  Gannett
                    Communications Co. (Employer) and the American Federation of
                    Television   and  Radio  Artists,   Boston  Local,   AFL-CIO

                    (Union)".

         2.         Pursuant to Section C of the presently effective  bargaining
                    agreement between "Guy Gannett  Communications d/b/a WGME-TV
                    of  Portland,   Maine  and  Local  Union  No.  1837  of  the
                    International Brotherhood of Electrical Workers [AFL-CIO]."

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                    SECTION 5.2 (POST-CLOSING COVENANTS AND AGREEMENTS)

                    ---------------------------------------------------


         3.         Pursuant to Article V, Section 12 of the presently effective
                    bargaining  agreement  between "Guy  Gannett  Communications
                    d/b/a  WICS-TV of Portland,  Maine and Local Union No. 51 of
                    the International Brotherhood of Electrical Workers

                    [AFL-CIO]."

         5.2(f):    Robert  Gilbertson  (retired),  Don Alhart  (WOKR) and Frank
                    Fixaris  (retired) have  supplemental  retirement plans. The
                    accrued  liability  therefor  will  be  included  in the Net
                    Financial Assets calculation.

         5.2(i)     See Section 5.2.2 of the  Disclosure  Schedule. 

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

             Section 6.4 (Material Consents Required As A Condition

             ------------------------------------------------------
                    of the Purchaser's Obligation To Close)

                    ---------------------------------------

         1.     The  Affiliation  Agreements  listed  on  Section  3.10.1 of the
                Disclosure Schedule.

         2.     Lease with Michigan Ave.  National Bank of Chicago dated 4/19/77
                for studio space and tower lease.

         3.     Obtaining of the  following  consents will not be a condition of
                Closing  if  the  Company  has   obtained,   prior  to  Closing,
                alternatives reasonably acceptable to Purchaser and on terms not
                materially  adverse to Purchaser  as  reasonably  determined  by
                Purchaser:

                A.  Lease with Eldon Moss dated 2/25/98 for Iowa City translator
                    tower site.

                B.  Lease  with  Dale and  Candace  Schiebe  dated  7/27/98  for
                    Washington, Iowa site.

                C.  Lease with Maine  Public  Broadcasting  dated  10/23/95  for
                    Litchfield, Maine tower space.

                D.  Lease  with  Maine  Bureau  of  Forestry  dated  1/7/88  for
                    microwave tower site.

                E.  Lease  with Fleet Bank  dated  1/1/94  for  Lewiston,  Maine
                    space.

                F.  Lease  with  Fleet Bank dated  6/20/95  for  Sanford,  Maine
                    office space.

                G.  Excelltron  Tower, Inc. lease dated 7/1/95 for tower located
                    in Sanford, Maine.

                H.  Intermedia  (EMI  Communications)  dated  3/26/98  for video
                    service/tower lease for WOKR.

None of the leases  described in this Section 3 are for main studio,  main tower
or main transmission sites.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

*Northport  Realty Trust for WGME office and studio lease (consent to assignment
not required).

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

             SECTION 7.4 (MATERIAL CONSENTS REQUIRED AS A CONDITION

             ------------------------------------------------------
                     OF THE COMPANY'S OBLIGATION TO CLOSE)

                     -------------------------------------

         None.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                              DISCLOSURE SCHEDULE

                                   SECTION 9

                                   ---------
         (CLOSING STATEMENT DIFFERENCES AND INCONSISTENCIES WITH GAAP)

         -------------------------------------------------------------

         1.         The  accounting  method  used  to  amortize  downpayment  of
                    certain  program costs will be made in  accordance  with the
                    example shown in Section 9.1 of the Disclosure Schedule.

         2.         The  Closing   Statement  may  not  include  any  assets  or
                    liabilities  that may result from a settlement in the future
                    with ASCAP  regarding  the dispute with the TV Music License
                    Committee on new fees and the license agreement.

         3.         The Closing  Statement  will not be in accordance  with GAAP
                    and/or be  consistent  with the basis used in preparing  the
                    Unaudited  Financial  Statements  as of,  and for  the  year
                    ended, December 27, 1997 in the following ways.

                    (a)   The Closing  Statement  will not include any financial
                          statements or footnotes required under GAAP.

                    (b)   The Closing  Statement  will not include any  accruals
                          for  severance  for  employees  terminated  after  the
                          Closing.

                    (c)   See Section 3.5 of the  Disclosure  Schedule for other
                          non-conformities  with GAAP and  inconsistencies  with
                          prior practices.

         4.         The Company has an arrangement to pay a former WGME employee
                    a monthly  sum,  until May  1999,  outside  the terms of any
                    supplemental  retirement plan. The Company accounts for this
                    liability on a cash basis.

         5.         A liability for vacation  benefits for  corporate  employees
                    may  exist  at  Closing.  This  will  be  recorded  as a Net
                    Financial   Asset,  but  is  not  in  accordance  with  past
                    practices for interim financial statements.

         6.         Retirement and deferred compensation plans for the following
                    former  executives will be included in the definition of Net
                    Financial  Assets,  unless such  liabilities  are  satisfied
                    prior to Closing:  Robert  Gilbertson;  John Hooper;  Robert
                    Morehead; Gilbert Lefkovich and John DiMatteo.

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                        SECTION 3.10.10 (LOAN AGREEMENTS)




---------- ------------------- ----------------------------------------------------------- -----------------------------------------
DIVISION   DOCUMENT NUMBER     COMPANY NAME                            PURPOSE                CONTRACT   EFFECTIVE     COPY
                                                                                               DATE         DATE       IMPERFECTIONS
---------- ------------------- ----------------------------------------------------------- -----------------------------------------
---------- ------------------- ----------------------------------------------------------- -----------------------------------------
                                                                                                          
Corp.      100020.00           Northwestern Mutual Life Insurance      Senior Notes              N/A        N/A            N/A
---------- ------------------- ----------------------------------------------------------- -------------------------------------
Corp.      100021.00           UNUM Life Insurance Company             Senior Notes              N/A        N/A            N/A
---------- ------------------- ----------------------------------------------------------- -------------------------------------
Corp.      100022.00           Massachusetts Mutual Life Ins. Co.      Senior Notes              N/A        N/A            N/A
---------- ------------------- ----------------------------------------------------------- -------------------------------------
Corp.      100025.00           First National Bank of Boston (primary) Revolving Credit       08/18/81    08/18/81         N/A
                                                                       Agreement
---------- ------------------- ----------------------------------------------------------- -------------------------------------
Corp.      100026.00           Bank of New York (participating)        Revolving Credit       08/18/81    08/18/81         N/A
                                                                       Agreement
---------- ------------------- ----------------------------------------------------------- -------------------------------------
Corp.      100027.00           Fleet Bank (participating)              Revolving Credit       08/18/81    08/18/81         N/A
                                                                       Agreement
---------- ------------------- ----------------------------------------------------------- -------------------------------------
Corp.      100028.00           Key Bank (participating)                Revolving Credit       08/18/81    08/18/81         N/A
                                                                       Agreement
---------- ------------------- ----------------------------------------------------------- -------------------------------------


<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                     SECTION 3.10.2 (AFFILIATION AGREEMENT)

                     --------------------------------------



-----------------------------------------------------------------------------------------------------------------------------------
           DOCUMENT                                                                         CONTRACT      EFFECTIVE COPY
DIVISION   NUMBER             COMPANY NAME              PURPOSE                             DATE          DATE      IMPERFECTIONS

---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
                                                                                         
KGAN       1470510.00        CBS Television Network    Television Affiliation Agreement                  1/1/95
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WGGB       1270010.00        ABC Television Network    Network Affiliation Agreement       1/6/95        1/1/95

---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WGME       1170010.00        CBS Television Network    Affiliate Agreement                 1/31/94       1/1/95
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WICD       1500010.00        NBC TV Network            Affiliation Agreement               1/16/96       7/1/95
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WICD       1500010.01        NBC TV Network            Incentive payments                                1/16/96
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WICS       1370010.00        NBC TV Network            Affiliation Agreement               1/1/81        7/1/95
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WOKR       1670010.00        ABC Inc. Capital Cities   Affiliation Agreement               1/24/91       1/2/95
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WOKR       1670010.00        ABC Inc. Capital Cities   consent to assignment to GGC        4/20/98       4/26/98
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WOKR       1670020.00        ABC Inc. Capital Cities   NewOne Service                      7/8/88        9/14/88
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------
WTWC       1700010.00        NBC TV Network            Network Affiliation                 2/1/97        1/1/97
---------------------------- ------------------------- ----------------------------------- ------------- --------------------------

---------------------------- -------------------------------- ---------------------------------------------------------------------


<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                     SECTION 3.10.7.A (REAL PROPERTY LEASES)




--------------------------- -------------------------------- --------------------------------------------
          DOCUMENT                                                                                       
DIVISION   NUMBER           COMPANY NAME                     PURPOSE                                     

--------------------------- -------------------------------- --------------------------------------------
                                                                                             
KGAN      1480010.00        Eldon Moss                       Iowa City Translator Tower Site Lease*      

--------------------------- -------------------------------- --------------------------------------------
KGAN      1480010.01        Eldon Moss                       Amdt to lease - right of 1st refusal        
--------------------------- -------------------------------- --------------------------------------------
KGAN      1483330.00        Dale & Candace Schiebe           Washington Iowa site lease                  
--------------------------- -------------------------------- --------------------------------------------
KGAN      1483340.00        Midtown Development              Waterloo office                             
                            Partnership
--------------------------- -------------------------------- --------------------------------------------
KGAN      1483400.00        Zoreh Asadzadehfard              Coralville office lease                     
--------------------------- -------------------------------- --------------------------------------------
WGGB      1282000.00        Chestnut Park Assoc.             Tower space for WGGB radio equipment        
--------------------------- -------------------------------- --------------------------------------------
WGGB      1282000.01        Chestnut Park Assoc.             Amendment to lease to extend term & rais    
--------------------------- -------------------------------- --------------------------------------------
WGME      1181490.00        Northport Realty Trust           Northport Office/Studio Lease               
--------------------------- -------------------------------- --------------------------------------------
WGME      1181491.00        Northport Realty Trust           Memorandum of Lease                         
--------------------------- -------------------------------- --------------------------------------------
WGME      1181492.00        UNUM Life Insurance Company      Subordination, Non-Disturbance & Attorn     

--------------------------- -------------------------------- --------------------------------------------
WGME      1181530.00        Fleet Bank                       35 Ash St. Lewiston Lease                   
--------------------------- -------------------------------- --------------------------------------------
WGME      1181550.00        Maine Public Broadcasting        Tower space Litchfield, ME                  

--------------------------- -------------------------------- --------------------------------------------
WGME      1181800.00        Fleet Bank of Maine              Sanford office lease                        
--------------------------- -------------------------------- --------------------------------------------
WGME      1181810.00        Excelltron Tower, Inc.           Sanford Tower lease                         
--------------------------- -------------------------------- --------------------------------------------
WGME      1181860.00        Maine Bureau of Forestry         Microwave Site lease                        

--------------------------- -------------------------------- --------------------------------------------
WGME      1181870.00        State of Maine                   Office lease                                
--------------------------- -------------------------------- --------------------------------------------
WGME      1181880.00        Kennebec Valley med. Ctr.        Sky cam site lease                          

--------------------------- -------------------------------- --------------------------------------------
WGME      1181900.00        Maine Medial Center              sky cam lease                               
--------------------------- -------------------------------- --------------------------------------------
WICD      1580000.00        Michigan Ave. National Bank of   Studio Space and Tower Lease                
                            Chic

--------------------------- -------------------------------- --------------------------------------------
WICD      1580090.00        First Appraisal Co.              Danville office lease                       
--------------------------- -------------------------------- --------------------------------------------
WOKR      1681100.00        Collier ABR, Inc.                Roof lease                                  
--------------------------- -------------------------------- --------------------------------------------
WOKR      1681130.00        Intermedia (EMI Communications)  Video Service/Tower Lease                   

--------------------------- -------------------------------- --------------------------------------------

<PAGE>




--------------------------- --------------------------------  ------------- ------------- --------------------
          DOCUMENT                                            CONTRACT      EFFECTIVE     COPY
DIVISION   NUMBER           COMPANY NAME                      DATE          DATE          IMPERFECTIONS

--------------------------- --------------------------------  ------------- ------------- --------------------
                                                                          
KGAN      1480010.00        Eldon Moss                        2/25/98       1/1/98

--------------------------- --------------------------------  ------------- ------------- --------------------
KGAN      1480010.01        Eldon Moss                                                    not signed
--------------------------- --------------------------------  ------------- ------------- --------------------
KGAN      1483330.00        Dale & Candace Schiebe            7/27/98       6/1/98
--------------------------- --------------------------------  ------------- ------------- --------------------
KGAN      1483340.00        Midtown Development                             11/1/96
                            Partnership
--------------------------- --------------------------------  ------------- ------------- --------------------
KGAN      1483400.00        Zoreh Asadzadehfard               1/30/96       2/1/96
--------------------------- --------------------------------  ------------- ------------- --------------------
WGGB      1282000.00        Chestnut Park Assoc.                            8/1/85
--------------------------- --------------------------------  ------------- ------------- --------------------
WGGB      1282000.01        Chestnut Park Assoc.                            5/1/93
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181490.00        Northport Realty Trust            1/1/96        1/1/96
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181491.00        Northport Realty Trust            3/20/96
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181492.00        UNUM Life Insurance Company       3/20/96       1/1/96

--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181530.00        Fleet Bank                        1/1/94        1/1/94
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181550.00        Maine Public Broadcasting         10/23/95      10/23/95

--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181800.00        Fleet Bank of Maine               6/20/95       6/21/95
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181810.00        Excelltron Tower, Inc.                          7/1/95        not fully executed
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181860.00        Maine Bureau of Forestry          1/7/88        1/1/88
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181870.00        State of Maine                                                oral
--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181880.00        Kennebec Valley med. Ctr.         8/12/96

--------------------------- --------------------------------  ------------- ------------- --------------------
WGME      1181900.00        Maine Medial Center                                           oral
--------------------------- --------------------------------  ------------- ------------- --------------------
WICD      1580000.00        Michigan Ave. National Bank of    4/19/77       11/15/77
                            Chic

--------------------------- --------------------------------  ------------- ------------- --------------------
WICD      1580090.00        First Appraisal Co.               1/19/98       2/1/98
--------------------------- --------------------------------  ------------- ------------- --------------------
WOKR      1681100.00        Collier ABR, Inc.                 11/14/94      1/1/95
--------------------------- --------------------------------  ------------- ------------- --------------------
WOKR      1681130.00        Intermedia (EMI Communications)   3/26/98       3/26/98

--------------------------- --------------------------------  ------------- ------------- --------------------


<PAGE>

                           GUY GANNETT COMMUNICATIONS
                         PURCHASE AGREEMENT [BROADCAST]

                               DISCLOSURE SCHEDULE

                         SECTION 3.10.8 (INCOME LEASES)

                         ------------------------------




---------------------------- -------------------------------- --------------------------------------------
              DOCUMENT                                                                                    
DIVISION       NUMBER        COMPANY NAME                     PURPOSE                                     

---------------------------- -------------------------------- --------------------------------------------
                                                                                              
KGAN       1480580.00        Jacor   Broadcasting  of  Iowa,  WMT Studio Space Lease Agreement            

                             Inc.

---------------------------- -------------------------------- --------------------------------------------
KGAN       1480581.00        Palmer   Broadcasting   Limited  consent to assignment                       
                             Partners

---------------------------- -------------------------------- --------------------------------------------
KGAN       1480582.00        Palmer   Broadcasting   Limited  Memorandum of Lease                         
                             Partners

---------------------------- -------------------------------- --------------------------------------------
KGAN       1480583.00        Norwest Bank Iowa N.A.           collateral assignment                       
---------------------------- -------------------------------- --------------------------------------------
KGAN                         1480590.00 Jacor Broadcasting of Iowa, Assumption &
                             renewal of leases Inc.

---------------------------- -------------------------------- --------------------------------------------
WGGB       1281240.00        Motorola   Communications   and  Mt. Tom Tower lease; bldg. space            
                             Elect.

---------------------------- -------------------------------- --------------------------------------------
WGGB       1281290.01        WGBY-TV (WGBH Educational Fou    Mt. Tom Tower lease; bldg. space and land   
---------------------------- -------------------------------- --------------------------------------------
WGGB       1281390.00        Northeast Utilities              Mt. Tom Lease                               
---------------------------- -------------------------------- --------------------------------------------
WGME       1181460.00        WTHT-Taylor Communications       Sublease office space - Northport           
---------------------------- -------------------------------- --------------------------------------------
WGME       1181461.00        Beacon Broadcasting              Consent to Assignment                       
---------------------------- -------------------------------- --------------------------------------------
WGME       1181462.00        Beacon Broadcasting              Consent and Acknowledgement                 
---------------------------- -------------------------------- --------------------------------------------
WGME       1181463.00        Beacon Broadcasting              Assignment of Leases, contracts & agreem    
---------------------------- -------------------------------- --------------------------------------------
WGME       1181464.00        Great Casco Bay Wireless         Assignment of Beacon sublease               
                             Talking M

---------------------------- -------------------------------- --------------------------------------------
WGME       1181465.00        Great Casco Bay Wireless         acknowledgement of new Prime Lease          

---------------------------- -------------------------------- --------------------------------------------
WGME       1181470.00        WBLM-Taylor Communications       Raymond Tower Space Lease                   

---------------------------- -------------------------------- --------------------------------------------
WGME       1181471.00        General Broadcasting of          assignment of leases, contracts & agreeme   
                             Florida, Inc.
---------------------------- -------------------------------- --------------------------------------------
WGME       1181472.00        Fuller-Jeffrey Broadcasting      Assignment of Leases                        

---------------------------- -------------------------------- --------------------------------------------
WGME       1181473.00        Fuller-Jeffrey Broadcasting      consent to assignment and amendment of      

---------------------------- -------------------------------- --------------------------------------------
WGME       1181474.00        Fuller-Jeffrey Broadcasting      Lessor consent and Estoppel                 

---------------------------- -------------------------------- --------------------------------------------
WGME       1181475.00        Fuller-Jeffrey Broadcasting      Amendment to Lease                          
                             Corp.

---------------------------- -------------------------------- --------------------------------------------
WOKR       1681090.00        WXXI-Rochester   Area  Ed.   TV  Brighton land lease                         
                             Assoc.

---------------------------- -------------------------------- --------------------------------------------
WOKR       1681090.01        WXXI-Rochester   Area  Ed.   TV  First Amendment of lease                    
                             Assoc.

---------------------------- -------------------------------- --------------------------------------------
WTWC       1780200.00        WMLO FM (now WFLY)               Tower lease                                 
---------------------------- -------------------------------- --------------------------------------------
WTWC       1780210.00        WSNI FM                          Tower lease                                 
---------------------------- -------------------------------- --------------------------------------------


<PAGE>



---------------------------- --------------------------------  ------------- ------------- --------------
              DOCUMENT                                         CONTRACT      EFFECTIVE     COPY
DIVISION       NUMBER        COMPANY NAME                      DATE          DATE          IMPERFECTIONS

---------------------------- --------------------------------  ------------- ------------- --------------
                                                                           
KGAN       1480580.00        Jacor   Broadcasting  of  Iowa,   10/16/81      10/17/81

                             Inc.

---------------------------- --------------------------------  ------------- ------------- --------------
KGAN       1480581.00        Palmer   Broadcasting   Limited                 1/5/96
                             Partners
---------------------------- --------------------------------  ------------- ------------- --------------
KGAN       1480582.00        Palmer   Broadcasting   Limited                 1/5/96
                             Partners
---------------------------- --------------------------------  ------------- ------------- --------------
KGAN       1480583.00        Norwest Bank Iowa N.A.                          1/4/96
---------------------------- --------------------------------  ------------- ------------- --------------
KGAN       1480590.00        Jacor   Broadcasting  of  Iowa,                 3/18/97
                             Inc.
---------------------------- --------------------------------  ------------- ------------- --------------
WGGB       1281240.00        Motorola   Communications   and   4/1/89        4/1/89        Tenant at Will
                             Elect.
---------------------------- --------------------------------  ------------- ------------- --------------
WGGB       1281290.01        WGBY-TV (WGBH Educational Fou     1/1/79        1/1/89

---------------------------- --------------------------------  ------------- ------------- --------------
WGGB       1281390.00        Northeast Utilities                             1/1/95
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181460.00        WTHT-Taylor Communications        10/25/83      10/25/83

---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181461.00        Beacon Broadcasting               11/30/89
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181462.00        Beacon Broadcasting               12/1/89
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181463.00        Beacon Broadcasting               12/6/89
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181464.00        Great Casco Bay Wireless                        11/17/94      no copy
                             Talking M
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181465.00        Great Casco Bay Wireless          3/15/96
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181470.00        WBLM-Taylor Communications        10/25/83      10/25/83

---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181471.00        General Broadcasting of           12/6/89
                             Florida, Inc.
---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181472.00        Fuller-Jeffrey Broadcasting       12/6/89

---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181473.00        Fuller-Jeffrey Broadcasting       12/1/89

---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181474.00        Fuller-Jeffrey Broadcasting       5/14/92

---------------------------- --------------------------------  ------------- ------------- --------------
WGME       1181475.00        Fuller-Jeffrey Broadcasting       8/31/98
                             Corp.

---------------------------- --------------------------------  ------------- ------------- --------------
WOKR       1681090.00        WXXI-Rochester   Area  Ed.   TV   10/23/79      10/24/79
                             Assoc.

---------------------------- --------------------------------  ------------- ------------- --------------
WOKR       1681090.01        WXXI-Rochester   Area  Ed.   TV   4/14/89
                             Assoc.

---------------------------- --------------------------------  ------------- ------------- --------------
WTWC       1780200.00        WMLO FM (now WFLY)                11/6/89       10/2/90
---------------------------- --------------------------------  ------------- ------------- --------------
WTWC       1780210.00        WSNI FM                           3/27/91       3/27/91
---------------------------- --------------------------------  ------------- ------------- --------------

<PAGE>

                           GUY GANNETT COMMUNICATIONS
                               PURCHASE AGREEMENT
                               DISCLOSURE SCHEDULE

                                 SCHEDULE 3.9.1




-------------------------------------------------------------------------------------------- -------------------------------------
                   TYPE                           INSURER            IABILITY LIMIT                     POLICY PERIOD

-------------------------------------------------------------------------------------------- -------------------------------------
                                                                                                          
Package                        Commercial Union                                  19,491,552                   05/01/98 - 05/01/99
-------------------------------------------------------------------------------------------- -------------------------------------
Comm'l. Gen'l. Liability       Commercial Union                                   2,000,000                   05/01/98 - 05/01/99
                                  [incl. w/Package Policy]
-------------------------------------------------------------------------------------------- -------------------------------------
Communication Eqpt.            Commercial Union                                  58,615,300                   05/01/98 - 05/01/99
-------------------------------------------------------------------------------------------- -------------------------------------
Broadcasting Loss of Income    Commercial Union                                  13,487,696                   05/01/98 - 05/01/99
                                  [incl. w/Comm. Eqpt. Policy]
-------------------------------------------------------------------------------------------- -------------------------------------
Automobile                     Commercial Union                                   1,000,000                   05/01/98 - 05/01/99
-------------------------------------------------------------------------------------------- -------------------------------------
Energy Systems                 Federal Insurance Co.                             25,000,000                   05/01/98 - 05/01/99
-------------------------------------------------------------------------------------------- -------------------------------------
Libel/Slander                  Employers Reinsurance                             15,000,000                   10/09/97 - 10/09/98
-------------------------------------------------------------------------------------------- -------------------------------------
Umbrella                       Federal Insurance Co.                             25,000,000                   05/01/98 - 05/01/99
-------------------------------------------------------------------------------------------- -------------------------------------
Non-Owned Aircraft             National Union Fire                               20,000,000                   10/24/97 - 10/24/98
-------------------------------------------------------------------------------------------- -------------------------------------
Crime Bond                     Federal Insurance Co.                              1,000,000                   05/01/98 - 05/01/99
-------------------------------------------------------------------------------------------- -------------------------------------
Fiduciary Responsibility       Federal Insurance Co.                             25,000,000                   11/10/97 - 11/10/98
-------------------------------------------------------------------------------------------- -------------------------------------
Directors & Officers           Federal Insurance Co.                              5,000,000                   02/06/98 - 02/06/99
Includes:
   Outside Directors                                                              5,000,000                   02/06/98 - 02/06/99
   Employment Practices                                                           5,000,000                   02/06/98 - 02/06/99
              Liability

-------------------------------------------------------------------------------------------- -------------------------------------
Workers Compensation                                                                100,000                   12/31/97 - 12/31/98
     Maine                     MEMIC                                                         
     Illinois     Iowa         Commercial Union
     Florida                   Commercial Union
     Massachusetts             Commercial Union
     New York                  Commercial Union
-------------------------------------------------------------------------------------------- -------------------------------------
Travel/Accident                Reliance Standard Life                                10,000                   10/01/97 - 10/01/98
-------------------------------------------------------------------------------------------- -------------------------------------
Foreign Policy                 CIGNA Ins. Co.                                     1,000,000                   05/20/98 - 05/20/99
-------------------------------------------------------------------------------------------- -------------------------------------
Special (K&R)                  Aetna Life & Casualty                              3,000,000                   09/12/95 - 09/12/98
-------------------------------------------------------------------------------------------- -------------------------------------
Maine Turnpike Bond            Travelers Casualty & Surety                            5,000                   09/16/97 - 09/16/98
-------------------------------------------------------------------------------------------- -------------------------------------


<PAGE>

GUY GANNETT  COMMUNICATIONS
PURCHASE AGREEMENT - BROADCASTING 
SECTION 3.10.3 - BARTER PROGRAMMING

KGAN - TV




                                                                                                                 Written

                                                                               Contract Term                     Consent 
                                                                               -------------------               Req'd to

      Distributor                             Package                          Start             End              Assign

      -----------                             -------                          ------            ---              ------
                                                                                                     
 Paramount                          Nick news (96-99 Seasons)                   Sep-96            Sep-99            YES

                                    Wild Things                                 Sep-97            Sep-98            YES

 Hearst Entertainment               Popular Mechanics for Kids                  Sep-97            Sep-98            NL

                                    Popular Mechanics for Kids (Year 2)         Sep-98            Sep-99            YES

                                    Secrets of the Animal                       Sep-98            Sep-99            YES
                                    Kingdom

                                    Hallmark Entertainment                      Jan-98            Dec-99            YES
                                    Presents

 Universal                          Team Knight Rider                           Oct-97            Oct-98            YES

 Columbia Tristar                   Party of Five                               Sep-98            Sep-00            NL

 Eyemark                            PSI  Factor                                 Sep-97            Sep-99            YES

 Litton Syndications                Jack Hanna Animal                           Sep-97            Sep-98            NL
                                    Adventures

 Buena Vista                        Disney's Sing Me A Story With Belle         Sep-97            Sep-98            YES

 T.J.Sports Television              Golf 2000                                   Jun-98            Sep-99            NL

 Muller Media, Inc.                 Prime Targets IV Movies                     Sep-98            Feb-00            NL

 ITC Distribution, Inc.             Movie of the Month Network                  Feb-98            Feb-99            YES
                                    VII

 Telepictures                       Warner Bros. Vol. 34  (movie                Aug-98            Nov-04            YES
 Distribution                       package)

                                    Turner Legends IV  (movies)                 Oct-97            Dec-98            YES

 Qualitron Media, Inc.              AG Day                                      Sep-97            Sep-98            YES

 Warner Bros.                       People's Court                              Jan-98            Sep-99            YES

 CNN Newsource Sales,               CNN Headline News                           Sep-98            Aug-00            YES
 Inc.



 NL - No specific  assignment  language in  Agreement.  NLF - Have not  received
 signed long-form contract.

<PAGE>

-
GUY GANNETT COMMUNICATIONS
PURCHASE AGREEMENT - BROADCASTING

MATERIAL CONTRACTS

SECTION 3.10.3 - Program Licenses

    WGME                                                                      




                                                                                                                         Written

                                                                                          Contract   Term               Consent
                                                                                   -----------------------------       Req'd to

    Distributor                     Package                                         Start              End              Assign ?

    -----------        --------------------------------------------               ------------  -----------------      ----------

                                                                                                           

    Paramount          Frasier                                                         Sep-97           Dec-00             Yes
                       Frasier -  97/98 extention - estimate                                            Sep-01

                       Entertainment Tonight                                           Sep-96           Sep-99             Yes
                       Entertainment TonightAddendum dated 02/16/96

                       Hard Copy                                                       Sep-96           Sep-99             Yes
                       Hard Copy - Amendment Letter dated 3/18/96

                       Maury Povich                                                    Sep-96           Sep-98             Yes
                       Maury Povich addendum dated 02/16/96

                       Star Trek: Deep Space Nine                                      Jan-93           Sep-99             Yes
                       Star Trek: Deep Space Nine - Syndex Amendment Letter

                       Howie Mandel                                                    Jul-98           Sep-99             Yes

    King World         Oprah                                                           Sep-95           Sep-00             Yes

                       Inside Edition                                                  Sep-96           Sep-98             Yes
                       Inside Edition Addendum dated 10/24/97

    Warner Bros.       Friends                                                         Sep-98           Dec-01             Yes
                       Friends -  97/98 extention - estimate                                            Sep-02

    Columbia / Tristar The Nanny                                                       Sep-98           Dec-01             Yes
                       The Nanny -  97/98 extention - estimate                                          Sep-02

    MCA / Universal    Maury Povich                                                    Sep-98           Sep-00             Yes