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Sample Business Contracts

Stock Purchase Agreement - Sinclair Broadcast Group Inc. and Superior Communications Group Inc.

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                            STOCK PURCHASE AGREEMENT

                                 by and between

                         SINCLAIR BROADCAST GROUP, INC,

                                       and


                               THE STOCKHOLDERS OF
                       SUPERIOR COMMUNICATIONS GROUP, INC.



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                                                 TABLE OF CONTENTS

                                                                           Page
                                                                           ----


SECTION 1  DEFINITIONS.........................................................2

SECTION 2  SALE OF SHARES......................................................2

SECTION 3  PURCHASE PRICE......................................................2
         3.1      Payment......................................................2
         3.2      Disbursing Agent.............................................3
         3.3      Funded Debt..................................................3

SECTION 4  CLOSING.............................................................3

SECTION 5  REPRESENTATIONS AND WARRANTIES OF SELLERS...........................3
         5.1      Representations as to Shares, etc............................3
         5.2      Organization and Good Standing...............................4
         5.3      Capitalization...............................................4
         5.4      No Conflicts.................................................4
         5.5      Real Property................................................5
         5.6      Personal Property............................................5
         5.7      Financial Statements.........................................5
         5.8      FCC..........................................................5
         5.9      Intellectual Property........................................6
         5.10     Employee Benefit Plans.......................................6
         5.11     Employee Relations...........................................6
         5.12     Insurance....................................................7
         5.13     Material Contracts...........................................7
         5.14     Comipliance with Laws........................................7
         5.15     Litigation...................................................7
         5.16     No Brokers...................................................7
         5.17     Consents.....................................................7
         5.18     Environmental................................................8
         5.19     Tax Matters..................................................8

SECTION 6  REPRESENTATIONS AND WARRANTIES OF PURCHASER.........................9
         6.1      Organization and Good Standing...............................9
         6.2      Execution and Effect of Agreement............................9
         6.3      No Conflicts.................................................9
         6.4      Consents....................................................10
         6.5      Availability of Funds.......................................10
         6.6      Litigation..................................................10
         6.7      No Brokers..................................................10
         6.8      FCC.........................................................10


<PAGE>




SECTION 7  ADDITIONAL PROVISIONS REGARDING REPRESENTATIONS AND
         WARRANTIES..........................................................11
         7.1      Limitation; Survival.......................................11
         7.2      Right to Update Schedules..................................11
         7.3      Knowledge of Purchaser or Sellers..........................11
         7.4      Schedules and Exhibits.....................................11

SECTION 8  TAX MATTERS.......................................................11
         8.1      Section 338 Election.......................................11

SECTION 9  ADDITIONAL COVENANTS AND UNDERTAKINGS.............................12
         9.1      Further Assurances and Assistance..........................12
         9.2      Access to Information......................................12
         9.3      Conduct of Business Prior to Closing.......................12
         9.4      H-S-R Act..................................................13
         9.5      FCC Application............................................13
         9.6      Books and Records..........................................14
         9.7      Employees and Employee Benefits............................14
         9.8      Control of Stations........................................14

SECTION 10 INDEMNIFICATION...................................................15
         10.1     Indemnification of Purchaser by Sellers....................15
         10.2     Indemnification of Sellers by Purchaser....................15
         10.3     Limitations and Other Provisions Regarding
                  Indemnification Obligations................................15
         10.4     Notice of Claim Defense of Action..........................16

SECTION 11  CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO
         CLOSE...............................................................18
         11.1     Conditions to the Obligation of Purchaser..................18
         11.2     Conditions Precedent to the Obligation of
                  Sellers....................................................19

SECTION 12  DELIVERIES AT THE CLOSING........................................19
         12.1     Deliveries by Sellers......................................19
         12.2     Deliveries by Purchaser....................................20

SECTION 13  EXPENSES.........................................................20

SECTION 14  TERMINATION......................................................20

SECTION 15  NOTICES..........................................................21

SECTION 16  SELLERS' AGENTS..................................................22
         16.1     Sellers' Agents............................................22



<PAGE>



SECTION 17
         MISCELLANEOUS........................................................23
         17.1     Headings....................................................23
         17.2     Schedules and Exhibits......................................23
         17.3     Execution in Counterparts...................................23
         17.4     Entire Agreement............................................23
         17.5     Governing Law...............................................23
         17.6     Modification................................................23
         17.7     Successors and Assigns......................................23
         17.8     Waiver......................................................23
         17.9     Severability................................................24
         17.10    Announcements...............................................24
         17.11    Specific Performance........................................24

ANNEX 1  DEFINITIONS...........................................................1

ANNEX 2  Number of Shares......................................................7



<PAGE>



                            STOCK PURCHASE AGREEMENT


                  THIS STOCK PURCHASE AGREEMENT (the  "Agreement"),  dated as of
this 1st day of March,  1996,  is entered into by and among  Sinclair  Broadcast
Group, Inc., a Maryland corporation ("Purchaser"),  and PNC Capital Corp, Primus
Capital Fund II Limited Partnership,  Albert M. Holtz, Perry A. Sook, Richard J.
Roberts,  George F. Boggs,  Albert M. Holtz, as Trustee for the Irrevocable Deed
of Trust for Tara Ellen Holtz,  dated December 6, 1994, and Albert M. Holtz,  as
Trustee for the Irrevocable Deed of Trust for Meghan Ellen Holtz, dated December
6, 1994 (each a "Seller" and collectively, "Sellers").

                                   WITNESSETH:

                  WHEREAS,  Sellers  own  collectively  all  of the  issued  and
outstanding  shares of capital  stock (the  "Stock") of Superior  Communications
Group, Inc,, a Delaware corporation (the "Company"); and

                  WHEREAS, the Company owns all of the capital stock of Superior
Communications of Kentucky, Inc., a Delaware corporation,  which owns the assets
(other  than the FCC  license) of and  operates  television  station  WDKY-TV in
Lexington, KY ("WDKY"); and

                  WHEREAS,  the Company  also owns all of the  capital  stock of
Superior Communications of Oklahoma,  Inc., an Oklahoma corporation,  which owns
the assets  (other than the FCC  license)  of and  operates  television  station
KOCB-TV in Oklahoma City, OK ("KOCB"); and

                  WHEREAS,  Superior OK License  Corp.  and  Superior KY License
Corp.,  each an  indirect  subsidiary  of the  Company,  respectively  hold  the
licenses granted by the Federal  Communications  Commission (the "FCC") pursuant
to which KOCB and WDKY (each a "Station" and  collectively  the  "Stations") are
permitted to operate (the "FCC Licenses"); and

                  WHEREAS,  Sellers  desire to sell to Purchaser,  and Purchaser
desires to purchase from Sellers, all of the outstanding shares of Stock;

                  NOW,  THEREFORE,  for the  purpose of  consummating  the above
transaction and in  consideration  of the promises and mutual  covenants  herein
contained, Sellers and Purchaser hereby agree as follows:


                                      - 1 -

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                                    SECTION 1

                                   DEFINITIONS

                  As used in this  Agreement,  capitalized  terms shall have the
meanings  specified  in  the  text  hereof  or  on  Annex  1  hereto  (which  is
incorporated  herein by reference) , which  meanings shall be applicable to both
the singular and plural forms of the terms defined.

                                    SECTION 2

                                 SALE OF SHARES

                  At the Closing, each Seller,  severally and not jointly, shall
sell,  assign,  transfer and deliver to Purchaser,  and Purchaser shall purchase
from  each  Seller,  that  number  and  class of shares of Stock as is set forth
opposite the name of each Seller in Annex 2 hereto.

                                    SECTION 3

                                 PURCHASE PRICE

         3.1  Payment.  In  consideration  for the sale of the Stock,  Purchaser
shall pay to Sellers the aggregate  amount of $63,000,000  plus the Cash on Hand
less the principal amount of all Funded Debt (the "Purchase Price") , payable as
follows:

                  (1) $3,150,000  simultaneously with the execution and delivery
         of this  Agreement,  to be held in escrow by Kirkpatrick & Lockhart LLP
         as Escrow Agent pursuant to the Escrow Agreement in the form of Exhibit
         A hereto (the "Deposit Escrow  Agreement").  At the Closing,  Purchaser
         and  Sellers  shall  cause  such  $3,150,000  to  be  released  to  the
         Disbursing Agent (as hereinafter  defined) and shall cause any interest
         or other additional amounts in such escrow to be released to Purchaser;

                  (2)  $1,000,000  at the  Closing  to be  held in  Escrow  (the
         "Indemnification  Escrow") by PNC Bank National  Association  as Escrow
         Agent pursuant to the  Indemnification  Escrow Agreement in the form of
         Exhibit B hereto (the "Indemnification Escrow Agreement") ; and

                  (3) The balance of the Purchase Price at the Closing,  by wire
         transfer  of  federal  or  other  immediately  available  funds  to the
         accounts  specified  by the  Sellers'  Agents or, to the extent no such
         accounts are specified, to the following bank account of the Disbursing
         Agent:


                                      - 2 -

<PAGE>



                           WIRE TRANSFER INSTRUCTIONS
                  FOR KIRKPATRICK & LOCKHART LLP ESCROW ACCOUNT

Bank:                      PNC Bank
                           Pittsburgh, Pennsylvania

ABA Routing No:            043-000096

Kirkpatrick & Lockhart LLP IOLTA Account No: 105 11592

         3.2      Disbursing  Agent.  The  Disbursing  Agent shall  disburse the
Purchase Price to Sellers in accordance with the Disbursement Agreement.

         3.3      Funded Debt.  At the Closing,  Purchaser  shall also cause the
Companies to pay in full all Funded Debt.

                                    SECTION 4

                                     CLOSING

                  The closing of the transaction  contemplated by this Agreement
(the "Closing"), subject to fulfillment or waiver of the conditions set forth in
Section 10 hereof,  shall be held at the offices of  Kirkpatrick & Lockhart LLP,
1500 Oliver Building,  Pittsburgh, PA 15222, at 10:00 A.M. local time (but shall
be deemed to have occurred at the close of business on the immediately preceding
day) , on the later to occur of (a) five  Business  Days  after  all  applicable
waiting periods under the H-S-R Act shall have expired or terminated or (b) five
Business  Days after the Initial  Orders (the date of Closing being the "Closing
Date") , unless  the  parties  shall  mutually  agree upon a  different  date or
location.

                                    SECTION 5

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

         5.1 Representations as to Shares,  etc. Each Seller,  severally and not
jointly,  hereby  represents and warrants to Purchaser  that: (i) such Seller is
the  record  and the  beneficial  owner of all the shares of the Stock set forth
opposite such Seller's name in Annex 2 hereto, except that the beneficial owners
of  those  shares  of Stock  indicated  on Annex 2 as  being  held  pursuant  to
instruments of trust are as set forth in such  instruments  of trust;  (ii) such
Seller  (and  the  beneficial  owner  of such  stock  to the  extent  that  such
beneficial  owner is  different  from such Seller) owns all of the shares of the
Stock set forth  opposite such Seller's name in Annex 2 hereto free and clear of
any lien, security interest, pledge or encumbrance other than those set forth on
Schedule  5.1 hereof,  all of which will be  released at or before the  Closing;
(iii) upon transfer of the Stock set forth  opposite such Seller's name in Annex
2 hereto to Purchaser at the Closing,  Purchaser  will have legal and  equitable
title to such Stock, free and clear of any lien, security

                                      - 3 -

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interest, pledge or encumbrance,  except for any lien, security interest, pledge
or  encumbrance  created  by  Purchaser;  (iv) such  Seller  has full  power and
authority to enter into this Agreement, and the consummation of the transactions
contemplated hereby has been duly authorized by all necessary action on the part
of such Seller;  (v) this Agreement has been duly executed and delivered by such
Seller and  constitutes  a legal,  valid and binding  obligation of such Seller,
enforceable  against  such  Seller in  accordance  with its  terms,  subject  to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
affecting  the rights of  creditors  generally  and to the  exercise of judicial
discretion in accordance with general principles of equity (whether applied by a
court of law or equity);  and (vi)  neither the  execution  and delivery of this
Agreement by such Seller nor the consummation of the  transactions  contemplated
hereby by such Seller will (a) violate any of the  provisions  of any  governing
documents of such Seller if it is an entity, (b) prevent or materially interfere
with such Seller's ability to perform its obligations hereunder, or (c) conflict
with or result in a breach  of,  or give rise to a right of  termination  of, or
accelerate the performance required by the terms of any judgment, court order or
consent  decree,  or any agreement,  indenture,  mortgage or instrument to which
such  Seller is a party or to which its  property is subject,  or  constitute  a
default  thereunder,   where  such  conflict,   breach,  right  of  termination,
acceleration or default would prevent or materially interfere with such Seller's
ability to perform hereunder.

                  Sellers,  jointly and severally,  hereby represent and warrant
to Purchaser:

         5.2  Organization  and  Good  Standing.  Each  of  the  Companies  is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of  incorporation as listed on Schedule 5.2 hereto,  and has
full  corporate  power and authority to carry on its business as it is now being
conducted. Each of the Companies is qualified as a foreign corporation and is in
good standing  under the laws of each  jurisdiction  in which the conduct of its
business or the ownership of its properties requires such qualification,  except
where the failure to be so qualified would not have a Material Adverse Effect.

         5.3 Capitalization. The designations of each class of the capital stock
of each of the Companies and the number of authorized and issued and outstanding
shares thereof is as described on Schedule 5.3. All the shares of the Stock have
been validly issued and are fully paid and nonassessable. Except as described on
Schedule  5.3,  (i) no  shares of  capital  stock of the  Companies  are held in
treasury, (ii) there are no other issued or outstanding equity securities of any
of the Companies and (iii) there are no other issued or  outstanding  securities
of any of the Companies convertible at any time into equity securities of any of
the Companies.  None of the Companies is subject to any commitment or obligation
that would require the issuance or sale of additional shares of capital stock of
any of the Companies at any time under options, subscriptions,  warrants, rights
or any other  obligations.  None of the Companies has any equity interest in any
corporation,  partnership,  joint  venture or other  entity,  other than another
Company.

         5.4 No  Conflicts.  Except as  described on Schedule  5.4,  neither the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions contemplated hereby will

                                      - 4 -

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(a) violate any provision of applicable law, rule and regulation which violation
would  prevent  materially  or materially  interfere  with  Sellers'  ability to
perform  hereunder or have a Material  Adverse  Effect,  or (b) conflict with or
result in a breach of, or give rise to a right of termination  of, or accelerate
the  performance  required by the terms of any judgment,  court order or consent
decree, or any agreement,  indenture, mortgage or instrument to which any of the
Companies  is a party or to which their  property is subject,  or  constitute  a
default  thereunder,   where  such  conflict,   breach,  right  of  termination,
acceleration  or default  would prevent or  materially  interfere  with Sellers'
ability to perform hereunder or have a Material Adverse Effect.

         5.5 Real Property.  All interests of any of the Companies in and to any
Real Property are listed on Schedule 5.5 hereto, and true and complete copies of
all leases related  thereto have  heretofore  been  delivered to Purchaser.  The
Companies have good and marketable  title to each parcel of Real Property listed
on Schedule 5.5 that is identified thereon as being owned by the Companies, free
and clear of all liens,  mortgages and  encumbrances,  subject only to Permitted
Exceptions and the matters shown on Schedule 5.5. To the  Companies'  Knowledge,
none of the Companies is in material  default or has received  written notice of
default under any lease of Real Property that has not been cured or withdrawn.

         5.6 Personal Property.  Except (a) as set forth on Schedule 5.6 hereto,
(b) for taxes not yet due and  payable  and (c)  liens,  security  interests  or
encumbrances that do not materially  impair the use thereof,  the Companies have
good title to all of their  material  items of tangible  personal  property  and
assets, free and clear of all liens, security interests and encumbrances.  Taken
as a whole, the condition of the tangible  personal property of the Companies is
adequate for its present use by the Companies.

         5.7 Financial Statements. The Companies have provided or made available
to Purchaser  copies of the Financial  Statements and the Partnership  Financial
Statements.  The Financial  Statements and the Partnership  Financial Statements
have been  prepared in  accordance  with GAAP  consistently  applied  with prior
periods,  except  as may be noted  therein.  The  Financial  Statements  and the
Partnership  Financial Statements present fairly, in all material respects,  the
financial position of the Companies (or the Partnership,  as the case may be) as
at and for the periods  indicated  therein.  Except as set forth on Schedule 5.7
hereto,  the Business has been  conducted in the ordinary  course since December
31,  1994,  and the  Companies  have not  suffered  an  adverse  change in their
business or financial  condition  since  December  31,  1994,  that would have a
Material Adverse Effect.  The absolute value of the consolidated  pre-tax income
or loss of the Companies for 1995 is less than $4,000,000.

         5.8 FCC. The  Companies  are operated in material  compliance  with the
terms of the FCC  Licenses,  the  Communications  Act of 1934,  as amended,  and
applicable  rules,   regulations  and  policies  of  the  FCC  ("FCC  Rules  and
Regulations") . All FCC Licenses, a true and complete list of which is set forth
on  Schedule  5.8 and true  and  complete  copies  of each of  which  have  been
delivered to  Purchaser,  are valid and in full force and effect.  Except as set
forth on Schedule 5.8, no  application,  action or proceeding is pending for the
renewal  or  modification  of any of the FCC  Licenses  and,  to the  Companies'
Knowledge, there is not now before the FCC

                                      - 5 -

<PAGE>



any  investigation or complaint  against any of the Companies or relating to the
Stations, the unfavorable resolution of which would impair the qualifications of
the applicable Companies to hold any material FCC Licenses.  Except as set forth
on Schedule 5.8, there is no proceeding  pending before the FCC, and there is no
outstanding  notice of violation  from the FCC,  with  respect to the  Stations.
Except as set forth on Schedule  5.8, no order or notice of  violation  has been
issued  by  any   governmental   entity  which  permits,   revocation,   adverse
modification  or  termination of any FCC License.  All documents  required by 47
~C.F.R, Section 73.3526 to be kept in the Stations,  public inspection files are
in such file,  other than documents the absence of which either  individually or
in the aggregate  would be  immaterial  to the conduct of the  operations of the
Companies  as  presently  conducted,  or  the  Stations  or the  ability  of the
applicable Companies to renew the FCC Licenses, and such file will be maintained
in proper order and complete up to and through the Closing Date,  except for any
such immaterial documents.

         5.9  Intellectual  Property.  The  Companies  have  delivered  or  made
available to Purchaser a complete list of all Intellectual  Property on the date
hereof. To the Companies'  Knowledge,  except as otherwise set forth on Schedule
5.9 hereto,  the Companies own such Intellectual  Property free and clear of any
royalty, lien, encumbrance or charge. Except as set forth on Schedule 5.9 during
the two year period  immediately  preceding the date of this Agreement,  none of
the  Companies  has received any written  notice or written  claim that any such
Intellectual  Property is not valid or enforceable,  or of any infringement upon
or conflict with any patent, trademark, service mark, copyright or trade name of
any third party by the  Companies.  Except as set forth on Schedule 5.9,  during
the two year period  immediately  preceding the date of this Agreement,  none of
the  Companies  has given any  notice of  infringement  to any third  party with
respect to any of the Intellectual Property.

          5.10 Employee  Benefit Plans.  Attached as Schedule 5.10 is a complete
and accurate list, as of the date hereof,  of all employee  benefit  plans,  all
employee  welfare  benefit  plans,  all  employee  pension  benefit  plans,  all
multi-employer plans, and all multi-employer welfare arrangements (as defined in
Sections 3(1), (2), (37), and (40), respectively, of ERISA), which are currently
maintained  and/or  sponsored  by  the  Companies,  or to  which  the  Companies
currently  contribute,  or have  an  obligation  to  contribute  in the  future,
including,  without limitation,  employment  agreements and any other agreements
containing "golden parachute"  provisions and deferred  compensation  agreements
(collectively,  the "Plans"), together with a list of employees covered thereby.
Complete and accurate  copies of all Plans and any trusts  related  thereto have
been  provided to  Purchaser.  Schedule  5.10 also contains a list of all of the
plans that have been terminated by any Company within the past three years.

         5.11 Employee  Relations.  Except as set forth on Schedule 5.11 hereto,
the  employees of the  Companies  are not covered by any  collective  bargaining
agreement.  No strike,  work stoppage,!  slowdown or labor dispute involving any
employees  of the  Companies  has  occurred  during the past three  years or, to
Companies,  Knowledge, is threatened.  Schedule 5.11 also contains a list of all
employees of any Company and their salary or rate of pay.


                                      - 6 -

<PAGE>



         5.12  Insurance.  Schedule 5.12 hereto  contains a list of all material
insurance policies concerning the Business,  other than employee-benefit related
insurance policies. To the Companies'  Knowledge,  all such policies are in full
force and effect and no notice of cancellation or termination has been received.

         5.13 Material  Contracts.  Schedule 5.13 hereto  contains a list of all
the Material  Contracts,  and true copies of such agreements have been furnished
to  Purchaser  or have been  made  available  to  Purchaser.  To the  Companies'
Knowledge, there exists no default or event which, with notice or lapse of time,
or both, would constitute a default by any party to any such Material  Contract,
except  where such default  would not have a Material  Adverse  Effect.  Neither
Sellers nor the  Companies  have received  written  notice that any party to any
Material  Contract  intends  to cancel or  terminate  any such  agreement  or to
exercise or not to exercise any option to renew thereunder.

         5.14  Comipliance  with Laws.  Except as set forth on Schedule 5.14, to
the  Companies'  Knowledge,  each of the  Companies  is in  compliance  with all
applicable  Federal,  state and local laws, rules and regulations,  except where
the failure to so comply would not have a Material Adverse Effect.

         5.15 Litigation.  Except as set forth on Schedule 5.15 hereto, there is
no suit, claim, action,  proceeding or arbitration pending or, to the Companies'
Knowledge,  threatened against (i) any of the Companies,  or (ii) against any of
Sellers which seeks to enjoin or obtain  damages in respect of the  transactions
contemplated hereby. There is no outstanding citation,  order,  judgment,  writ,
injunction,   or  decree  of  any  court,   government,   or   governmental   or
administrative  agency against or affecting the Business or the Companies  which
could  reasonably  be  expected  to have a Material  Adverse  Effect,  except as
disclosed on Schedule 5.15.

         5.16 No Brokers.  Neither any Company nor any Seller nor anyone  acting
on the  behalf  thereof  has  employed  any  broker or finder  or  incurred  any
liability for any  brokerage  fees,  commissions  or finders' fees in connection
with the sale of the Stock and the transactions  contemplated by this Agreement,
other than the Company's engagement of Communications Equity Associates, Inc, as
exclusive  agent for the  Companies  and  Sellers,  to attempt  to  arrange  the
disposition of the Stock.

         5.17  Consents.  Except  (a)  for  filings,  consents,   approvals  and
authorizations  that the  failure  to obtain or make  would not have a  Material
Adverse  Effect,  (b) as set f orth on  Schedule  5.17  hereto,  (c) for filings
pursuant to the H-S-R Act, or (d) the  applications  requesting the approval and
consent of the FCC to the transactions  contemplated by this Agreement (the "FCC
Applications"),   no  filing,   consent,   approval  or   authorization  of  any
governmental authority or of any third party on the part of any Seller or any of
the Companies is required in connection  with the execution and delivery of this
Agreement by Sellers or the consummation of any of the transactions contemplated
hereby.


                                      - 7 -

<PAGE>



         5.18     Environmental.  Except as set forth on Schedule 5.18 hereto:

         (a) To the Companies' Knowledge, all of the operations of the Companies
at or from any Real Property  comply in all material  respects  with  applicable
Environmental  Laws.  To the  Companies,  Knowledge,  none of the  Companies has
engaged  in or  permitted  any  operations  or  activities  upon any of the Real
Property  for  the  purpose  of  or  involving  the  treatment,   storage,  use,
generation,   release,  discharge,   emission,  or  disposal  of  any  Hazardous
Substances  at  the  Real  Property,   except  in  substantial  compliance  with
applicable Environmental Laws.

         (b)  None  of the  Real  Property  is  listed  or,  to  the  Companies'
Knowledge,  proposed for listing on the National Priorities List pursuant to the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
42 U.S.C. 9601 et seq., or any similar inventory,  register or identification of
sites requiring  investigation  or remediation  maintained by any state or other
governmental authority.  The Companies have not received any written notice from
any governmental entity or third party of any actual or threatened Environmental
Liabilities with respect to the Real Property or the conduct of the Business.

         (c) To the Companies'  Knowledge,  there are no conditions  existing at
the Real  Property  that  require,  or which  with the  giving  of notice or the
passage of time or both would  likely  require  remedial or  corrective  action,
removal or closure pursuant to the Environmental Laws.

         (d) To the  Companies'  Knowledge,  the Companies have all the material
permits,  authorizations,  licenses,  consents and  approvals  necessary for the
current  conduct of the  Business and for the  operations  on, in or at the Real
Property  which are  required  under  applicable  Environmental  Laws and are in
substantial  compliance  with the  terms  and  conditions  of all such  permits,
authorizations, licenses, consents and approvals.

         5.19     Tax Matters.  Except as set forth on Schedule 5.19 hereto:

         (a) All Returns  with  respect to any material Tax required to be filed
by,  or with  respect  to,  the  Companies  have been  filed  when due in timely
fashion.  All Taxes shown as payable on such  Returns have been paid when due in
timely  fashion.  Sellers have made  available to Purchaser,  for the last three
taxable years,  copies of all income and franchise Tax Returns filed by, or with
respect to, the  Companies.  Sellers also have made  available to Purchaser  the
copies of all examination  reports and statements of deficiencies  assessed with
respect to the Companies for the last three taxable years.

         (b) No Tax Proceeding is currently  being conducted with respect to the
Companies  and none of the  Companies  has  received  notification  from any Tax
Authority  that it intends  to  commence a Tax  Proceeding  with  respect to any
Return.

         (c)  There  are  no  agreements  for  the  extension  of the  time  for
assessment of any Taxes relating to the Companies.

                                      - 8 -

<PAGE>



         (d)  There  are no liens on the  assets  of the  companies  for any Tax
currently due and owing.

         (e) None of the  Sellers is a "foreign  person" as that term is defined
in Section 1445 (f) (3) of the Code.

         (f) There is not, and will not be as of the Closing,  any  agreement or
consent made under Section 341(f) of the Code affecting any of the Companies.

         (g) None of the Companies has made, nor will become  obligated to make,
as a result of any event  connected with the  transaction  contemplated  by this
Agreement, any "excess parachute payment" as defined in Section 28OG of the Code
(without regard to subsection (b)(4) thereof).

         (h) All taxes of the  Companies for the year 1995 either have been paid
or will be paid prior to the Closing.

                                    SECTION 6

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers that:

         6.1  Organization  and Good Standing.  Purchaser is a corporation  duly
organized, validly existing, and in good standing under the laws of the State of
Maryland.  Purchaser  has full  corporate  power and  authority  to carry on its
business as it is now being conducted.

         6.2  Execution and Effect of  Agreement.  Purchaser has full  corporate
power and  authority  to enter  into this  Agreement.  The  consummation  of the
transactions  contemplated  hereby  has been duly  authorized  by all  necessary
corporate action on the part of Purchaser. This Agreement has been duly executed
and delivered by Purchaser and constitutes a legal, valid and binding obligation
of  Purchaser,  enforceable  against  Purchaser  in  accordance  with its terms,
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
other laws  affecting  the rights of creditors  generally and to the exercise of
judicial  discretion in accordance  with general  principles of equity  (whether
applied by a court of law or equity).

         6.3      No Conflicts.

         (a) Except as provided in Sections  6.3(b) and 6.4 hereof,  neither the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions  contemplated  hereby will (a) violate any of the provisions of the
charter or by-laws of  Purchaser,  (b) to  Purchaser's  Knowledge,  violate  any
provision of applicable  law, rule or regulation  which  violation  would have a
material  adverse effect on the business or financial  condition of Purchaser or
prevent or materially interfere with Purchaser's ability to perform hereunder or
(c) conflict with or result in

                                      - 9 -

<PAGE>



a breach  of,  or give rise to a right of  termination  of,  or  accelerate  the
performance  required  by the  terms of any  judgment,  court  order or  consent
decree, or any agreement,  indenture,  mortgage or instrument to which Purchaser
is a party  or to which  its  property  is  subject,  or  constitute  a  default
thereunder,   except  where  such  conflict,   breach,   right  of  termination,
acceleration or default would not have a material adverse effect on the business
or financial  condition of Purchaser  or prevent or  materially  interfere  with
Purchaser's ability to perform hereunder.

         (b) Purchaser has filed an application for consent to the assignment of
the  FCC  licenses  associated  with  WSTR-TV~,   Cincinnati,  Ohio  (the  "WSTR
Application"),  the Grade B contour  of which  overlaps  the Grade B contour  of
WDKY.  Purchaser  agrees  that it will amend the WSTR  Application  to request a
waiver of the  Commission's  rules  prohibiting  the  acquisition  of television
stations  with such  overlapping  contours  and  inform the  Commission  to give
precedence  to the  application  for  consent to the  transfer of control of the
licensee of WDKY. Purchaser further agrees that it will take any and all actions
that may be  reasonably  necessary to ensure that the Initial  Order will not be
delayed in any manner by any matter relating to the WSTR Application or WSTR-TV.

         6.4 Consents.  Except (i) as set forth on Schedule 6.4 hereto, (ii) for
filings  pursuant  to the H-S-R Act, or (iii) the FCC  Applications,  no filing,
consent, approval or authorization of any governmental authority or of any third
party on the part of Purchaser is required in connection  with the execution and
delivery  of this  Agreement  by  Purchaser  or the  consummation  of any of the
transactions contemplated hereby.

         6.5  Availability  of  Funds.  Purchaser  has  available  and will have
available on the Closing Date  sufficient  funds to enable it to consummate  the
transactions  contemplated  by this  Agreement,  including  the  payment  of the
Purchase  Price.  At Sellers'  request,  Purchaser  shall  provide  Sellers with
evidence reasonably satisfactory to Sellers of the availability of such funds.

         6.6  Litigation.  There  is  no  suit,  claim,  action,  proceeding  or
arbitration pending or, to Purchaser's  Knowledge,  threatened against Purchaser
which  seeks  to  enjoin  or  obtain  damages  in  respect  of the  transactions
contemplated hereby.

         6.7 No Brokers.  Except for Alex Brown & Sons, Inc.,  neither Purchaser
nor anyone  acting on its behalf has  employed  any broker or finder or incurred
any liability for any brokerage fees, commissions or finders' fees in connection
with  the  purchase  of the  Stock  and the  transactions  contemplated  by this
Agreement.

         6.8 FCC. Except for the ministerial confirmation by the FCC that the 12
station national ownership limit in its existing regulations has been eliminated
by the enactment of the  Communications  Act of 1996,  Purchaser is qualified to
acquire  control of the FCC Licenses as contemplated by this Agreement under the
Communications  Act of 1934  and the FCC  Rules  and  Regulations,  without  any
requirement to obtain any waiver thereof.  Except as described in Section 6.3(b)
, there is no state of affairs  relating  directly or indirectly to Buyer or its
plans for

                                     - 10 -

<PAGE>



the Companies or the Stations  that could  reasonably be expected to result in a
refusal by the FCC to approve the transactions  contemplated  hereby or to delay
such approval.

                                    SECTION 7

                         ADDITIONAL PROVISIONS REGARDING
                         REPRESENTATIONS AND WARRANTIES

         7.1 Limitation; Survival. Except as specifically set forth herein or in
any Schedule, Exhibit or other document delivered pursuant hereto, neither party
has made any  representation  or warranty with respect to the transactions to be
consummated hereunder.  Except as set forth in the last sentence of this Section
7.1,  the  representations  and  warranties  herein and the  obligations  of the
parties  shall  survive  the  Closing  for  a  period  of  one  year.   Sellers'
representations  and warranties in Section 5.18  (environmental  matters) hereof
shall survive the Closing for a period of two years and Sellers'  representation
and  warranties  set forth in Section 5.19 (tax matters) shall survive until the
applicable  statute  of  limitations  for the  imposition  of that  Tax has run,
provided,  however,  that any claims  that have been made before such date shall
survive until the final resolution thereof.

         7.2 Right to Update  Schedules.  Sellers shall have the right,  without
being deemed to be in breach of its  representations and warranties set forth in
this  Agreement,  to supplement or amend the  Schedules to this  Agreement  with
respect to any matter arising after the date hereof or, as to any representation
and warranty  that is limited to  Companies'  Knowledge,  discovered  by Sellers
between the date hereof and the Closing Date.

         7.3 Knowledge of Purchaser or Sellers.  If any party hereto (a "Knowing
Party") has knowledge  upon its  execution and delivery of this  Agreement or at
Closing that any other party  hereto (an "Other  Party") is or will be in breach
of any  representation  or warranty made or to be made in this Agreement by such
other  Party,  then  such  Knowing  Party  shall  not have any  right or  remedy
(including  indemnification  pursuant to Section 10 below) with  respect to such
breach,  and  the  Other  Party  will  not be  deemed  to be in  breach  of such
representation or warranty.

         7.4  Schedules  and  Exhibits.  Disclosure  of any  fact or item in any
Schedule or Exhibit  hereto shall be deemed to have been  disclosed in all other
Schedules or Exhibits  requiring  such  disclosure and for purposes of all other
representations and warranties made herein.

                                    SECTION 8

                                   TAX MATTERS

         8.1  Section  338  Election.  Notwithstanding  anything  set forth this
Agreement to the contrary,  Purchaser shall be responsible for and shall pay all
Tax  Liabilities  resulting from an actual or deemed election made under Section
338 of the Code (or any comparable provision

                                     - 11 -

<PAGE>



under  foreign,  state or local  law) with  respect to any of the  Companies  in
connection with the purchase of stock on the Closing Date.

                                    SECTION 9

                      ADDITIONAL COVENANTS AND UNDERTAKINGS

         9.1 Further Assurances and Assistance. Purchaser and Sellers agree that
each will execute and deliver to the other any and all documents, in addition to
those  expressly  provided for herein,  that may be necessary or  appropriate to
implement the  provisions of this  Agreement,  whether  before,  at or after the
Closing. The parties agree to cooperate with each other to any extent reasonably
required in order to accomplish fully the transactions herein contemplated.

         9.2  Access to  Information.  Sellers,  from and after the date of this
Agreement  and until the Closing  Date,  shall give  Purchaser  and  Purchaser's
employees  and counsel full and complete  access upon  reasonable  notice during
normal  business  hours,  to  all  officers,   employees,  offices,  properties,
agreements,  records and affairs of the  Companies or otherwise  relating to the
Business,   will  provide  Purchaser  with  all  regularly   prepared  financial
statements  of the  Companies,  and  will  provide  copies  of such  information
concerning the Companies and the Business as Purchaser may  reasonably  request;
provided,  however,  that the foregoing shall not permit  Purchaser or any agent
thereof to (i) disrupt the  Business or (ii) contact any employee of any Company
without   providing   reasonable   prior   notice  to  Sellers  and  allowing  a
representative  of Sellers to be  present.  In  addition,  while  Purchaser  may
perform a Phase I study,  Purchaser shall not perform  intrusive  testing on any
Real Property without Sellers' consent, which will not be unreasonably withheld.

         9.3 Conduct of Business  Prior to Closing.  Except as  contemplated  by
this  Agreement,  from and  after  the  date  hereof  Sellers  shall  use  their
reasonable  best efforts  (without  requiring  Sellers or the Companies to incur
material  costs or expenses  outside the  ordinary  course of the  Business)  to
conduct such Business in the ordinary  course.  Except as  contemplated  by this
Agreement or as consented to by Purchaser  (which consent shall not unreasonably
be withheld),  from and after the date hereof Sellers shall act, and shall cause
the Companies to act, as follows:

         (a) The Companies  will not adopt any material  change in any method of
accounting or accounting practice, except as contemplated or required by GAAP;

         (b) None of the Companies will amend its charter or by-laws;

         (c)  Except  (i) for  the  disposition  of  obsolete  equipment  in the
ordinary course of business,  or (ii) as set forth on Schedule 9.3 hereto,  none
of the  Companies  will  sell,  mortgage,  pledge or  otherwise  dispose  of any
material assets or properties owned or used in the operation of the Business;


                                     - 12 -

<PAGE>



         (d) None of the Companies will merge or  consolidate  with, or agree to
merge or consolidate with, or purchase or agree to purchase all or substantially
all of the assets of, or otherwise acquire, any other business entity;

         (e) None of the Companies  will  authorize for issuance,  issue or sell
any  additional  shares of its capital stock or any  securities  or  obligations
convertible  into  shares of its  capital  stock or issue or grant  any  option,
warrant or other right to purchase any shares of its capital stock;

         (f) None of the Companies will incur, or agree to incur,  any debt f or
borrowed money other than draws under the Companies,  existing  revolving credit
agreement; and

         (g) None of the Companies will change its historic practices concerning
the payment of accounts payable.

         9.4 H-S-R Act. Each of Purchaser and Sellers shall, within ten Business
Days  following the date hereof,  file duly  completed  and executed  Pre-Merger
Notification  and  Report  Forms as  required  under  the  H-S-R  Act and  shall
otherwise use their respective best efforts (without  requiring either Purchaser
or Sellers to incur  material  costs or  expenses) to comply  promptly  with any
requests  made by the Federal  Trade  Commission  or the  Department  of Justice
pursuant to the H-S-R Act or the regulations promulgated thereunder.  All filing
fees and other similar  payments in connection with the H-S-R Act shall be split
equally by Purchaser and the Company.

         9.5      FCC Application.

         (a) Each of Purchaser  and Sellers  shall,  within five  Business  Days
following the date hereof, file with the FCC the FCC Applications; provided that
the  parties  shall  cooperate  with each  other in the  preparation  of the FCC
Applications  and shall in good faith and with due diligence take all reasonable
steps necessary to expedite the processing of the FCC Applications and to secure
such consents or approvals as expeditiously as practicable. If the Closing shall
not have  occurred for any reason  within the initial  effective  periods of the
granting of FCC approval of any of the FCC Applications, and no party shall have
terminated  this Agreement  under Section 14, the parties shall jointly  request
and use their  respective  best efforts to obtain one or more  extensions of the
effective  periods of such grants.  No party shall  knowingly  take,  or fail to
take, any action the intent or reasonably anticipated consequence of which would
be to cause the FCC not to grant approval of the FCC Applications.

         (b) Sellers  shall  publish  the notices  required by the FCC Rules and
Regulations  relative  to the  filing  of the FCC  Applications.  Copies  of all
applications,  documents and papers filed after the date hereof and prior to the
Closing,  or filed after the Closing with respect to the transactions under this
Agreement,  by  Purchaser  or Sellers  with the FCC shall be mailed to the other
simultaneously  with the filing of the same with the FCC.  Each party shall bear
its own costs and expenses (including the fees and disbursements of its counsel)
in connection with the

                                     - 13 -

<PAGE>



preparation  of the  portion  of the  application  to be  prepared  by it and in
connection with the processing of that  application.  All filing and grant fees,
if any, paid to the FCC, shall be borne 50% by Purchaser and 50% by the Company.
None of the  information  contained  in any filing made by  Purchaser or Sellers
with the FCC with respect to the  transactions  contemplated  by this  Agreement
shall contain any untrue statement of a material fact.

         9.6 Books and Records.  Following the Closing,  Purchaser  shall permit
each Seller (a) to have reasonable  access to the books and records of Purchaser
and those  retained or maintained by the Companies  relating to the operation of
the Business  prior to the Closing or after the Closing to the extent related to
transactions  or  events  occurring  prior  to the  Closing,  and  (b)  to  have
reasonable  access  to  employees  of the  Companies  and  Purchaser  to  obtain
information  relating to such matters.  Purchaser  shall maintain such books and
records for a period of seven years following the Closing.

         9.7      Employees and Employee Benefits.

         (a)  Purchaser  acknowledges  that  the  Companies  are  party  to  the
employment contracts identified on Schedule 9.7 hereto, which shall continue for
the benefit of the Companies following the Closing.

         (b) Purchaser  acknowledges  that the  employment  contracts  listed on
Schedule  9.7  contain  severance  obligations  that will be the  obligation  of
Purchaser  following the Closing.  With regard to the  employment  contract with
Albert M. Holtz,  Purchaser  acknowledges  that Mr, Holtz will be resigning from
Superior as of the Closing Date and that,  under Section 13(b) of his employment
agreement,  he is entitled  to receive  his base salary of $150,000  and current
benefits for one year. On the Closing  Date,  the Company will pay $150,000 less
applicable  withholding  to Mr. Holtz and will agree to maintain,  at Superior's
expense,  Mr, Holtz's existing healthcare and disability insurance for one year.
At or before the Closing,  Superior will, if requested by Mr. Holtz, transfer to
Mr, Holtz, at no cost, any life insurance  policy  maintained by Superior on Mr.
Holtz's life, Perry A. Sook has a similar  contract with Superior.  In the event
that he decides to  terminate  the contract as a result of the change of control
of  Superior,  he will be entitled to be treated in the same manner as Mr. Holtz
under this section.  Any payment by Superior  under this section will not reduce
Cash on Hand.

         (c) The  Sellers  may direct the  Companies  to pay  bonuses to various
employees in connection with the transfer of the Stations, Any such amounts (and
related  payroll  taxes) shall  reduce Cash on Hand,  To the extent such amounts
cause Cash on Hand to become negative, they will reduce the Purchase Price.

         9.8 Control of Stations.  From the date hereof until the Closing  Date,
subject  to the  express  provisions  of this  Agreement,  Purchaser  shall  not
directly  or  indirectly  control,  supervise  or direct  the  operation  of the
Stations.

                                                  

                                     - 14 -

<PAGE>

                                   SECTION 10

                                 INDEMNIFICATION

         10.1  Indemnification  of Purchaser by Sellers.  (a) Subject to Section
10.3  hereof,  each Seller,  for itself or himself,  as the case may be, and not
jointly,  shall  indemnify and hold Purchaser  harmless from and against any and
all Loss,  however  incurred,  which arises out of or results from any breach by
such  Seller of any  representation  or  warranty of such Seller as to itself or
himself, in Section 5.1 of this Agreement.

         (b) Subject to Section 10.3 hereof, Sellers shall jointly and severally
indemnify  and hold  Purchaser  harmless  from  and  against  any and all  Loss,
howsoever incurred, which arises out of or results from:

                  (i) any breach by Sellers of any representation or warranty of
Sellers set forth in Section 5 of this Agreement  other than any  representation
or warranty of any Seller set forth in Section 5.1 of this Agreement; or

                  (ii) the  material  failure by Sellers to perform any covenant
of Sellers contained herein.

         10.2  Indemnification of Sellers by Purchaser.  Subject to Section 10.3
hereof, Purchaser shall indemnify and hold Sellers harmless from and against any
and all Loss, howsoever incurred, which arises out of or results from:

         (a) any  breach by  Purchaser  of any  representation  or  warranty  of
Purchaser set forth in Section 6 of this Agreement;

         (b) the  material  failure by  Purchaser  t~o perform  any  covenant of
Purchaser contained herein;

         (c) the  assertion of any claim by any third party  against  Sellers or
any Affiliate  thereof (other than the Companies)  relating to any aspect of the
Business, including, without limitation, any past, present or future liabilities
or  obligations of the  Companies,  whether actual or contingent  other than any
claim  constituting  a breach of  representation  or warranty by Sellers in this
Agreement,

         10.3  Limitations  and  Other  Provisions   Regarding   Indemnification
Obligations.

         (a)  Notwithstanding  the provisions of Section 10.1 hereof , Purchaser
shall not be entitled to receive  indemnification  payments  with respect to any
Loss  under  Section  10.1  hereof  except  if and to the.  extent  that (i) the
aggregate  amount of Losses incurred by Purchaser and its Affiliates to which it
or they would  otherwise  be  entitled to  indemnification  under  Section  10.1
hereof,  exceeds $ 200,000,  (ii) with respect to Tax Liabilities only, such Tax
Liability  exceeds the Tax Reserve  and (iii) with  respect to Losses  after the
first  Loss for  which  Purchaser  claims  indemnification,  such  Loss  exceeds
$50,000.

                                     - 15 -

<PAGE>



         (b) No party  otherwise  required  to  indemnify  any other  party with
respect to any Tax Liability  shall have any  obligation to indemnify such other
party until there has been a Final Determination with respect to any such Taxes,
at which time indemnification shall be promptly made.

         (c) In case  any  event  shall  occur  which  would  otherwise  entitle
Purchaser  to assert a claim for  indemnification  hereunder,  no Loss  shall be
deemed to have been  sustained by Purchaser to the extent of (i) any tax savings
realized or realizable by Purchaser or its Affiliates with respect  thereto,  or
(ii) the  failure by  Purchaser  to  mitigate  such Loss as  provided in Section
10.3(f)  hereof,  or (iii) any  proceeds  received or otherwise  recoverable  by
Purchaser  from any third  party,  including  but not  limited to any  insurance
carrier.

         (d) In addition to the other limitations set forth in this Section 10:

                  (i)   Each   Seller's   liability   for  its   indemnification
obligations  in Section  10.1 (a) hereof  shall not exceed its Pro Rata Share of
the aggregate  payments required to be made by Sellers thereunder (each Seller's
Pro Rata Share  being the  percentage  of the  proceeds  received by all Sellers
under this  Agreement  which is received by such Seller under this  Agreement) ;
and

                  (ii) Sellers, liability for their indemnification  obligations
in Section  10.1(b)  hereof  shall not exceed the amount of the  indemnification
Escrow, and Purchaser's right to indemnification  shall be limited to the monies
contained in the Indemnification Escrow.

         (e) No  claim  for  indemnification  for a Loss  shall  be  made  after
expiration of the applicable period set forth in Section 7.1 hereof.

         (f)  Purchaser  shall  take or  cause to be taken  all such  steps  and
actions  as are  necessary  or as  Sellers  may  reasonably  require in order to
mitigate any Loss otherwise indemnifiable under this Agreement.  Nothing in this
Agreement  shall, or shall be deemed to, relieve  Purchaser of any common law or
other duty to mitigate  any Loss  incurred  by it. In no event shall  Sellers be
liable to Purchaser for any indirect,  special, incidental or consequential loss
or damages.

         (g)  Indemnification  pursuant to this Section 10 shall be the sole and
exclusive  remedy of each party  hereto with respect to any Loss as to which the
provisions of Sections 10.1 or 10.2 hereof,  as the case may be, are applicable,
notwithstanding that indemnification may not be available.

         (h) Any payments  made by either party hereto  pursuant to this Section
10 shall be treated as an adjustment to the Purchase Price.

         10.4     Notice of Claim Defense of Action.


                                     - 16 -

<PAGE>



         (a) An indemnif ied party shall  promptly  give the  indemnifying  part
(ies) notice of any matter which an  indemnified  party has determined has given
or could give rise to a right of indemnification  under this Agreement,  stating
the nature  and,  if known,  the amount of the Loss,  and method of  computation
thereof,  all with  reasonable  particularity  and containing a reference to the
provisions of this  Agreement in respect of which such right to  indemnification
is claimed  or arises;  provided  that the  failure of any party to give  notice
promptly  as required in this  Section  10.4 shall not relieve any  indemnifying
party of its indemnification  obligations except to the extent that such failure
materially  prejudices the rights of such  indemnifying  party. The indemnif ied
party shall give  continuing  notice  promptly  thereafter  of all  developments
coming to the  indemnified  party's  attention  materially  affecting any matter
relating to any indemnification claims.

         (b) The obligations and liabilities of an indemnifying party under this
Section 10 with  respect to Losses  arising  from claims of any third party that
are subject to the  indemnification  provided  for in this  Section 10, shall be
governed by and contingent upon the following additional terms and conditions:

                  (i) With respect to third party claims, promptly after receipt
by an  indemnified  party of notice  of the  commencement  of any  action or the
presentation  or  other  assertion  of  any  claim  which  could  result  in any
indemnification  claim pursuant to Section 10.1 or 10.2 hereof, such indemnified
party shall give prompt  notice  thereof to the  indemnifying  part(ies) and the
indemnifying  part (ies)  shall be entitled  to  participate  therein or, to the
extent that it shall wish, assume the defense thereof with its own counsel.

                  (ii)  If the  indemnifying  part(ies)  elects  to  assume  the
defense of any such action or claim,  the  indemnifying  part (ies) shall not be
liable  to the  indemnified  party  for any fees of other  counsel  or any other
expenses, in each case incurred by such indemnified party in connection with the
defense thereof, unless representation of both parties by the same counsel would
be prohibited under the applicable Code of Professional Responsibility.

                  (iii) The indemnifying part(ies) shall be authorized,  without
consent of the  indemnified  party being  required,  to settle or compromise any
such action or claim,  provided that such  settlement or compromise  includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim.

                  (iv) Whether or not an indemnifying part(ies) elects to assume
the  defense of any action or claim,  the  indemnifying  part(ies)  shall not be
liable for any  compromise or  settlement  of any such action or claim  effected
without its consent, such consent not to be unreasonably withheld.

                  (v) The  parties  agree to  cooperate  to the  fullest  extent
possible in  connection  with any claim for which  indemnification  is or may be
sought under this Agreement, including, without limitation, making available all
witnesses, pertinent records, materials and information

                                     - 17 -

<PAGE>



in its  possession  or under  its  control  relating  thereto  as is  reasonably
requested by the other party.

                                   SECTION 11

           CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARTIES TO CLOSE


         11.1  Conditions  to the  Obligation of  Purchaser.  The  obligation of
Purchaser to consummate the Closing is subject to the fulfillment or waiver,  on
or prior to the Closing Date, of each of the following conditions precedent:

         (a) Sellers  shall have  complied in all material  respects  with their
agreements  and  covenants  contained  herein to be performed at or prior to the
Closing,  and the  representations  and warranties of Sellers  contained  herein
shall be true and correct in all material respects on and as of the Closing Date
with the same effect as though made on and as of the Closing  Date,  except that
representations  and  warranties  that were made as of a  specified  date  shall
continue on the Closing  Date to have been true as of the  specified  date,  and
Purchaser shall have received a certificate of one of Sellers' Agents,  dated as
of  the  Closing  Date  and  signed  by  Sellers  Agent,  certifying  as to  the
fulfillment of the condition set forth in this Section 11.1(a)  (Sellers' Bring-
Down Certificate").

         (b)  No  statute,  rule  or  regulation,  or  order  of  any  court  or
administrative  agency shall be in effect which restrains or prohibits Purchaser
from consummating the transactions contemplated hereby.

         (c) All  applicable  waiting  periods  under the  H-S-R Act shall  have
expired or been terminated.

         (d) All consents  identified on Schedule  5.17, if any, shall have been
received.

         (e) The Initial  Orders  approving  the  applications  for  transfer of
control of the Companies holding the FCC Licenses shall have been obtained.  All
the material conditions contained in the Initial Orders required to be satisfied
on or prior to the Closing Date shall have been duly  satisfied  and  performed.
Notwithstanding  the  foregoing,  if the  consent of the FCC is  conditional  or
qualified in any manner (other than one relating to WSTR-TV) that has a Material
Adverse  Effect  on  Purchaser,   Purchaser  may,  nevertheless,   in  its  sole
discretion,  require the consummation of the  transactions  contemplated by this
Agreement,  but  shall  not be  required  to do  so.  No  reporting  conditions,
admonitions  or  forfeitures  shall be deemed to have  such a  Material  Adverse
Effect.

         (f) Sellers  shall have  delivered  to  Purchaser  at the Closing  each
document required by Section 12.1 hereof.


                                     - 18 -

<PAGE>



         (g) The Company shall have  delivered to Purchaser a written  statement
from Heller  Financial,  Inc., as to the amount of Funded Debt held by it on the
Closing Date.

         11.2 Conditions  Precedent to the Obligation of Sellers. The obligation
of Sellers to consummate the Closing is subject to the fulfillment or waiver, on
or prior to the Closing Date, of each of the following conditions precedent:

         (a)  Purchaser  shall have  complied in all material  respects with its
agreements  and  covenants  contained  herein to be performed at or prior to the
Closing,  and the  representations  and warranties of Purchaser contained herein
shall be true and correct in all material respects on and as of the Closing Date
with the same effect as though made on and as of the Closing  Date,  except that
representations  and  warranties  that were made as of a  specified  date  shall
continue on the Closing  Date to have been true as of the  specified  date,  and
Seller shall have received a certificate  of Purchaser,  dated as of the Closing
Date and signed by an officer of Purchaser,  certifying as to the fulfillment of
the  condition  set  forth  in this  Section  11.2(a)  ("Purchaser's  Bring-Down
Certificate") .

         (b)  No  statute,  rule,  or  regulation  or  order  of  any  court  or
administrative  agency shall be in effect which  restrains or prohibits  Sellers
from consummating the transactions contemplated hereby.

         (c)  All applicable  waiting  periods  under the  H-S-R Act shall  have
expired or been terminated.

         (d)  The  issuance  by  the  FCC  of  Initial   Orders   approving  the
applications  for transfer of control of the material FCC Licenses  contemplated
by this Agreement shall have occurred.  There shall have been duly satisfied and
performed on or prior to the Closing Date all the material conditions  contained
in the Initial orders required to be so satisfied;

         (e)  Purchaser  shall have  delivered  to Sellers  at the  Closing  the
Purchase Price and each document required by Section 12.2 hereof.

                                   SECTION 12

                            DELIVERIES AT THE CLOSING

         12.1  Deliveries  by Sellers.  At the Closing,  Sellers will deliver or
cause to be delivered at the Closing to Purchaser:

         (a) Sellers' Bring-Down Certificate;

         (b) a legal opinion of Kirkpatrick & Lockhart LLP,  counsel to Sellers,
substantially in the form attached as Exhibit C hereto;


                                     - 19 -

<PAGE>



         (c) stock  certificates  evidencing  the  Stock,  together  with  stock
powers,  dated as of the Closing  Date and executed by the  respective  Sellers,
transferring the Stock to Purchaser; and

         (d) the original  corporate  minute books,  stock  registry and seal of
each of the Companies (to the extent available).

         12.2  Deliveries  by Purchaser.  Purchaser  will deliver or cause to be
delivered at the Closing to Sellers, the Disbursing Agent or the Indemnification
Escrow Agent, as the case may be:

         (a) Purchaser's Bring-Down Certificate;

         (b) a legal opinion of Thomas & Libowitz,  P,A.,  counsel to Purchaser,
substantially in the form attached as Exhibit D hereto; and

         (c) the Purchase Price as required pursuant to Section 3.1 hereof.

                                   SECTION 13

                                    EXPENSES

         Except as provided in Sections 9.4 and 9.5, each party will pay its own
fees,  expenses,  and  disbursements and those of its counsel in connection with
the subject matter of this Agreement  (including the  negotiations  with respect
hereto and the  preparation of any  document(s) and all other costs and expenses
incurred  by it in the  performance  and  compliance  with  all  conditions  and
obligations to be performed by it pursuant to this Agreement or as  contemplated
hereby.

                                   SECTION 14

                                   TERMINATION

                  (a)  Termination.  This  Agreement may be  terminated  and the
transactions  contemplated hereby may be abandoned at any time prior to Closing:
(i) by mutual written consent of Purchaser and Sellers;  or (ii) by any party to
this Agreement,  upon written notice to the other parties, at any time after 240
days  following  the date  hereof,  except  that the  right  to  terminate  this
Agreement pursuant to this Section 14 shall not be available to (A) Sellers,  if
the  failure to  consummate  the Closing on or before such date was caused by or
resulted from Sellers'  failure to fulfill any of their  obligations  under this
Agreement  or (B)  Purchaser,  if the  failure to  consummate  the Closing on or
before such date was caused by or resulted from  Purchaser's  failure to fulfill
any of its obligations under this Agreement. Upon such termination,  all further
obligations  of the parties hereto shall become null and void and no party shall
have any liability to any other party, unless the basis for such termination was
the  failure by such party to fulfill its  covenants  and  agreements  set forth
herein. Notwithstanding anything to the contrary herein, the

                                     - 20 -

<PAGE>



provisions  of the  Confidentiality  Letter dated as of October 27, 1995 between
Purchaser's  representative and the Company (the  "Confidentiality  Agreement"),
shall remain in effect either until the Closing, if it occurs, or for the stated
term thereof, if there is no Closing.

                  (b)  Liquidated  Damages,   Notwithstanding  anything  to  the
contrary  contained  in  this  Agreement,  if  Purchaser  shall  default  in its
obligations  to  consummate  this  Agreement,  then Sellers  shall  receive upon
demand,  as liquidated  damages for and in full settlement of all claims against
Purchaser in connection with this Agreement,  the amount  deposited by Purchaser
with the Escrow  Agent,  the nature of this  transaction  being such as will not
permit any exact  determination  of the damage  that may be  suffered by Sellers
under such circumstances.

                                   SECTION 15

                                     NOTICES

         All  notices,  requests,   consents,   payments,   demands,  and  other
communications required or contemplated under this Agreement shall be in writing
and (a) personally  delivered or sent via telecopy (receipt  confirmed).  or (b)
sent by Federal Express or other reputable  overnight delivery service (for next
Business Day delivery), shipping prepaid, as follows:

                  If to Purchaser to:

                  Mr. David Smith
                  Chief Executive Officer
                  Sinclair Broadcast Group, Inc,
                  2000 West 41st Street
                  Baltimore, MD 21211-1420

                  Fax: 410-467-5043

                  With a copy to:

                  Steven A, Thomas, Esq.
                  Thomas & Libowitz, P.A.
                  Suite 1100
                  100 Light Street
                  Baltimore, MD 21202-1053

                  Fax: 410-752-2046

                  If to Sellers to:

                  Albert M. Holtz
                  Chairman

                                     - 21 -

<PAGE>



                  Superior Communications Group, Inc.
                  Manor Oak II
                  Suite 658
                  Pittsburgh, PA 15220

                  with a copy to:

                  John C. Rodney, Esquire
                  Kirkpatrick & Lockhart LLP
                  1500 Oliver Building
                  Pittsburgh, PA 15222

or to such other  Persons or addresses as any Person may request by notice given
as aforesaid, Notices shall be deemed given and received at the time of personal
delivery or completed telecopying,  or, if sent by Federal Express or such other
overnight delivery service one Business Day after such sending.

                                   SECTION 16

                                 SELLERS' AGENTS

         16.1 Sellers' Agents.  Each of the Sellers hereby irrevocably  appoints
Albert M. Holtz, PNC Capital Corp and Primus Capital Fund II Limited Partnership
(herein called the "Sellers'  Agents") as his or its agent and  attorney-in-fact
to take any action  required or  permitted  to be taken by such Seller under the
terms of this  Agreement,  including  without  limiting  the  generality  of the
foregoing, the payment of expenses relating to the transactions  contemplated by
the  Agreement,  and the right to waive modify or amend any of the terms of this
Agreement in any respect, whether or not material, and agrees to be bound by any
and all actions taken by the Sellers' Agents on his or its behalf. Any action to
be taken by the Sellers,  Agents shall be unanimous.  In the event of the death,
incapacity or liquidation of any of Sellers' Agents, such person or entity shall
not be  replaced  and the  remaining  Sellers'  Agents  shall  continue  in that
capacity.  The Sellers  agree  jointly and  severally to indemnify  the Sellers'
Agents  from and  against  and in respect of any and all  liabilities,  damages,
claims,  costs,  and expenses,  including  but not limited to  attorneys'  fees,
arising out of or due to any action by them as the  Sellers,  Agents and any and
all  actions,  proceedings,  demands,  assessments,  or  judgments,  costs,  and
expenses incidental thereto,  except to the extent that the same result from bad
faith or gross negligence on the part of the Sellers' Agents, Purchaser shall be
entitled  to rely  exclusively  upon any  communications  given by the  Sellers'
Agents on behalf of any Seller,  and shall not be liable for any action taken or
not taken in reliance upon the Sellers,  Agents,  Purchaser shall be entitled to
disregard any notices or  communications  given or made, by Sellers unless given
or made through the Sellers' Agents.



                                     - 22 -

<PAGE>


                                   SECTION 17

                                  MISCELLANEOUS

     17.1 Headings. The headings contained in this Agreement (including but
not  limited to the  titles of the  Schedules  and  Exhibits  hereto)  have been
inserted for the  convenience  of reference  only, and neither such headings nor
the placement of any term hereof under any  particular  heading shall in any way
restrict  or modify  any of the terms or  provisions  hereof.  Terms used in the
singular  shall be read in the  plural,  and vice  versa,  and terms used in the
masculine gender shall be read in the feminine or neuter gender when the context
so requires.

         17.2  Schedules  and Exhibits.  All Schedules and Exhibits  attached to
this  Agreement  constitute  an  integral  part of this  Agreement  as if  fully
rewritten herein.

         17.3 Execution in  Counterparts.  This Agreement may be executed in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same document.

         17.4 Entire Agreement.  This Agreement,  the Related Agreements and the
documents  to be  delivered  hereunder  and  thereunder  constitute  the  entire
understanding  and agreement  between the parties hereto  concerning the subject
matter  hereof.  All  negotiations  and writings  between the parties hereto are
merged  into  this  Agreement,  and there  are no  representations,  warranties,
covenants, understandings, or agreements, oral or otherwise, in relation thereto
between  the parties  other than those  incorporated  herein or to be  delivered
hereunder.

         17.5  Governing Law. This Agreement is to be delivered in and should be
construed in  accordance  with and governed by the laws of the  Commonwealth  of
Pennsylvania without giving effect to conflict of laws principles.

         17.6  Modification. This Agreement cannot be modified or amended except
in writing signed by each of the parties hereto.

         17.7  Successors  and Assigns.  Neither this  Agreement  nor any of the
rights  and   obligations   hereunder  shall  be  assigned,   delegated,   sold,
transferred,  sublicensed,  or  otherwise  disposed  of by  operation  of law or
otherwise,  without  the prior  written  consent  of each of the  other  parties
hereto, provided,  however, that Purchaser may assign its rights and obligations
hereunder  to one or more  subsidiaries  so long as Purchaser is not relieved of
its obligations  hereunder.  In the event of such permitted  assignment or other
transfer,  all of the  rights,  obligations,  liabilities,  and other  terms and
provisions of this Agreement shall be binding upon, inure to the benefit of, and
be  enforceable  by and against,  the  respective  successors and assigns of the
parties hereto, whether so expressed or not.

         17.8  Waiver.  Any waiver of any  provision  hereof (or in any  related
document or instrument)  shall not be ef f ective unless made expressly and in a
writing  executed in the name of the party sought to be charged.  The failure of
any party to insist, in any one or more instances,  on performance of any of the
terms or conditions of this Agreement shall not be

                                     - 23 -

<PAGE>



construed as a waiver or  relinquishment  of any rights granted  hereunder or of
the  future  performance  of any such  term,  covenant,  or  condition,  but the
obligations  of the parties with respect hereto shall continue in full force and
effect.

         17.9  Severability.  The  provisions.of  this Agreement shall be deemed
severable,  and if any  part  of any  provision  is held  to be  illegal,  void,
voidable,  invalid,  nonbinding or unenforceable in its entirety or partially or
as to any party, for any reason, such provision may be changed,  consistent with
the intent of the parties hereto, to the extent reasonably necessary to make the
provision,  as so  changed,  legal,  valid,  binding,  and  enforceable.  If any
provision of this  Agreement  is held to be illegal,  void,  voidable,  invalid,
nonbinding or unenforceable in its entirety or partially or as to any party, for
any reason,  and if such provision cannot be changed  consistent with the intent
of the parties hereto to make it fully legal,  valid,  binding and  enforceable,
then such provisions  shall be stricken from this  Agreement,  and the remaining
provisions of this Agreement  shall not in any way be affected or impaired,  but
shall remain in full force and effect.

         17.10  Announcements.  From the  date of this  Agreement,  all  further
public announcements relating to this Agreement or the transactions contemplated
hereby will be made only as agreed upon  jointly by the parties  hereto,  except
that  nothing  herein  shall  prevent  any  Seller or any  Affiliate  thereof or
Purchaser  from  making  any  disclosure  in  connection  with the  transactions
contemplated  by this  Agreement if required by applicable law or otherwise as a
result of its, or its Affiliate's,  being a public company,  provided that prior
notice of such disclosure is given to the other party hereto.

         17.11 Specific  Performance.  Sellers  acknowledge  that Purchaser will
have no adequate  remedy at law if Sellers fail to perform  their  obligation to
consummate the sale of Stock contemplated  under this Agreement.  In such event,
Purchaser  shall have the right, in addition to any other rights it may have, to
specific performance of this Agreement.

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

PURCHASER:                                     SELLERS:

SINCLAIR BROADCAST GROUP, INC.                 PNC CAPITAL CORP.



By:/s/ David Smith                             By:/s/ Gary J. Zentner
          David Smith                               Gary J. Zentner
Title:  Chief Executive Off icer                    Title:  Presdient

                                               PRIMUS CAPITAL FUND II
                                               LIMITED PARTNERSHIP

                                     - 24 -

<PAGE>



                                               By:  Primus Management II,
                                                      General Partner
                                               By:  Primus Venture Partners,
                                                      General Partner

                                               Title:/s/ Kevin J. McGinty
                                                       Kevin J. McGinty
                                                       General Partner


                                               /s/ Albert M. Holtz
                                               ALBERT M. HOLTZ


                                               /s/ Perry A. Sook
                                               PERRY A. SOOK


                                               /s/ Richard J. Roberts
                                               RICHARD J. ROBERTS


                                               /s/ George F. Boggs
                                               GEORGE F. BOGGS

                                     - 25 -

<PAGE>



                                     ANNEX 1

                                   DEFINITIONS

                  As  used  in  the  attached  Stock  Purchase  Agreement,   the
following terms shall have the corresponding meaning set forth below:

                  a.       "Affiliate"  of,  or a Person  "Affiliated"  with,  a
specified Person, means a Person who directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, the
Person specified.

                  b.       "Agreement" has the meaning set forth in the preamble
to the attached Stock Purchase Agreement.

                  c.       "Business" means the business of owning and operating
the Stations.

                  d.       "Business  Day"  means any day on which  banks in New
York City are open for business.

                  e.       "Cash on Hand"  means the  amount of cash held on the
Closing  Date by the  Companies in bank  accounts,  money market funds and other
locations,  provided, however, that Cash on Hand shall be reduced by any amounts
previously  due as of the Closing Date under any  programming  contracts and not
yet paid.

                  f.       "CERCLA" has the meaning set forth in Section 5.18 of
the Agreement.

                  g.       "Closing"  has the  meaning set forth in Section 4 of
the Agreement.

                  h.       "Closing Date" has the meaning set forth in Section 4
of the Agreement.

                  i.       "Code"  means the Internal  Revenue Code of 1986,  as
the same may be amended from time to time.

                  j.       "Stock" has the meaning set forth in the  recitals to
the Agreement.

                  k.       "Company"  has the meaning set forth in the  recitals
to the Agreement.

                  l.       "Companies"   means  the  company  and  each  of  its
Subsidiaries.

                  m.       "Companies"  Knowledge"  mean the  actual  knowledge,
after due  inquiry,  of Albert M. Holtz,  Richard J.  Roberts,  Perry  A.Sook or
George  F.  Boggs  or any  other  individuals  responsible  for  the  day-to-day
operations of the Stations.


                                      - 1 -

<PAGE>



                  n.       "Confidentiality Agreement" has the meaning set forth
in Section 14 of the Agreement.

                  o.       "Deposit Escrow  Agreement" has the meaning set forth
in Section 3.1 of the Agreement.

                  p.       "Disbursing Agent" means Kirkpatrick & Lockhart LLP.

                  q.       "Disbursement    Agreement"    means   that   certain
Disbursement Agreement dated as of March 1, 1996, among the Disbursing Agent and
the Sellers.

                  r.       "Environment"   means  any   surface  or   subsurface
physical  medium or natural  resource,  including,  air, land,  soil (surface or
subsurface),   surface  waters,  ground  waters,  wetlands,   stream  and  river
sediments, rock and biota.

                  s.       "Environmental  Laws" means any  federal,  state,  or
local law, legislation, rule, regulation, ordinance or code of the United States
or any  subdivision  thereof  relating  to the  injury to, or the  pollution  or
protection of, human health and safety or the Environment.

                  t.       "Environmental  Liability" means any loss, liability,
damage, cost or expense arising under any Environmental Law.

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

                  v.       "FCC" has the  meaning  set forth in the  recitals to
the Agreement.

                  w.       "FCC  Applications"  has the  meaning  set  forth  in
Section 5.17 of the Agreement.

                  x.       "FCC  Licenses"  has the meaning set forth in Section
5.8 of the Agreement.

                  y.       "FCC Rules and Regulations" has the meaning set forth
in Section 5.8 of the Agreement.

                  z.       "Final  Determination"  means,  with  respect  to any
United  States  federal Tax liability  (1) a final,  unappealable  decision by a
court  of  competent  jurisdiction;  (ii)  the  expiration  of  the  statute  of
limitations  for claiming a refund or, if a refund claim has been timely  filed,
the expiration of the time for instituting suit in respect of such refund claim;
(iii) the  execution by or on behalf of the  taxpayer  and the Internal  Revenue
Service of a closing agreement under Section 7121 of the Code; or (iv) any other
final and irrevocable  determination of such Tax liability,  including,  without
limitation, execution of Form 870-AD (or its successor). In the

                                      - 2 -

<PAGE>



context of foreign,  state or local Taxes, "Final  Determination" shall mean any
event with similar final effect; provided,  however, that if the meaning of this
term  shall be unclear  under  foreign,  state or local  law,  it shall mean any
final, unappealable and irrevocable determination of such Tax liability.

                  aa.      "Financial Statements" means the consolidated balance
sheet  of the  Company  as of  December  31,  1994 and the  consolidated  income
statement and statement of changes in financial  condition for the calendar year
1994.

                  ab       "Funded  Debt"  means  the  principal  amount  of all
indebtedness of any Company for borrowed money or the deferred purchase price of
any  property  plus the amount  required to be  recorded  as a liability  on the
financial  statements of any Company in accordance with GAAP with respect to any
capital lease.

                  ac.      "GAAP"   means    generally    accepted    accounting
principles.

                  ad.      "Hazardous  Substances"  means  petroleum,  petroleum
products, petroleum-derived substances, radioactive materials, hazardous wastes,
polychlorinated biphenyls , lead based paint, urea formaldehyde, asbestos or any
materials  containing  asbestos,  and any materials or  substances  regulated or
defined as or included in the definition of "hazardous  substances,"  "hazardous
materials,"   "hazardous   constituents,"   "toxic   substances,"   "pollutants,
"pollutants,"  "contaminants" or any similar  denomination  intended to classify
substances by reason of toxicity, carcinogenicity,  ignitability, corrosivity or
reactivity under any Environmental Laws.

                  ae.      "H-S-R  Act"  means the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976, as amended.

                  af.      "Initial  Order"  means an action by the FCC granting
its consent to the transfer of control of the Companies holding the FCC Licenses
without  regard to any period during which an appeal may be filed or any similar
action  taken that  might  result in a reversal  of the  action.  In the case of
WNTZ-600, and any other FCC auxiliary authorizations which cannot be transferred
on  FCC  form  315,   "Initial   order"  shall   include  a  Special   Temporary
Authorization,  or other comparable  instrument,  which permits the Purchaser to
operate the underlying facility pending receipt of FCC consent to its transfer.

                  ag.      "Intellectual  Property"  means the  patents,  patent
applications,  trademark  registrations and applications therefor,  service mark
registrations   and   applications   therefor,   copyright   registrations   and
applications therefor and trade names that are (i) owned by any of the Companies
and (ii) material to the continued operation of the Business.

                  ah.      "IRS" means the Internal Revenue Service.


                                      - 3 -

<PAGE>



                  ai.      "Indemnification  Escrow  Agreement"  has the meaning
set forth in Section 3.1 of the Agreement.

                  aj.      "Indemnification Escrow" has the meaning set forth in
Section 3.1 of the Agreement.

                  ak.      "Knowing  Party" has the meaning set forth in Section
7.3 of the Agreement.

                  al.      "Loss"  means any loss,  liability,  damage,  cost or
expense  (including,   without  limitation,   reasonable   attorneys'  fees  and
expenses).

                  am.      "Material  Adverse  Effect"  shall  mean  a  material
adverse effect on the business or financial  condition of the Companies taken as
a whole.

                  an.      "Material Contract" means all agreements to which any
of the Companies is a party or by or to which it or its assets or properties are
bound,  except: (i) agreements for the cash sale of advertising time with a term
of less than six months,  (ii)  agreements  cancelable  on no more than 90 days'
notice  without  material  penalty,  or (iii)  agreements  which  are  otherwise
immaterial to the Business and the Stations.

                  ao.      "Other  Party" has the  meaning  set forth in Section
7.3 of the Agreement.

                  ap.     "Partnership"   means  Superior   Communications   of
Kentucky, L.P., the predecessor of Superior Communications of Kentucky, Inc,

                  aq.      "Partnership  Financial Statements" means the balance
sheet of the  Partnership  as of December 31, 1993 and the  consolidated  income
statement and statement of changes in financial condition of the Partnership for
the calendar year 1993.

                  ar.      "Permitted  Exceptions" means matters that (i) do not
render  title to the  Real  Property  unmarketable  or (ii) do not  prohibit  or
materially  adversely  affect the continued  existence  and/or continued use (as
presently  used)  or  maintenance  of  the  material  buildings,  structures  or
improvements  presently  located  on  the  Real  Property.  Notwithstanding  the
foregoing,  any matter  shown on Schedule  5.5 shall be  considered  a Permitted
Exception.

                  as.      "Person"  means  a  natural  person,  a  governmental
entity,  agency or representative  (at any level of government),  a corporation,
partnership,  joint  venture  or other  entity or  association,  as the  context
requires.

                  at.      "Plan" has the meaning  set forth in Section  5.10 of
the Agreement.

                  au.      "Purchase Price" has the meaning set forth in Section
3.1 of the Agreement.

                                      - 4 -

<PAGE>



                  av.      "Purchaser" has the meaning set forth in the preamble
to the Agreement.

                  aw.     "Purchaser's  Bring-Down Certificate" has the meaning
set forth in Section 11.2 (a) of the Agreement.

                  ax.      "Purchaser's  Knowledge" means the actual  knowledge,
af ter due inquiry, of the officers of Purchaser.

                  ay.      "Real  Property"  means  any real  property  owned or
leased by any of the Companies.

                  az.      "Related  Agreement" means any document  delivered at
the  Closing  and any  contract  which is to be entered  into at the  Closing or
otherwise  pursuant  to  this  Agreement,   including,  without  limitation  the
Confidentiality Agreement and the Escrow Agreement.

                  aaa.     "Returns"  means  all  returns,  reports,  estimates,
information  returns  and  statements   (including  any  related  or  supporting
information)  filed or to be filed with any Tax Authority in connection with the
determination, assessment, collection or administration of any Taxes.

                  aab.     "Sellers"  has the meaning set forth in the  preamble
to the Agreement.

                  aac.     "Sellers' Bring-Down Certificate" has the meaning set
forth in Section 10.1(a) of this Agreement.

                  aad.     "Stations"  has the meaning set forth in the recitals
to the Agreement.

                  aae.     "Subsidiary",  as it relates to any  Person,  means a
corporation of which such person or entity owns,  directly or  indirectly,  more
than 50% of the common stock.

                  aaf.     "Tax" or "Taxes" means all taxes, including,  but not
limited to, income (whether net or gross) , excise,  property  sales,  transfer,
gains,  gross receipts,  occupation,  privilege,  payroll,  wage,  unemployment,
workers' compensation, social security, occupation, use, value added, franchise,
license, severance,  stamp, premium, windfall profits,  environmental (including
taxes  under  Code  Sec.   59A),   capital   stock,   withholding,   disability,
registration,  alternative or add-on minimum, estimated or other tax of any kind
whatsoever (whether disputed or not) imposed by any Tax Authority, including any
related  charges,  fees,  interest,   penalties,   additions  to  tax  or  other
assessments.

                  aag.    "Tax Authority" means any federal,  national foreign,
state, municipal or other local government, any subdivision,  agency, commission
or  authority  thereof,  or  any  quasi-governmental  body  or  other  authority
exercising any taxing or tax regulatory authority.

                  aah.     "Tax Liability" means any liability for a Tax.

                                      - 5 -

<PAGE>



                  aai.     "Tax    Proceeding"    means   any    audit,    other
administrative proceeding or judicial proceeding involving Taxes.

                  aaj.     "Tax  Reserve"  means the  amount of  deferred  taxes
reflected as a liability on the Companies' December 31, 1995 balance sheet,.

                                      - 6 -

<PAGE>



                                     ANNEX 2

                                Number of Shares


Stockholder                              Class A          Class B
                              Common      Common         Preferred
PNC Capital Corp.               --       4,857.76         4,326.04
Primus Capital Fund
II Limited                      --       3,791.23         3,356.87
Partnership
Albert M. Holtz                 874       318.915           385.06
Perry A. Sook                   362        28.5                 --
Richard J. Roberts              120.7      28.5                 --
George F. Boggs                 --         28.5                 --
Albert M. Holtz,                257        58                40
Trustee for the
Irrevocable Deed of
Trust for Tara
Ellen Holtz
Albert M. Holtz,
Trustee for the
Irrevocable Deed of
Trust for Meghan
Ellen Holtz                     257        58                40


                                      - 7 -