AMENDED AND RESTATED OPTION AGREEMENT

 EXHIBIT 10.10

===============================================================================

                    AMENDED AND RESTATED OPTION AGREEMENT

                                BY AND AMONG

                         M.T. COMMUNICATIONS, INC.,

                 CENTRAL TENNESSEE BROADCASTING CORPORATION,

                            MICHAEL P. THOMPSON,

                                    AND

                     SULLIVAN BROADCASTING COMPANY, INC.
                               (as assignee of
                      ABRY Broadcast Partners II, L.P.
                                    and
                      Sullivan Broadcast Holdings, Inc.
                       (formerly, "A-3 Holdings, Inc.")

                        DATED AS OF FEBRUARY 22, 1996

===============================================================================

                              LIST OF EXHIBITS
                              ----------------

Exhibit A    -  Defined Terms
Exhibit B    -  Shares Held
Exhibit C    -  Opinions of Companies' and Thompson's Counsel
Exhibit D    -  Excluded Assets
Exhibit E    -  Copies of Financial Statements
Exhibit F    -  Form of Escrow Agreement
Exhibit G    -  Existing Indebtedness
Exhibit H    -  Sirrom Release

                              TABLE OF CONTENTS
                                                                      Page
                                                                      ----
ARTICLE I

  OPTION TO ACQUIRE THE OPTION ASSETS.............................      3
  1.1   Option Grant..............................................      3
  1.2   Method of Exercise........................................      4
  1.3   Exercise Period...........................................      4
  1.4   Withdrawal of Exercise....................................      4

ARTICLE II

  PURCHASE AND SALE OF OPTION ASSETS AND REORGANIZATION...........      4
  2.1   Option Asset Purchase: Reorganization.....................      4
        (a)  Option Asset Purchase................................      4
        (b)  Reorganization.......................................      5
  2.2   Option and Merger Consideration...........................      5
        (a)  Purchase Price for Option Assets.....................      5
        (b)  Merger Consideration.................................      6
  2.3   Closing Transactions......................................      6
        (a)  Closing..............................................      6
        (b)  Closing Transactions.................................      7
        (c)  Payment in Consideration for Loftus Termination......      8
  2.4   First Adjustment to Merger Consideration..................      9
        (a)  SBC's Report After Execution.........................      9
        (b)  Dispute by Thompson..................................      9
        (c)  Dispute Resolution...................................      9
        (d)  Adjustment of Merger Consideration...................     10
             (i)    If prior to Closing...........................     10
             (ii)   If after Closing..............................     10
             (iii)  Interest on Unpaid Amounts....................     11
  2.5   Second Adjustment to Merger Consideration.................     11
        (a)  Buyer's Report After Closing.........................     11
        (b)  Dispute by Thompson..................................     11
        (c)  Dispute Resolution...................................     11
        (d)  Adjustment of Merger Consideration...................     12
             (i)    Amount of Adjustment..........................     12
             (ii)   Source of Payment.............................     13
             (iii)  Interest on Unpaid Amounts....................     13
  2.6   Purchase of Studio Premises by Thompson...................     13
        (a)  Right to Require Purchase............................     13
        (b)  Purchase Price.......................................     13
        (c)  Satisfaction of Purchase Price and TBON Debt.........     14
        (d)  Lease of Studio Premises After Closing...............     14
        (e)  Further Actions......................................     14

ARTICLE III

  CONDITIONS AND DELIVERIES AT CLOSING............................     15
  3.1   Conditions to MTC's and CTBC's Obligations................     15
  3.2   Deliveries to Thompson....................................     16
  3.3   Deliveries to Buyer.......................................     16
  3.4   Deliveries to the Merger Company..........................     17

ARTICLE IV

  PRE-CLOSING COVENANTS...........................................     18
  4.1   Operation and Maintenance of the Business.................     18
  4.2   Negative Covenants........................................     20
  4.3   Information...............................................     22
  4.4   Consents Generally........................................     23
  4.5   Application for FCC Consent...............................     23
  4.6   Hart-Scott-Rodino.........................................     24
  4.7   Notice and Cooperation Generally..........................     24
  4.8   Real Estate Matters.......................................     26
  4.9   Excepted Transactions.....................................     27
        (a)  Excluded Assets......................................     27
        (b)  Disposition of ETBC, WTBC or JIC Stock and
              Certain Notes.......................................     27
        (c)  Merger of MTC and CTBC...............................     27
        (d)  Fourth Draw Proceeds.................................     28
        (f)  Deemed Amendment.....................................     28
  4.10  No Premature Assumption of Control........................     28

ARTICLE V

  REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANIES.........     28
  5.1   Organization and Corporate Power..........................     29
  5.2   Authorization of Transactions.............................     29
  5.3   Capitalization............................................     30
  5.4   Subsidiaries; Investments.................................     30
  5.5   Absence of Conflicts......................................     30
  5.6   Financial Statements......................................     31   
  5.7   Undisclosed Liabilities...................................     32
        (a)  Generally............................................     32
        (b)  Since Adjustment Time................................     32
  5.8   Title to, Condition and Sufficiency of Assets.............     33
        (a)  Owned Properties.....................................     33
        (b)  Leased Properties....................................     33
        (c)  No Proceedings.......................................     34
        (d)  Current Use..........................................     34
        (e)  Condition and Operation of Improvements..............     34
        (f)  Ownership of Assets..................................     34
        (g)  Condition of the Assets..............................     34
  5.9   FCC Matters...............................................     35
  5.10  Taxes.....................................................     36
  5.11  Contracts and Commitments.................................     40
  5.12  Proprietary Rights........................................     42
  5.13  Litigation; Proceedings...................................     43
  5.14  Brokerage.................................................     43
  5.15  Governmental Licenses and Permits.........................     43
  5.16  Employees.................................................     43
  5.17  Employee Benefit Plans....................................     44
        (a)  Plans................................................     44
        (b)  Compliance...........................................     44
        (c)  Correct Copies.......................................     44
  5.18  Affiliate Transactions....................................     44
  5.19  Compliance with Laws......................................     45
  5.20  Environmental Matters.....................................     45
  5.21  Powers of Attorney........................................     46
  5.22  Disclosure................................................     46

ARTICLE VI

  REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THOMPSON.........     47
  6.1   Authorization of Transactions.............................     47
  6.2   Conflicts.................................................     47
  6.3   Brokerage.................................................     48
  6.4   Foreign Person............................................     48
  6.5   Litigation................................................     48
  6.6   Shares....................................................     48
  6.7   Disclosure................................................     49

ARTICLE VII

REPRESENTATIONS AND WARRANTIES TO OPTION HOLDERS AN...............     49
  7.1   Authorization of Transactions.............................     49
  7.2   Conflicts.................................................     50
  7.3   Litigation................................................     50
  7.4   Brokerage.................................................     51
  7.5   Disclosure................................................     51

ARTICLE VIII

  INDEMNIFICATION AND RELATED MATTERS.............................     51
  8.1   Survival..................................................     51
  8.2   Indemnification...........................................     51
        (a)  By Thompson..........................................     51
        (b)  By Buyer and the Merger Company......................     53
        (c)  Interest.............................................     54
  8.3   Indemnification Procedures................................     54
        (a)  Notice of Claim......................................     54
        (b)  Assumption of Defense................................     55
        (c)  Limits of Assumption of Defense......................     55
        (d)  Special Provisions Relating to Tax Claims............     56
  8.4   Request for Payment; Dispute Resolution...................     57
        (a)  Initial Payment Request and Dispute..................     57
        (b)  Arbitration Generally................................     57
        (c)  Notice of Arbitration................................     58
        (d)  Selection of Arbitrator..............................     58
        (e)  Conduct of Arbitration...............................     58
        (f)  Enforcement..........................................     58
        (g)  Expenses.............................................     58
        (h)  Date Due.............................................     59
  8.5   Treatment of Indemnification Payments.....................     59

ARTICLE IX

  ADDITIONAL AGREEMENTS...........................................     59
  9.1   Transaction Structure.....................................     59
  9.2   Press Release and Announcement............................     60
  9.3   Further Transfers.........................................     60
  9.4   Specific Performance......................................     60
  9.5   Expenses..................................................     61
  9.6   Non-Competition, Non-Solicitation and Confidentiality.....     61
        (a)  Non-Competition......................................     61
        (b)  Confidentiality......................................     62
        (c)  Remedy for Breach....................................     63
  9.7   Tax Matters...............................................     63
        (a)  Responsibility Generally.............................     63
        (b)  Determination of Certain Taxes.......................     63
        (c)  Preparation of Returns...............................     63
        (d)  Cooperation..........................................     64
  9.8   Certain Employment Matters................................     64

ARTICLE X

  MISCELLANEOUS...................................................     65
  10.1  Amendment and Waiver......................................     65
  10.2  Notices...................................................     65
  10.3  Binding Agreement; Assignment.............................     66
  10.4  Severability..............................................     66
  10.5  No Strict Construction....................................     66
  10.6  Captions..................................................     67
  10.7  Entire Agreement..........................................     67
  10.8  Counterparts..............................................     67
  10.9  Governing Law.............................................     67
  10.10 Parties in Interest.......................................     67
  10.11 Generally Accepted Accounting Principles..................     68
  10.12 WAIVER OF JURY TRIAL......................................     68
  10.13 Other Definitional Provisions.............................     68
  10.14 Termination...............................................     69
  10.15 CONSENT TO JURISDICTION...................................     69

DEFINED TERMS.....................................................     72

                            TABLE OF AUTHORITIES

                                                         Page
                                                         ----

AAA RULES...........................................      57

ABRY................................................       1

ABRY Credit Agreement...............................       1

ABRY Credit Agreement Supplement....................       1

ABRY Loan Documents.................................      72

ABRY Loans..........................................       1

Act III Acquisition.................................      72

Act III Broadcasting, Inc...........................       5

Adjustment Amount...................................      72

Adjustment Time.....................................      72

Affiliated Group....................................      72

Arbitration Notice..................................      58

Assets..............................................      72

Broker..............................................       3

Buyer...............................................       4

Closing.............................................       6

Closing Date........................................       7

Closing Transactions................................       7

Communications Act..................................      72

Companies...........................................       2

Company FCC Authorizations..........................      73

Confidential Information............................      62

Consent.............................................      72

Contract............................................      73

CTBC................................................       1

Current Obligations.................................      73

Double-Run Program..................................      74

Environmental and Safety Requirements...............      74

Environmental Lien..................................      74

ERISA...............................................      44

Escrow Agent........................................      74

Escrow Agreement....................................      74

ETBC................................................       1

Excludable Contract.................................      75

Exercise Date.......................................       4

Exercise Notice.....................................       4

Expiration Time.....................................       4

FCC.................................................      75

FCC Approval Date...................................      75

FCC Authorization...................................      75

FCC Consents........................................      75

FCC Regulations.....................................      75

Film Obligations....................................      75

Final Approval Date.................................      75

Final Arbitration Award.............................      58

Final Order.........................................      75

Financial Statements................................      31

First Adjustment Amount.............................      76

First Adjustment Statement..........................       9

First Prohibited Debt Obligations...................      77

First Prohibited Film Obligations...................      77

First Prohibited Obligations........................      78

First Prohibited Other Obligations..................      78

First Prohibited Trade Obligations..................      78

GAAP................................................      79

Hart-Scott-Rodino Act...............................      79

Holdback Amount.....................................   6, 79

Holdback Amount.....................................      34

Improvements........................................      79

Indebtedness........................................      57

Indemnification Disputes............................      54

Indemnified Party...................................      54

Indemnifying Party..................................      79

Indemnity Fund......................................       1

Initial Option Agreement............................      79

Insider.............................................      80

Interest Rate.......................................       1

JIC.................................................      31

Latest Balance Sheet................................      33

Leased Real Property................................      33

Leases..............................................      80

Legal Requirements..................................      43

Licenses............................................      80

Lien................................................       8

Loftus..............................................       8

Loftus Agreement....................................      52

Loss................................................      80

Make-Good Obligations...............................      80

Market Cable System.................................      80

Material Adverse Effect.............................       5

Merger..............................................       5

Merger Company......................................       6

Merger Consideration................................       1

MTC.................................................      84

NOL.................................................      61

Non-Compete Period..................................       3

Option..............................................       4

Option Assets.......................................       4

Option Holder.......................................      80

Ordinary Course of Business.........................      33

Owned Real Properties...............................      81

Parties.............................................      57

Payment Request.....................................      81

Permitted Liens.....................................      81

Person..............................................      44

Plans...............................................      81

Post-Adjustment Tax Period..........................      81

Pre-Adjustment Tax Period...........................      81

Program Contract....................................      81

Proprietary Rights..................................       5

Purchase Price......................................      34

Real Properties.....................................      57

Requested Party.....................................       1

SBC.................................................       1

SBH.................................................       2

SBN.................................................      82

Second Adjustment Amount............................      11

Second Adjustment Statement.........................      82

Second Prohibited Debt Obligations..................      82

Second Prohibited Film Obligations..................      83

Second Prohibited Obligations.......................      83

Second Prohibited Other Obligations.................      10

Section 2.4 Auditor.................................      12

Section 2.5 Auditor.................................       1

Station.............................................      83

Straddle Period.....................................       2

Studio Acquisition..................................      14

Studio Acquisition Costs............................       2

Studio Deposit......................................       2

Studio Option.......................................       2

Studio Premises.....................................      83

Subsidiary..........................................      83

Supplemental ABRY Loan..............................      83

Tax.................................................      84

Tax Benefit.........................................      84

Tax Benefit Reduction...............................      84

Tax Code............................................      84

Tax Return..........................................      83

Taxable.............................................      83

Taxes...............................................      83

Taxing..............................................       2

TBON Borrowing......................................       2

TBON Deed of Trust..................................       2

TBON Documents......................................       2

TBON Loan Agreement.................................       2

TBON Note...........................................       2

TBON Security Agreement.............................       1

Thompson............................................      13

Thompson Purchase...................................      13

Thompson Purchase Price.............................       3

Time Brokerage Agreement............................      84

Time Sale Contracts.................................      26

Title Insurer.......................................      85

Tower Site..........................................      85

Trades..............................................      85

Trade-Out Payables..................................      73

Transaction Expenses................................      85

Treasury Regulations................................       1

WTBC................................................       1

                            AMENDED AND RESTATED
                              OPTION AGREEMENT

      THIS AMENDED AND RESTATED OPTION AGREEMENT is entered into as of 
February 22, 1996, by and among Sullivan Broadcasting Company, Inc., a 
Delaware corporation ("SBC") (as the assignee of each of ABRY Broadcast 
Partners II, L.P., a Delaware limited partnership ("ABRY"), and Sullivan 
Broadcast Holdings, Inc., a Delaware corporation formerly known as "A-3 
Holdings, Inc." ("SBH")), M.T. Communications, Inc., a California corporation 
("MTC"), Central Tennessee Broadcasting Corp., a Delaware corporation 
("CTBC"), and Michael P. Thompson ("Thompson").  Other capitalized terms used 
and not otherwise defined in this Agreement are defined in the attached 
Exhibit A. As provided in Section 4.9(c), certain references in this Agreement 
to MTC may be deemed at certain times to be references to CTBC.

      ABRY, SBH, MTC, CTBC and Thompson were parties to an Option Agreement 
among them dated as of June 30, 1995 (as heretofore amended, the "Initial 
Option Agreement").  ABRY has assigned its rights under the Initial Option 
Agreement to SBC.  CTBC is the owner and operator of broadcast television 
station WXMT-TV, Nashville, Tennessee (the "Station").  ABRY and SBH assigned 
their respective rights under the Initial Option Agreement to SBC, which is an 
affiliate of each of ABRY and SBH, effective as of February 21, 1996.

      ABRY, MTC and CTBC are parties to the Senior Credit Agreement dated as 
of June 30, 1995 (as heretofore amended, and as amended as of the date of this 
Agreement, "ABRY Credit Agreement") pursuant to which ABRY has made loans to 
CTBC in the aggregate principal amount of $15,865,606 (as it may be increased 
or reduced from time to time, the "ABRY Loans").  On the date of this 
Agreement, ABRY and CTBC are entering into Supplement No. 2 to such Senior 
Credit Agreement (the "ABRY Credit Agreement Supplement").

      Thompson is the holder of record of all of the issued and outstanding 
shares of capital stock of MTC, and MTC is the holder of record of all of the 
issued and outstanding shares of capital stock of CTBC, each as described on 
the attached Exhibit B.

      In addition to CTBC, MTC owns capital stock of three other corporations: 
East Tennessee Broadcasting Corporation, a Tennessee corporation ("ETBC"), 
West Tennessee Broadcasting Corporation, a Tennessee corporation ("WTBC"), and 
Jackson Investment Corporation, a Tennessee corporation ("JIC").  
Collectively, MTC, CTBC, ETBC, WTBC and JIC are referred to as the 
"Companies."

      As a material inducement to ABRY to enter into the ABRY Credit 
Agreement, Thompson and MTC (who, as the stockholders of MTC and CTBC, 
respectively, derived material benefit from the making of the ABRY Loans) 
granted to ABRY the option to acquire certain assets of CTBC, and agreed to 
cause MTC to merge with and into SBH or a subsidiary of SBH, upon the terms 
and conditions set forth in the Initial Option Agreement.

      In January, 1996, CTBC acquired the premises which comprise its present 
studio site (the "Studio Premises") by exercising the option (the "Studio 
Option") described in Section 4.10(b) of the Initial Option Agreement on the 
terms described in such Section 4.10(b) (such acquisition being the "Studio 
Acquisition").  In that regard, Thompson, on behalf of CTBC, made a deposit in 
the amount of $88,836 (the "Studio Deposit") as required by the terms of the 
Studio Option.

      CTBC financed the Studio Acquisition by borrowing $340,000 from The Bank 
of Nashville (such borrowing being the "TBON Borrowing") pursuant to the terms 
of a Term Loan Agreement executed and delivered by CTBC as of January 9, 1996 
between CTBC and The Bank of Nashville (as amended or modified from time to 
time in accordance with the terms of Supplement No. 1 to the ABRY Credit 
Agreement, the "TBON Loan Agreement").  Such loan is evidenced by a promissory 
note of CTBC (as amended or modified from time to time in accordance with the 
terms of Supplement No. 1 to the ABRY Credit Agreement, the "TBON Note") and 
is secured by a Term Loan Deed of Trust executed and delivered by CTBC to T. 
Wayne Hood, Trustee, which was recorded on or about January 9, 1996 in the 
Register's Office of Davidson County, Tennessee (as amended or modified from 
time to time in accordance with the terms of Supplement No. 1 to the ABRY 
Credit Agreement, the "TBON Deed of Trust").  Such loan is further secured by 
the grant of a security interest pursuant to a Security Agreement executed and 
delivered by CTBC as of January 9, 1996 (as amended or modified from time to 
time in accordance with the terms of Supplement No. 1 to the ABRY Credit 
Agreement, the "TBON Security Agreement" and, together with the TBON Loan 
Agreement, the TBON Note, the TBON Deed of Trust and all other documents and 
instruments executed in connection with any of the foregoing, as in effect 
from time to time, the "TBON Documents"). 

      On the date of this Agreement, CTBC will enter into, and SBC will cause 
its wholly-owned subsidiary, Sullivan Broadcasting of Nashville, Inc., a 
Tennessee corporation ("SBN"), to enter into, a Time Brokerage Agreement (as 
in effect from time to time, the "Time Brokerage Agreement") pursuant to which 
the Broker referred to therein (the "Broker") will be entitled to provide 
programming for, and sell advertising on, the Station, subject to the control 
of CTBC as described therein.  In connection with the execution of the Time 
Brokerage Agreement, SBC, MTC, CTBC and Thompson have agreed to amend and 
restate in its entirety the provisions of the Initial Option Agreement as set 
forth in this Agreement.

      Thompson, MTC and CTBC are entering into this Agreement with the 
understanding and on the condition that, on the date of this Agreement, SBC, 
in its capacity as the Option Holder, is assigning the Option (as in effect 
pursuant to this Agreement) to a Person who will exercise the Option and who 
will be prepared to file the application(s) described in Section 4.5 of this 
Agreement on the date of this Agreement or on the next business day 
thereafter.  SBC is entering into this Agreement and causing SBN to enter into 
the Time Brokerage Agreement with the understanding and on the condition that, 
on the date of this Agreement, Thompson is paying to CTBC cash in the amount 
of $243,000.  Of such $243,000:  (a) $70,537 is being paid by Thompson in 
reimbursement of payments made by CTBC since June 30, 1995 to TBON of 
principal and interest in respect of borrowings by Thompson from TBON, and (b) 
$172,473 is being paid as a loan by Thompson to CTBC (such loan being the "New 
Thompson Loan").  Thompson acknowledges and agrees that the New Thompson Loan 
will not bear interest, will be repayable solely out of the proceeds to CTBC 
of certain collections as described in Section 4.9(e) and without other 
recourse to CTBC, and to the extent not then repaid will be forgiven in full 
immediately prior to the Closing.

      For good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, SBC, MTC, CTBC and Thompson hereby agree that 
the Initial Option Agreement is amended and restated in its entirety as 
follows:

                                  ARTICLE I

                     OPTION TO ACQUIRE THE OPTION ASSETS
                     -----------------------------------

      1.1   Option Grant.  CTBC reaffirms the grant to SBC (as the assignee of 
ABRY) of the option (the "Option") to acquire from CTBC all of CTBC's right, 
title and interest in, to and under the Company FCC Authorizations, the Tower 
Site and the tower and all improvements, fixtures, equipment and other assets 
located thereon or thereat, all rights of CTBC as lessor under all leases 
relating to the tower located on the Tower Site, all transmitting equipment 
(including all microwave transmitters and antennas) relating to the Station, 
and all records relating FCC compliance matters, in each case to the extent in 
existence at the time of Closing and to the extent owned or leased by CTBC 
(the "Option Assets"), subject to the terms and conditions set forth in this 
Agreement.  The Person which holds the Option at any time is referred to as 
the "Option Holder."  The Option Holder which consummates the purchase and 
sale of the Option Assets is referred to as "Buyer."  The term "Option Holder" 
will include Buyer.

      1.2   Method of Exercise.  In Order to exercise the Option, the Option 
Holder must deliver to CTBC written notice (an "Exercise Notice") of the 
Option Holder's intention to do so.  The date upon which any Exercise Notice 
is given is the "Exercise Date" with respect to such exercise of the Option.  
Whether or not any Option Holder exercises the Option, no Option Holder will 
be obligated to consummate the Closing Transactions.

      1.3   Exercise Period.  The Option may be exercised by delivery of an 
Exercise Notice as described in Section 1.2 at any prior to the Expiration 
Time.  The Option will expire if it is not exercised by delivery of an 
Exercise Notice as described in Section 1.2 prior to 5:00 P.M., Nashville, 
Tennessee time, on June 30, 1998 (the "Expiration Time").

      1.4   Withdrawal of Exercise.  Subject to the final sentence of this 
Section 1.4, an Option Holder may withdraw any exercise of the Option pursuant 
to Section 1.2 by delivering  written notice to that effect to Thompson at any 
time prior to the Closing, and any Option Holder may subsequently exercise the 
Option after any such withdrawal at any time prior to the Expiration Time.  
Any such subsequent exercise will be subject to the same withdrawal right, on 
the terms set forth in this Section 1.4. The withdrawing Option Holder will 
reimburse Thompson, MTC and CTBC for all reasonable out-of-pocket expenses 
incurred by them prior to any such withdrawal in preparation for the aborted 
purchase and sale of the Option Assets in connection with any withdrawn 
exercise of the Option.

                                 ARTICLE II

            PURCHASE AND SALE OF OPTION ASSETS AND REORGANIZATION
            -----------------------------------------------------

      2.1   Option Asset Purchase: Reorganization.

      (a)   Option Asset Purchase.  On and subject to the terms and conditions 
set forth in this Agreement, on the Closing Date, Buyer will purchase from 
CTBC, and CTBC will sell and transfer to Buyer, the Option Assets, free and 
clear of all Liens and proxies (other than restrictions on transfer arising 
under the Communications Act or the FCC Regulations or except as described 
herein).  Buyer may order that some or all of the Option Assets be delivered 
to one or more Persons other than Buyer upon the payment of the amounts 
described in Section 2.3(b)(ii) and the other deliveries of Buyer described in 
Section 2.3(b); provided that Buyer will not be entitled to direct that Option 
Assets be delivered to any Person which controlled SBC (which was then known 
as "Act III Broadcasting, Inc.") immediately prior to the consummation of the 
Act III Acquisition.  CTBC will retain the amounts received by CTBC pursuant 
to Section 2.2(a) in connection with such purchase and sale until the Merger 
has been consummated.

      (b)   Reorganization.  Immediately after the purchase and sale of the 
Option Assets, Thompson, MTC and SBC will take (and SBC will cause the Merger 
Company to take) all actions which are necessary in order to effect the merger 
(the "Merger") of MTC with and into SBC or a subsidiary of SBC which SBC may 
designate from time to time prior to the Closing (in either case, the "Merger 
Company") by written notice to Thompson.  At any time when SBC has not 
designated such a subsidiary to be the Merger Company, SBC will be Merger 
Company.  The Merger Company will be the surviving corporation after the 
Merger.  As a result of the Merger, all of the issued and outstanding capital 
stock of the Merger Company will continue to be outstanding and will 
constitute the issued and outstanding capital stock of the surviving 
corporation, and all of the issued and outstanding capital stock of MTC will 
be cancelled and Thompson will be entitled to receive the Merger Consideration 
described below.  The certificate of incorporation and bylaws of the Merger 
Company, as in effect immediately prior to the Merger, will be the certificate 
of incorporation and bylaws of the surviving corporation, and the officers and 
directors of the Merger Company immediately prior to the Merger will be the 
officers and directors of the surviving corporation.  The Merger is intended 
to qualify as a reorganization under Section 368(a) of the Tax Code.  The 
purchase and sale of the Option Assets will not be effective unless the Merger 
is consummated immediately after the consummation of such purchase and sale.

      2.2   Option and Merger Consideration.

      (a)   Purchase Price for Option Assets.  The aggregate consideration 
payable by Buyer for the Option Assets (the "Purchase Price") will consist of 
an amount equal to the outstanding principal amount of the Supplemental ABRY 
Loan, and all unpaid accrued interest thereon, at the time of the Closing.  
The Purchase Price will be payable as provided in Section 2.3(b).

      (b)   Merger Consideration.

            (i)   The aggregate consideration payable by reason of the Merger
      to Thompson, as the holder of all of the issued and outstanding capital
      stock of MTC immediately prior to the Merger (the "Merger
      Consideration"), will be $13,000,000, adjusted as follows:  (A) decreased
      by the amount of the First Adjustment Amount, as determined in accordance
      with Section 2.4, (B) further decreased by the amount of the Second
      Adjustment Amount, as determined in accordance with Section 2.5, and (C)
      if the Fourth Draw (as that term is defined in the ABRY Credit Agreement
      Supplement, the "Fourth Draw") is made, then further decreased by the
      outstanding principal amount of the Fourth Draw (determined in accordance
      with the ABRY Credit Agreement Supplement) and the amount of all unpaid
      interest accrued thereon as of the Closing Date.

            (ii)   Of the Merger Consideration, $200,000 will be payable in
      cash, by wire or accounts transfer of immediately available funds to the
      account(s) designated by Thompson, upon the initial filing by the Option
      Holder and (as may be required by the Communications Act or the FCC
      Regulations) MTC, CTBC and/or Thompson of the applications to the FCC
      described in Section 4.5.  Such $200,000 payment will not be subject to
      refund by Thompson if the Closing does not occur (so long as neither
      Thompson nor any Company has breached its obligation, if any, to
      consummate the Closing if the conditions set forth in Section 3.1 have
      been satisfied or waived). The remainder of the Merger Consideration will
      be payable as described in Section 2.3(b)(iv).  The Purchase Price and
      the Merger Consideration will be subject to adjustment as provided in
      this Agreement.

      2.3   Closing Transactions.

      (a)   Closing.  The closing of the purchase and sale of the Option 
Assets and the consummation of the Merger pursuant to this Agreement 
(collectively, the "Closing") will occur at a place designated by the Merger 
Company by written notice to Thompson and Buyer not less than 10 business days 
in advance of the Closing, at 10:00 a.m. on a date to be so designated by 
Buyer, or on such other date or at such other place or time as may be mutually 
acceptable to the Merger Company, Buyer and Thompson.  The date specified by 
Buyer for the Closing will not be later than the 60th day after the Final 
Approval Date.  Notwithstanding the foregoing but subject to Section 10.14, if 
on any date for the Closing described in the preceding sentences or specified 
pursuant to this sentence any condition of CTBC or MTC specified in Section 
3.1 has not been satisfied (and will not be satisfied by the execution and 
delivery of documents at the Closing) or waived by Thompson, then the date for 
the Closing will be extended to any date specified by the Merger Company to 
Thompson and Buyer with not less than 3 business days' prior notice (subject 
to CTBC's and MTC's conditions to the Closing being satisfied or waived on 
such specified date).  The date upon which the Closing occurs is referred to 
as the "Closing Date."

      (b)   Closing Transactions.  Subject to the conditions set forth in this 
Agreement, the Parties will consummate the following transactions (the 
"Closing Transactions") at the Closing:

            (i)   CTBC will deliver to Buyer (and/or another Person designated 
      by Buyer as described in Section 2.1(a)) such bills of sale, deeds and 
      assignment documents which are necessary in order to transfer to Buyer 
      (and/or such other Person) all of CTBC's right, title and interest in, 
      to and under the Option Assets;

            (ii)   Buyer will deliver to CTBC (by wire or accounts transfer of 
      immediately available funds to an account designated by CTBC) the amount 
      described in Section 2.2(a);

            (iii)   MTC and the Merger Company will effect the Merger by the 
      filing of articles of merger with the respective offices of the 
      secretaries of state of the state(s) of incorporation of the Merger 
      Company and MTC, whereupon Thompson will deliver to the Merger Company 
      (or to another Person designated by the Merger Company) all certificates 
      representing shares of the issued and outstanding capital stock of MTC 
      immediately prior to the Merger, duly endorsed for transfer with all 
      requisite state and federal transfer stamps (if any) affixed thereto and 
      accompanied by duly executed stock powers, together with all 
      certificates representing issued and outstanding shares of capital stock 
      of CTBC and, if not previously disposed of pursuant to Section 4.9(b), 
      ETBC, WTBC and JIC;

            (iv)   the Merger Company will

                  (A)   deliver to the Escrow Agent (by wire or accounts 
            transfer of immediately available funds) an amount equal to the 
            Holdback Amount, for deposit in the Indemnity Fund, and

                  (B)   deliver to Thompson (by wire or accounts transfer of 
            immediately available funds to an account designated by Thompson) 
            $13,000,000, reduced by: (1) the Holdback Amount, (2) the First 
            Adjustment Amount, if the First Adjustment Amount is finally 
            determined pursuant to Section 2.4 prior to the Closing, and (3) 
            the outstanding principal amount of the Fourth Draw (determined in 
            accordance with the ABRY Credit Agreement Supplement) and the 
            amount of all unpaid interest accrued thereon as of the Closing 
            Date, if the Fourth Draw has been made;

            (v)   there will be delivered to Thompson, MTC, CTBC and Buyer, as  
      applicable, the opinions, certificates and other   documents and 
      instruments required to be delivered to such Persons under Article III; 
      and

            (vi)   Thompson will deliver to the Merger Company all corporate 
      books and records of any Company in Thompson's possession.

Upon the consummation of the Closing Transactions, except as the Merger 
Company may otherwise agree in writing after the date of this Agreement, each 
Company and the Merger Company will be released in full from all liabilities 
and obligations which have or may become owing at any time under or in respect 
of any arrangement among Thompson and the Companies in Thompson's capacity as 
an employee, officer, director or agent of any Company and all such 
arrangements will be terminated.  Upon such consummation, Thompson will 
execute and deliver to the Merger Company and/or the Companies such evidence 
of such release and termination as the Merger Company may reasonably request.

      (c)   Payment in Consideration for Loftus Termination.  In addition to 
the Closing Transactions described in Section 2.3(b), at the Closing and 
concurrently with the consummation of the Closing Transactions, the Merger 
Company will (or will cause MTC or CTBC to) pay to Daniel R. Loftus ("Loftus") 
the sum of $700,000, in full satisfaction of all obligations of the Merger 
Company or any Company which has or may become owing at any time pursuant to 
the Employment Agreement dated December 31, 1993 among CTBC, MTC, Thompson and 
Loftus (the "Loftus Agreement"), whereupon the Loftus Agreement and all other 
agreements and arrangements between Loftus and any Company will be terminated 
and will be of no further force or effect.  Such amount will be paid by wire 
or accounts transfer of immediately available funds to an account specified by 
Loftus.  Loftus agrees that, upon such payment (so long as the Broker has 
provided CTBC with the funds required by CTBC to pay the compensation owing to 
Loftus under the Loftus Agreement, to the extent that the Broker is required 
by the terms of the Time Brokerage Agreement to provide such funds), the 
Merger Company and each Company will be released in full from all liabilities 
and  obligations which have or may become owing at any time to Loftus under or 
in respect of the Loftus Agreement or otherwise.  Upon such payment, Loftus 
will execute and deliver to the Merger Company and/or the Companies such 
evidence of the termination of the Loftus Agreement and such release as the 
Merger Company may reasonably request.  The Parties agree that Loftus is an 
express third-party beneficiary of this Section 2.3(c).

      2.4   First Adjustment to Merger Consideration.

      (a)   SBC's Report After Execution.  As promptly as practicable (and, in 
any event, within 90 days) after the date of this Agreement, SBC's accountants 
will prepare and deliver to Thompson a statement (the "First Adjustment 
Statement") setting forth such accountants' determination of the First 
Adjustment Amount.  MTC and CTBC will cause to be given to Thompson and one 
firm of accountants designated by Thompson access to such books and records of 
the Companies as are reasonably requested by Thompson in order to enable 
Thompson to verify such calculation of the First Adjustment Amount; provided 
that Thompson acknowledges and agrees that all such information will 
constitute Confidential Information and, as such, will be subject to the 
provisions of Section 9.6 (it being understood that Thompson may use such 
information for purposes of determining, disputing or resolving any dispute 
regarding the First Adjustment Amount), and Thompson will be responsible for 
any unauthorized use or disclosure of any such information by any such 
accountants or any Person to whom Thompson discloses any such information.

      (b)   Dispute by Thompson.  If Thompson disagrees with the determination 
of the First Adjustment Amount set forth on the First Adjustment Statement, 
then Thompson will notify SBC of such disagreement in writing within 45 after 
delivery of the First Adjustment Statement (such notice setting forth the 
basis for such disagreement in reasonable detail), and Thompson and SBC will 
thereafter negotiate in good faith to resolve any such disagreement.  Any 
resolution as to the amount of the First Adjustment Amount agreed to in 
writing by SBC and Thompson will be final and binding upon the Parties.  If 
Thompson does not so dispute the amount of the First Adjustment Amount set 
forth in the First Adjustment Statement, then such undisputed amount will 
become final and binding on the Parties on the 45th day after delivery of the 
First Adjustment Statement.

      (c)   Dispute Resolution.  If Thompson and SBC are unable to resolve any 
such disagreement within thirty (30) days after delivery of such written 
notice of disagreement, then Thompson may retain an independent accounting 
firm which is approved by SBC (the "Section 2.4 Auditor") solely to resolve 
such disagreement.  SBC will not unreasonably withhold such approval as to any 
"big-six" firm which is not the accounting firm described in Section 2.4(a) 
and which does not then serve as the independent auditor of any affiliate of 
Thompson.  SBC and Thompson will use reasonable efforts to cause the Section 
2.4 Auditor to resolve the matter as soon as practicable.  The resolution of 
such disagreement by the Section 2.4 Auditor will be final and binding on the 
Parties.

      (d)   Adjustment of Merger Consideration.

            (i)   If prior to Closing.  If the First Adjustment Amount is 
      finally determined in accordance with Sections 2.4(a) through 2.4(c) 
      prior to the Closing, then the adjustment of the Merger Consideration by 
      the First Adjustment Amount will be effected by means of the reduction 
      described in Section 2.3(b)(iv)(B).

            (ii)   If after Closing.  If the First Adjustment Amount is 
      finally determined in accordance with Sections 2.4(a) through 2.4(c) 
      after the Closing, then

                  (A)   Thompson will pay the Merger Company an amount equal 
            to the First Adjustment Amount,

                  (B)   any amount which becomes payable pursuant to this 
            Section 2.4(d)(ii) will constitute an adjustment of the Merger 
            Consideration and will be due and payable on the date when the 
            amount of the First Adjustment Amount is finally determined in 
            accordance with Sections 2.4(a) through 2.4(c),

                  (C)   to the extent available from the funds then held in 
            the Indemnity Fund, the Merger Company may seek payment from the 
            Indemnity Fund of all or any portion of the First Adjustment 
            Amount, and

                  (D)   to the extent available from the funds then held in 
            the Indemnity Fund, the Merger Company will seek payment of the 
            First Adjustment Amount from the Indemnity Fund prior to seeking 
            payment of such amount from Thompson (provided that the aggregate 
            amount which the Merger Company is required by this Section 
            2.4(d)(ii)(D) and Section 2.5(d)(i)(D) to seek from the Indemnity 
            Fund prior to seeking payment from Thompson will be $500,000).

            (iii)   Interest on Unpaid Amounts.  Any amount payable by 
      Thompson pursuant to Section 2.4(d)(ii) (other than to the extent that 
      funds are available from the Indemnity Fund to pay such amount) will 
      bear interest at the Interest Rate from the date upon which such amount 
      becomes due and payable as specified in Section 2.4(d)(ii) through and 
      including the date upon which such amount and all such interest are paid 
      in full.

      2.5   Second Adjustment to Merger Consideration.

      (a)   Buyer's Report After Closing.  As promptly as practicable (and, in 
any event, within 90 days) after the Closing, the Merger Company's accountants 
will prepare and deliver to Thompson a statement (the "Second Adjustment 
Statement") setting forth such accountants' determination of the Second 
Adjustment Amount.  Thompson and one firm of accountants designated by 
Thompson will have access to such books and records of the Merger Company and 
the Companies as are reasonably requested by Thompson in order to enable 
Thompson to verify such calculation of the Second Adjustment Amount; provided 
that Thompson acknowledges and agrees that all such information will 
constitute Confidential Information and, as such, will be subject to the 
provisions of Section 9.6 (it being understood that Thompson may use such 
information for purposes of determining, disputing or resolving any dispute 
regarding the Second Adjustment Amount), and Thompson will be responsible for 
any unauthorized use or disclosure of any such information by any such 
accountants or any Person to whom Thompson discloses any such information.

      (b)   Dispute by Thompson.  If Thompson disagrees with the determination 
of the Second Adjustment Amount set forth on the Second Adjustment Statement, 
then Thompson will notify the Merger Company of such disagreement in writing 
within 45 days after delivery of the Second Adjustment Statement (such notice 
setting forth the basis for such disagreement in reasonable detail), and 
Thompson and the Merger Company will thereafter negotiate in good faith to 
resolve any such disagreement.  Any resolution as to the amount of the Second 
Adjustment Amount agreed to in writing by the Merger Company and Thompson will 
be final and binding upon the Merger Company and Thompson.  If Thompson does 
not so dispute the amount of the Second Adjustment Amount set forth in the 
Second Adjustment Statement, then such undisputed amount will become final and 
binding on Thompson and the Merger Company on the 45th day after delivery of 
the Second Adjustment Statement.

      (c)   Dispute Resolution.  If Thompson and the Merger Company are unable 
to resolve any such disagreement within thirty (30) days after delivery of 
such written notice of disagreement, then Thompson may retain an independent 
accounting firm which is approved by the Merger Company (the "Section 2.5 
Auditor") solely to resolve such disagreement.  The Merger Company will not 
unreasonably withhold such approval as to any "big-six" firm which is not the 
accounting firm described in Section 2.5(a) and which does not then serve as 
the independent auditor of any affiliate of Thompson.  The Merger Company, 
CTBC, and Thompson will use reasonable efforts to cause the Section 2.5 
Auditor to resolve the matter as soon as practicable.  The resolution of such 
disagreement by the Section 2.5 Auditor will be final and binding on Thompson 
and the Merger Company.

      (d)   Adjustment of Merger Consideration.

            (i)   Amount of Adjustment.  If the amount of the Second 
      Adjustment Amount finally determined in accordance with Sections 2.5(a) 
      through 2.5(c) is greater than $0, then

                  (A)   Thompson will pay the Merger Company an amount equal 
            to the Second Adjustment Amount,

                  (B)   any amount which becomes payable pursuant to this 
            Section 2.5(d)(i) will constitute an adjustment of the Merger 
            Consideration and will be due and payable on the date when the 
            amount of the Second Adjustment Amount is finally determined in 
            accordance with Sections 2.5(a) through 2.5(c),

                  (C)   to the extent available from the funds then held in 
            the Indemnity Fund, the Merger Company may seek payment from the 
            Indemnity Fund of all or any portion of the Second Adjustment 
            Amount, and

                  (D)   to the extent available from the funds then held in 
            the Indemnity Fund, the Merger Company will seek payment of the 
            Second Adjustment Amount from the Indemnity Fund prior to seeking 
            payment of such amount from Thompson (provided that (i) if the 
            First Adjustment Amount is finally determined in accordance with 
            Section 2.4 prior to the Closing, then the aggregate amount which 
            the Merger Company is required by this Section 2.5(d)(i)(D) to 
            seek from the Indemnity Fund prior to seeking payment from 
            Thompson will be $500,000 reduced by the First Adjustment Amount, 
            and (ii) if the First Adjustment Amount is not finally determined 
            in accordance with Section 2.4 prior to the Closing, then the 
            aggregate amount which the Merger Company is required by this 
            Section 2.5(d)(i)(D) and Section 2.4(d)(ii)(D) to seek from the 
            Indemnity Fund prior to seeking payment from Thompson will be 
            $500,000)).

            (ii)   Source of Payment.  To the extent available from the funds 
      deposited in the Indemnity Fund, the Merger Company may seek payment 
      from the Indemnity Fund of all or any portion of any amount payable to 
      the Merger Company by Thompson pursuant to Section 2.5(e)(i).

            (iii)   Interest on Unpaid Amounts.  Any amount payable by 
      Thompson pursuant to Section 2.5(d)(i) (other than to the extent that 
      funds are available from the Indemnity Fund to pay such amount) will 
      bear interest at the Interest Rate from the date upon which such amount 
      becomes due and payable as  specified in Section 2.5(d)(i) through and 
      including the date upon which such amount and all such interest are paid 
      in full.

      2.6   Purchase of Studio Premises by Thompson.

      (a)   Right to Require Purchase.  Notwithstanding the remainder of this 
Article 2, the Merger Company will sell to Thompson, and Thompson will 
purchase from the Merger Company, and Thompson will purchase from the Merger 
Company, immediately after (but on the day of) the Merger, all right, title 
and interest of the Merger Company (as the survivor of the Merger) in, to and 
under the Studio Premises, as the same exist at the time of the Merger.  Such 
purchase and sale will be made by delivery of a quit-claim or similar deed or 
transfer document and without representation or warranty by CTBC or the Merger 
Company, whether express or implied (other than as to the absence any Lien 
thereon which was not a Lien thereon prior to the Merger or a Lien created 
solely by the Broker).  Thompson will be responsible for, and will hold the 
Merger Company harmless in respect of, all fees and expenses (including legal 
fees and recording and other taxes and fees, including income taxes) incurred 
by Thompson or the Merger Company in connection with such purchase and sale.  
In connection with such purchase and sale, Thompson will assume all 
liabilities of the Merger Company under the TBON Documents, and the Studio 
Premises (as purchased by Thompson) will be subject to all Liens arising or 
granted under the TBON Documents.  Such purchase, sale and assumption are 
referred to as the "Thompson Purchase."

      (b)   Purchase Price.  The purchase price payable by Thompson in 
connection with the Thompson Purchase (the "Thompson Purchase Price") will 
equal $425,000, increased by the aggregate amount of all out-of-pocket costs 
and expenses incurred by CTBC in connection with the Studio Acquisition and 
the TBON Borrowing (the "Studio Acquisition Costs"), and reduced by the 
amount, if any, of the Studio Deposit made by Thompson and not reimbursed by 
CTBC on or prior to the Closing Date, and further reduced by the unpaid 
principal amount of the TBON Note on the Closing Date (without giving effect 
to any payment described in Section 2.6(c).

      (c)   Satisfaction of Purchase Price and TBON Debt.  The Merger Company 
may require, as a condition to the Closing, that the Thompson Purchase Price 
and CTBC's full obligations under the TBON Documents be satisfied in full out 
of the cash portion of the Merger Consideration which is otherwise payable to 
Thompson at the time of the Closing or, if such cash portion of the Merger 
Consideration is insufficient for such purpose, then by Thompson, out of other 
funds.  The Merger Company may require that, as evidence of the satisfaction 
of such condition, Thompson deliver to the Merger Company evidence of the 
release of all Liens and all obligations of the Merger Company under the TBON 
Documents.

      (d)   Lease of Studio Premises After Closing.  If the Merger Company so 
requests, Thompson will permit the Merger Company (or an affiliate thereof 
which the Merger Company may designate), as lessee(s), to continue to occupy 
or use those portions of the Studio Premises which are occupied or used by the 
Broker during the month prior to the Closing, for use by such lessee(s) in 
connection with the conduct of the business of the Station after the Closing 
Date; provided that such continued occupancy and use will not continue beyond 
the first anniversary of the Closing Date and will be terminable at the 
lessee's/lessees' option on not less than 30 days' prior written notice to 
Thompson.  Such lessee(s) will pay in the aggregate, as rent,

            (i)   an amount which is sufficient to reimburse Thompson for his 
      out-of-pocket costs for real estate taxes, casualty insurance and 
      operating expenses in connection with the maintenance of the Studio 
      Premises, to the extent incurred by Thompson during the term of such 
      occupancy (with such amounts to be prorated between the term of such 
      occupancy and all other periods based on the length of the term of such 
      occupancy and the entire period to which such costs relate), and

            (ii)   an amount (but not to exceed $6,000 per month) equal to 
      principal and interest payments in respect of indebtedness of Thompson 
      relating to the Studio Premises.

      (e)   Further Actions.  Each of the Merger Company and Thompson will 
take all actions reasonably requested by the other to give effect to or 
evidence the Thompson Purchase and the other transactions and arrangements 
contemplated by this Section 2.6, including entering into a written lease 
agreement reflecting the terms described in Section 2.6(d) and customary 
estoppels, non-disturbance agreements and consents (including consents to 
Liens) relating thereto.

                                 ARTICLE III

                    CONDITIONS AND DELIVERIES AT CLOSING
                    ------------------------------------

      3.1   Conditions to MTC's and CTBC's Obligations.  The respective 
obligations of CTBC and MTC to consummate the purchase and sale of the Option 
Assets and the Merger are subject to the satisfaction of the following 
conditions as of the Closing Date:

      (a)   The representations and warranties of Buyer and the Merger Company 
set forth in this Agreement will be true and correct in all material respects 
at and as of the time of the Closing as though then made;

      (b)   The FCC Approval Date will have occurred;

      (c)   The requisite waiting period, if any, under the Hart-Scott-Rodino 
Act will have expired or been terminated;

      (d)   No action or proceeding before any Governmental Entity will be 
pending wherein an unfavorable judgment, decree, injunction or order is 
reasonably expected to be obtained and would prevent the consummation of the 
Closing Transactions or declare unlawful the Closing Transactions or cause 
them to be rescinded; and

      (e)   Buyer, the Merger Company and First National Bank of Chicago or 
another institution which is reasonably acceptable to Thompson will have 
executed and delivered the Escrow Agreement, and the Escrow Agreement will be 
in full force and effect (assuming its due execution and delivery by 
Thompson).

All proceedings to be taken by Buyer and the Merger Company in connection with 
the consummation of the Closing Transactions and the other transactions 
contemplated by this Agreement and all certificates, instruments and other 
documents required to be delivered by Buyer and the Merger Company to effect 
the transactions contemplated by this Agreement will be reasonably 
satisfactory in form and substance to Thompson.  Any condition set forth in 
this Section 3.1 may be waived in writing by Thompson, and any such waiver 
will be effective as against MTC and CTBC.

None of MTC, CTBC nor Thompson may rely on the failure of any condition 
precedent set forth in this Section 3.1 to be satisfied if such failure was 
caused by MTC's, CTBC's or Thompson's failure to act in good faith or a breach 
of or failure to perform any of its representations, warranties, covenants or 
other obligations in accordance with the terms of this Agreement.

      3.2   Deliveries to Thompson.  In addition to the items described in 
Section 2.3(b) to be delivered to Thompson and CTBC, at the Closing, Buyer 
and/or the Merger Company will deliver to Thompson all of the following:

      (a)   Copies of all Consents (if any) which Buyer or the Merger Company 
is required to obtain in order to consummate the purchase and sale of the 
Option Assets or the Merger, as the case may be, and which have been obtained 
prior to the Closing;

      (b)   Certified copies of the resolutions of Buyer's and the Merger 
Company's boards of directors approving the transactions contemplated by this 
Agreement;

      (c)   A certificate, dated not earlier than the 10th day prior to the 
Closing Date, of the secretary of state of the state of incorporation or 
formation of Buyer (if Buyer is a corporation, limited partnership or limited 
liability company) and each state in which Buyer is required to be qualified 
to do business, stating that Buyer is in good standing in such state;

      (d)   A certificate, dated not earlier than the 10th day prior to the 
Closing Date, of the secretary of state of the state of incorporation of the 
Merger Company and each state in which the Merger Company is required to be 
qualified to do business, stating that the Merger Company is in good standing 
in such state; and

      (e)   A counterpart of the Escrow Agreement executed by the Escrow 
Agent, the Merger Company and Buyer.

      3.3   Deliveries to Buyer.  In addition to the items described in 
Section 2.3(b) to be delivered to Buyer, at the Closing, CTBC will deliver to 
Buyer all of the following:

      (a)   Copies of all Consents with respect to the purchase and sale of 
the Option Assets which have been obtained prior to the Closing;

      (b)   One or more opinions, dated the Closing Date, with respect to the 
matters set forth in the attached Exhibit C (subject to customary 
qualifications and exceptions), which opinion(s) will have been rendered by 
legal counsel to CTBC which is reasonably acceptable to Buyer;

      (c)   Certified copies of the resolutions of MTC's and CTBC's boards of 
directors approving the transactions contemplated by this Agreement;

      (d)   If the merger described in Section 4.9(c) has not occurred, a 
certificate, dated not earlier than the 10th day prior to the Closing Date, of 
the secretary of state of the State of California and each state in which MTC 
is required to be qualified to do business, stating that MTC is in good 
standing in such state;

      (e)   A certificate, dated not earlier than the 10th day prior to the 
Closing Date, of the secretary of state of the State of Tennessee and each 
state in which CTBC is required to be qualified to do business, stating that 
CTBC is in good standing in such state; and

      (f)   A counterpart of the Escrow Agreement executed by the Escrow Agent 
and Thompson.

All proceedings to be taken by the Companies and Thompson in connection with 
the consummation of the Closing Transactions and the other transactions 
contemplated by this Agreement and all certificates, opinions, instruments and 
other documents required to be delivered to Buyer to effect the transactions 
contemplated by this Agreement will be reasonably satisfactory in form and 
substance to Buyer.

      3.4   Deliveries to the Merger Company.  In addition to the items 
described in Section 2.3(b) to be delivered to the Merger Company, at the 
Closing, Thompson will deliver to the Merger Company all of the following:

      (a)   Copies of all Consents with respect to the Merger which have been 
obtained prior to the Closing;

      (b)   One or more opinions, dated the Closing Date, with respect to the 
matters set forth in the attached Exhibit C (subject to customary 
qualifications and exceptions), which opinion(s) will have been rendered by 
legal counsel to Thompson, MTC and CTBC which is reasonably acceptable to the 
Merger Company;

      (c)   Certified copies of the resolutions of MTC's and CTBC's boards of 
directors approving the transactions contemplated by this Agreement;

      (d)   If the merger described in Section 4.9(c) has not occurred, a 
certificate, dated not earlier than the 10th day prior to the Closing Date, of 
the secretary of state of the State of California and each state in which MTC 
is required to be qualified to do business, stating that MTC is in good 
standing in such state;

      (e)   A certificate, dated not earlier than the 10th day prior to the 
Closing Date, of the secretary of state of the State of Tennessee and each 
state in which CTBC, ETBC, WTBC or JIC is required to be qualified to do 
business, stating that such Company is in good standing in such state;

      (f)   Resignations of each officer or director of each Company effective 
as of the Closing or, as to any such director or officer who has not so 
resigned, evidence that such director or officer has been removed as such 
effective as of the Closing; and

      (g)   A counterpart of the Escrow Agreement executed by the Escrow Agent 
and Thompson.

All proceedings to be taken by the Companies and Thompson in connection with 
the consummation of the Closing Transactions and the other transactions 
contemplated by this Agreement and all certificates, opinions, instruments and 
other documents required to be delivered to the Merger Company to effect the 
transactions contemplated by this Agreement will be reasonably satisfactory in 
form and substance to the Merger Company.

                                 ARTICLE IV

                            PRE-CLOSING COVENANTS
                            ---------------------

      4.1   Operation and Maintenance of the Business.  Prior to the Closing, 
unless the Broker, any Option Holder or the Merger Company otherwise agrees in 
writing or MTC and CTBC are prohibited from taking the action in question by 
the terms of the ABRY Loan Documents or the Time Brokerage Agreement, each of 
MTC and CTBC will (and MTC will cause each other Company to):

            (a)   cause its liability and casualty insurance (or reinsurance) 
      policies in effect on the date of this Agreement not to be cancelled or 
      terminated or any of the coverage thereunder to lapse, unless 
      simultaneously with such termination, cancellation or lapse, replacement 
      policies providing coverage equal to or greater than the coverage under 
      the cancelled, terminated or lapsed policies for substantially similar 
      premiums are in full force and effect;

            (b)   keep in full force and effect its corporate existence and 
      all rights, franchises, Proprietary Rights and contractual rights 
      relating or pertaining to its business, including all Company FCC 
      Authorizations;

            (c)   maintain the Assets in such state of repair as is necessary 
      for the conduct of its business consistent with then-present needs and 
      past practices, including replacement in accordance with reasonably 
      prudent practices any inoperable, worn out or obsolete Assets with 
      assets of quality consistent with reasonably prudent practices and then-
      current needs and, in the event of a casualty, loss or damage to any of 
      the Assets prior to the Closing Date, whether or not MTC or CTBC is 
      insured, repair or replace such damaged property or use the proceeds of 
      such insurance in such other manner as the Option Holder or the Merger 
      Company may consent (which consent the Option Holder and the Merger 
      Company will not unreasonably withhold);

            (d)   maintain its books, accounts and records in accordance with 
      past custom and practice as used in the preparation of the Financial 
      Statements;

            (e)   use its best efforts to cooperate with the Option Holder and 
      the Merger Company to obtain for CTBC from A.C. Nielsen Company metered 
      rating service for the Station; and

            (f)   comply in all material respects with all Legal Requirements 
      and all contractual obligations applicable to its operations or 
      business, and pay all applicable Taxes which are due and payable (other 
      than any such Taxes which are being contested in good faith);

provided that, if the Time Brokerage Agreement requires the Broker to, but the 
Broker does not, provide CTBC with any funds which are necessary to enable 
CTBC to perform any obligation under this Section 4.1, then CTBC's failure to 
perform such obligation will not constitute a breach of this Section 4.1 so 
long as the Broker has not provided such funds.

Upon the Broker, the Option Holder or the Merger Company giving its written 
consent to any matter which otherwise would be prohibited by this Section 4.1, 
all schedules and exhibits to this Agreement will be deemed to have been 
amended so as to reflect such matter (it being the intent that no matter as to 
which the Option Holder or the Merger Company has given its written consent 
will result in a breach of any covenant, representation or warranty set forth 
in this Agreement).  In addition, no liability or obligation as to which such 
consent is given will constitute a Prohibited Obligation or result in a claim 
for indemnification pursuant to Section 8.2(a).

      4.2   Negative Covenants.  Except as disclosed on Schedule 4.2, from and 
after the date hereof and prior to the Closing, unless the Broker, any Option 
Holder or the Merger Company otherwise consents in writing or MTC or CTBC is 
required by the terms of the ABRY Loan Documents or the Time Brokerage 
Agreement to take the action in question, neither MTC nor CTBC will (and MTC 
will cause each other Company not to):

            (a)   amend or otherwise modify its certificate of incorporation 
      or bylaws in any manner which could adversely affect any Option Holder 
      or Buyer;

            (b)   enter into or amend any Program Contract or other Contract 
      (provided that, from August 1, 1998 until the Closing occurs, CTBC may 
      enter into any Program Contract which by its express terms will 
      terminate and be of no effect if the Closing occurs and which does not 
      take effect, and under which no obligation or liability of any Company 
      arises, accrues, is payable or must be performed, prior to July 1, 1999, 
      other than obligations to provide downpayments to secure payments 
      becoming due under any such Program Contract after June 30, 1999 (so 
      long as any such downpayment is made with funds provided to CTBC by 
      Thompson and CTBC is not obligated to repay such funds to Thompson if 
      the Closing occurs));

            (c)   incur any additional Indebtedness;

            (d)   incur any liability or obligation under any Trade (including 
      utilizing or receiving any additional services or goods under any Trade 
      arrangement in existence of the date of this Agreement);

            (e)   issue or grant any capital stock or any security, option or 
      other right which is convertible into or exercisable or exchangeable for 
      any capital stock, or any interest of a type described in Section 7 of 
      the Loftus Agreement;

            (f)   sell, lease (as lessor), assign or otherwise dispose of any 
      Asset, other than (i) any disposition of worn-out or obsolete Assets or 
      (ii) any disposition in connection with the replacement of the disposed 
      Asset with an Asset of equal or greater value and utility;

            (g)   waive any rights having a value in excess of $10,000 in the 
      aggregate;

            (h)   have any employee or engage any independent contractor other 
      than:  (i) the Broker, (ii) Loftus, or his successor as General Manager 
      of the Station, whose compensation and benefits will not be greater than 
      the amount of such compensation and benefits as in effect on the date of 
      this Agreement, (iii) a Chief Engineer, whose compensation and benefits 
      will not be greater than the amount of such compensation and benefits as 
      in effect on the date of this Agreement, (iv) a Receptionist/Business 
      Manager, whose compensation and benefits will not be greater than the 
      amount of such compensation and benefits as in effect on the date of 
      this Agreement, and (v) from and after January 1, 1998 only, Thompson, 
      whose compensation shall not exceed $22,000 per month;

            (i)   make any loan or advance to, or any guarantee for the 
      benefit of, any Person, other than advances made in the Ordinary Course 
      of Business of reimbursable expenses incurred by employees or 
      independent contractors;

            (j)   redeem, repurchase, or pay or declare any dividend or other  
      distribution or amount in respect of, any capital stock or  any security 
      or other right which is convertible into or exercisable or exchangeable 
      for any capital stock;

            (k)   enter into any ratings service or national or regional sales 
      representation arrangement;

            (l)   cause or permit any of ETBC, WTBC or JIC to conduct any 
      business, acquire any asset or other property, or incur any liability or 
      obligation of any kind or nature; 

            (m)   incur any obligation to pay money other than of a type 
      described in Exhibit D to the Time Brokerage Agreement;

            (n)   breach any obligation or default under the Time Brokerage 
      Agreement (provided that, if the Time Brokerage Agreement requires the 
      Broker to, but the Broker does not, provide CTBC with any funds which 
      are necessary to enable CTBC to perform any obligation under the Time 
      Brokerage Agreement, then CTBC's failure to perform such obligation will 
      not constitute a breach of this Section 4.2(n) so long as the Broker has 
      not provided such funds); or

            (o)   agree or commit to take any of the foregoing prohibited 
      actions.

Upon the Broker, the Option Holder or the Merger Company giving its written 
consent to any matter which otherwise would be prohibited by this Section 4.2, 
all schedules and exhibits to this Agreement will be deemed to have been 
amended so as to reflect such matter (it being the intent that no matter as to 
which the Option Holder or the Merger Company has given its written consent 
will result in a breach of any covenant, representation or warranty set forth 
in this Agreement).  In addition, no liability or obligation as to which such 
consent is given will constitute a Prohibited Obligation or result in a claim 
for indemnification pursuant to Section 8.2(a).

      4.3   Information.

      (a)   MTC and CTBC will (and MTC will cause the other Companies to)  
provide to the Option Holder and the Merger Company copies of all financial 
statements, budgets or other summaries of historical or projected financial 
information as and when the same are prepared on a monthly, quarterly, annual 
or other basis by any Company for internal management or reporting purposes.

      (b)   Without limiting the foregoing, from time to time at the Option 
Holder's or the Merger Company's request and upon reasonable notice and at 
reasonable times, each of MTC and CTBC will (and MTC will cause each other 
Company to) provide to the agents, employees and accounting, tax, legal and 
other advisors and representatives of the Option Holder and the Merger Company 
(i) access to the Assets, (ii) access to all accounts, insurance policies, Tax 
Returns, Contracts, and other books and records concerning the Companies and 
their respective businesses and such other relevant information and materials 
as may be reasonably requested (including the ability to make copies and 
abstracts thereof), and (iii) after the delivery of any Exercise Notice and so 
long as it has not been withdrawn, the opportunity to discuss the affairs, 
finances and accounts of the Companies with the directors, officers, 
management employees, present and former independent accountants of the 
Companies, in each case for the purposes of conducting such Option Holder's 
and the Merger Company's and such other parties' legal, accounting, financial 
and other due diligence review regarding the Companies and preparing for the 
financing and consummation of the Closing Transactions and the conduct of the 
Companies' businesses thereafter, in each case so long as such access does not 
unreasonably interfere with the business and operations of the Station.  After 
the delivery of any Exercise Notice and so long as it has not been withdrawn, 
the access described in the preceding sentence will also be afforded to the 
agents, employees and accounting, tax, legal and other advisors and 
representatives of the Option Holder's and the Merger Company's respective 
actual and respective prospective equity and debt financing parties and any 
Person with whom the Option Holder is contemplating entering into a time 
brokerage, local marketing or other operating arrangement after the Closing.

      (c)   None of MTC, CTBC or Thompson will (and MTC, CTBC and Thompson 
will cause each other Company and each affiliate, director, officer, employee 
or agent of the Companies or their affiliates not to), (i) solicit, initiate, 
encourage the submission of, or discuss with any Person other than the Option 
Holder, SBC and its Affiliates or the Merger Company, any proposal or offer 
from any Person (including any of them) relating to any (A) liquidation, 
dissolution or recapitalization of, (B) merger or consolidation with or into, 
(C) acquisition or purchase of assets of or any equity interest in, or (D) any 
similar transaction or business combination involving, any Company, or (ii) 
participate in any discussions or negotiations regarding, furnish any 
information with respect to, assist or participate in, or facilitate in any 
other manner any effort or attempt by any other Person to do or seek any of 
the foregoing.  MTC, CTBC and Thompson will (and MTC will cause each other 
Company to) notify the Option Holder and the Merger Company if any Person 
makes any proposal or offer with respect to any of the foregoing.  Without 
limiting the foregoing, neither Thompson nor MTC will enter into any agreement 
to transfer, or grant any option or right to acquire, any capital stock of MTC 
or CTBC to any Person other than SBC, any of its Affiliates, or the Merger 
Company.

      4.4   Consents Generally.  It is agreed by the Parties that it will be 
the responsibility of the Companies and Thompson to obtain all Consents (other 
than the FCC Consents and any Consent required under the Hart-Scott-Rodino 
Act, for which the Parties will share responsibility as described in Sections 
4.5 and 4.6) prior to the Closing.  After any exercise of the Option, MTC, 
CTBC and Thompson will use their respective best efforts (without being 
required to make any payment not specifically required by the terms of any 
related Contract or Legal Requirement or agree to any material modification or 
waiver of any term of any Contract or any other right) to (a) obtain or cause 
to be obtained prior to the Closing Date all Consents, and (b) cause each 
Consent to be effective as of the Closing Date (whether it is granted or 
entered into prior to or after the Closing).

      4.5   Application for FCC Consent.  Promptly (and, in any event, within 
10 business days) after delivery of any Exercise Notice, the Option Holder, 
the Merger Company, the Companies and Thompson, as may be required by the 
Communications Act or FCC Regulations, will complete their respective portions 
of applications to the FCC for the related FCC Consents and, together with the 
other Parties who are required to join in such filings, file such applications 
with the FCC.  Upon the initial filings described in the preceding sentence, 
SBC will pay to Thompson the $200,000 described in Section 2.2(b).  Each of 
MTC, CTBC, the Option Holder, the Merger Company and Thompson will (and MTC 
will cause each other Company to) diligently take or cooperate in the taking 
of all reasonable steps that are necessary, proper or desirable, and otherwise 
use its best efforts, to expedite the preparation and filing of such 
applications and their prosecution to Final Orders (it being understood that, 
upon any assignment of the Option, any such application(s) which are no longer 
appropriate may be withdrawn and this Section 4.5 will apply to the assignee 
Option Holder as if the Option were being exercised anew).  Each of MTC, CTBC 
and Thompson will (and Thompson will cause each Company to) provide the Option 
Holder and the Merger Company, and the Option Holder and the Merger Company 
will provide MTC and CTBC, with a copy of any pleading, order or other 
document served on such Person relating to any such application, unless such 
pleading, order or other document indicates on its face that it was served 
upon or delivered to the Option Holder, the Merger Company or such Company, as 
the case may be.

      4.6   Hart-Scott-Rodino.  After any exercise of the Option, the Option 
Holder, the Merger Company, CTBC, MTC and Thompson (as may be required by the 
Hart-Scott-Rodino Act) promptly will (and MTC will cause each other Company 
to) complete all documents required to be filed with the Federal Trade 
Commission and the United States Department of Justice in order to comply with 
the Hart-Scott-Rodino Act and, promptly (and in any event within 10 business 
days) after any Option Holder or the Merger Company requests such filings to 
be made and, together with the other Parties who are required to join in such 
filings, will file the same with the appropriate Governmental Entities.  The 
Option Holder, the Merger Company, MTC, CTBC and Thompson will (and Thompson 
will cause each Company to) promptly furnish all materials thereafter required 
by any of the Governmental Entities having jurisdiction over such filings, and 
will take all reasonable actions and will file and use reasonable efforts to 
have declared effective or approved all documents and notifications with any 
such Governmental Entity, as may be required under the Hart-Scott-Rodino Act 
or other federal antitrust laws for the consummation of the Closing 
Transactions.

      4.7   Notice and Cooperation Generally.

      (a)   Prior to the Closing, promptly (and, in any event, within 10 
business days) after it obtains knowledge thereof, but in all events prior to 
the Closing, the Option Holder or the Merger Company will inform Thompson in 
writing, and MTC, CTBC and Thompson will (and MTC will cause each other 
Company to) inform the Option Holder and the Merger Company in writing, of any 
fact or circumstance which, if it existed on the Closing Date, would 
constitute a breach of any representation or warranty of itself or any other 
Party set forth in this Agreement or any breach of any of its or any other 
Party's covenants or agreements set forth in this Agreement, or any order or 
decree or any complaint praying for an order or decree restraining or 
enjoining the consummation of the Closing Transactions, or upon receiving any 
notice from any Governmental Entity or any other Person of its intention to 
institute an investigation into or institute a suit or proceeding to restrain 
or enjoin the consummation of the Closing Transactions, or nullify or render 
ineffective the Option, this Agreement or the Closing Transactions if 
consummated.  No such knowledge or notice will affect any Party's right to 
indemnification or other remedy provided for in this Agreement in respect of 
any such matter of which it obtains knowledge or receives such notice.

      (b)   Without limiting the foregoing, MTC, CTBC and Thompson will (and 
MTC will cause each other Company to) give prompt written notice to the Option 
Holder (i) if any material portion of the Assets suffers damage on account of 
fire, explosion, or other cause of any nature which is sufficient to prevent 
operation of the Station in any material respect, (ii) if the regular 
broadcast transmission of the Station in the normal and usual manner in which 
it heretofore has been operating is interrupted or interfered with in any 
material manner for a period in excess of 24 consecutive hours, (iii) if MTC 
or CTBC receives a National Labor Relations Board union election petition 
relating to employees of the Station, (iv) if the Station receives notice from 
any Market Cable System currently carrying the Station's signal of such Market 
Cable System's intention to delete the Station from carriage or change the 
Station's channel position on such Market Cable System, (v) if any Market 
Cable System alleges that the Station does not deliver an adequate signal 
level, as defined in Section 76.55(c)(3) of the FCC Regulations, to such 
Market Cable System's principal headend (other than any such notice as to 
which such failure has been remedied or been determined not to exist), (vi) if 
there is filed any petition for special relief to include any additional 
community or area as part of the Station's television market, as defined in 
Section 76.55(e) of the FCC Regulations, or (vii) if there is filed any 
petition for special relief requesting the deletion of any community or area 
from the Station's television market.

      (c)   Each of MTC, CTBC and Thompson will (and Thompson will cause each 
Company to) use its best efforts to cause the conditions to MTC's and CTBC's 
obligations to consummate the Closing Transactions to be satisfied (including 
the preparation, execution and delivery of all agreements contemplated 
hereunder to be executed and delivered by such Party in connection with or 
prior to the Closing).  Thompson will cause each of MTC and CTBC to comply 
with all of its obligations under this Agreement and the Time Brokerage 
Agreement.  SBC (if SBC is not the Merger Company) will cause the Merger 
Company, and SBC will cause SBN, to comply with all of its obligations under 
this Agreement and the Time Brokerage Agreement.

      4.8   Real Estate Matters.

      (a)   Prior to the Closing, MTC, CTBC and Thompson will (and MTC will 
cause each other Company to) use their respective best efforts to assist the 
Option Holder and/or the Merger Company, at the requesting Person's expense, 
to obtain, with respect to each parcel of Leased Real Property, the following 
documents:  (i) estoppel letters from the lessors and/or sublessors of the 
Leased Real Properties, and (ii) non-disturbance agreements from the lenders 
of any of such lessors and/or sublessors.

      (b)   Prior to the Closing, MTC, CTBC and Thompson will (and MTC will 
cause each other Company to) use their respective best efforts to assist the 
Option Holder and/or the Merger Company, at the requesting Person's expense, 
to obtain, for the benefit of the Option Holder, MTC and/or CTBC, an ALTA 
Owners or Leasehold Policy of Title Insurance, as the case may be, Form B-
1970, for each of the Real Properties, issued by a title insurer designated by 
the requesting Person (the "Title Insurer"), in such amount as the requesting 
Person determines to be the fair market value thereof (including all 
Improvements thereon), insuring the interest of MTC or CTBC (or, after the 
Closing, the Option Holder) in such parcel as of the Closing Date, subject 
only to the Permitted Liens and those Liens described on Schedule 5.8F, and 
with such other endorsements and other terms and conditions as the requesting 
Person may request.

      (c)   At the Option Holder's or the Merger Company's request and 
expense, MTC, CTBC and Thompson will (and MTC will cause each other Company 
to) use their respective best efforts to assist the requesting Person in 
procuring, for the benefit of MTC, CTBC or the Option Holder, in preparation 
for the Closing, current surveys of each of the Real Properties, prepared by a 
licensed surveyor and conforming to 1992 ALTA/ACSM Minimum Detail Requirements 
for Urban Land Title Surveys, and such standards as the Title Insurer may 
reasonably require as a condition to the removal of any survey exceptions from 
the Title Policy, and certified to the requesting Person, its lenders and the 
Title Insurer, in a form sufficient to permit the issuance of the title 
policies described in Section 4.8(b).

      4.9   Excepted Transactions.  Notwithstanding the other provisions of 
this Article IV and Section 10.1, it is understood and agreed by the Parties 
that:

      (a)   Excluded Assets.  Prior to the Closing, the Companies shall 
transfer to Thompson or one or more of his designees, with or without 
consideration, any or all of the assets of the Companies described on the 
attached Exhibit D; provided that Thompson assumes all liabilities and 
obligations of the Companies with respect to any such transferred asset.  
After the Closing, Thompson will indemnify and hold harmless each of Buyer and 
the Companies in respect of all such liabilities and obligations.

      (b)   Disposition of ETBC, WTBC or JIC Stock and Certain Notes.  Prior 
to the Closing, MTC may distribute or otherwise transfer to Thompson all of 
the issued and outstanding capital stock of any or all of ETBC, WTBC and JIC, 
without any consideration being payable by Thompson in respect thereof, in 
which event the representations, warranties, covenants, closing conditions, 
agreements and other provisions set forth in this Agreement will no longer be 
deemed to refer to or apply to the corporation(s) the stock of which is so 
transferred.  MTC and Thompson will use their respective best efforts to 
effect such distributions or other transfers promptly after the date of this 
Agreement, and in any event on or prior to March 31, 1996.  In addition, prior 
to the Closing, CTBC and/or MTC may distribute or otherwise transfer to 
Thompson, without any consideration being payable by Thompson in respect 
thereof, MTC's and CTBC's rights to receive amounts payable to them by 
Thompson as of the date of this Agreement, as reflected in the audited 
financial statements as of June 30, 1995 heretofore delivered to ABRY by MTC 
and CTBC.

      (c)   Merger of MTC and CTBC.  Promptly after the date of this Agreement 
(and in any event within 10 days after the grant of any requisite approval by 
the FCC for the merger of MTC and CTBC becomes a Final Order), Thompson, MTC 
and CTBC will cause MTC to be merged with and into CTBC, with CTBC being the 
surviving corporation of that merger and Thompson being the sole stockholder 
of CTBC after such merger.  Toward that end, on or prior to February 23, 1996, 
Thompson, MTC and/or CTBC (as may be required by the Communications Act or the 
FCC Regulations) will file with the FCC the requisite application(s) (if any) 
for such approval by the FCC, and each of them will use his or its best 
efforts to prosecute such application(s) to a final grant.  MTC and CTBC will 
provide the Option Holder and the Merger Company with copies of such 
application(s), any supplemental information supplied to or filing with the 
FCC, any related pleading, order or other document served on Thompson or any 
Company, and all related correspondence and communications by or with the FCC.  
The certificate of incorporation and bylaws of CTBC immediately prior to such 
merger will be the certificate of incorporation and bylaws of the surviving 
corporation immediately after such merger, and the officers and directors of 
CTBC immediately prior to such merger will be the officers and directors of 
the surviving corporation immediately after such merger.  From and after the 
effectiveness of such merger, all references in this Agreement to MTC will be 
deemed to be references to CTBC, as the successor to MTC.

      (d)   Fourth Draw Proceeds.  If the Fourth Draw is made, then upon the 
making of the Fourth Draw CTBC may distribute or lend the cash proceeds of the 
Fourth Draw to Thompson.

      (e)   Repayment of New Thompson Loan.  Upon receipt thereof, CTBC may 
pay to Thompson up to $172,473 out of the amounts (if any) received by CTBC 
pursuant to subparagraph 5.C(v)(c) of the Time Brokerage Agreement.  Any such 
payment to Thompson will constitute a repayment of the New Thompson Loan.

      (f)   Deemed Amendment.  Upon the taking of any action expressly 
authorized by Section 4.9(a), 4.9(b), 4.9(c), 4.9(d) or 4.9(e), all schedules 
and exhibits to this Agreement will be deemed to have been amended so as to 
reflect such action (it being the intent that no action which is expressly 
authorized or required by Section 4.9(a), 4.9(b), 4.9(c), 4.9(d) or 4.9(e) 
will result in a breach of any covenant, representation or warranty set forth 
in this Agreement).  Thompson will give the Option Holder and the Merger 
Company prior written notice of the taking of any action which is expressly 
authorized or required by Section 4.9(a), 4.9(b), 4.9(c), 4.9(d) or 4.9(e).

      4.10   No Premature Assumption of Control.  Nothing contained in this 
Agreement or the Time Brokerage Agreement will give SBC, SBN, any Option 
Holder or the Merger Company any right to control the programming, operations, 
or any other matter relating to the Station prior to the Closing, and CTBC 
will have complete control of the programming, operations and all other 
matters relating to the Station up to the time of the Closing.

                                  ARTICLE V

                       REPRESENTATIONS AND WARRANTIES
                       ------------------------------
                          CONCERNING THE COMPANIES
                          ------------------------

      As a material inducement to SBC, in its capacities as the initial Option 
Holder and the initial Merger Company, to enter into this Agreement 
Supplement, and as a material inducement for ABRY to enter into the ABRY 
Credit Agreement Supplement, and for the benefit of any subsequent Option 
Holder, Buyer and Merger Company, MTC and CTBC hereby jointly and severally 
make the representations and warranties set forth in this Article V.  MTC and 
CTBC agree that, if the Closing occurs, then as of the time of the Closing 
each representation and warranty of MTC and CTBC set forth in this Article V 
will be deemed to be remade by MTC and CTBC as of the time of the Closing as a 
material inducement to Buyer and the Merger Company to consummate the Closing 
Transactions.

      5.1   Organization and Corporate Power.  With respect to each Company: 
(a) such Person is a corporation duly organized, validly existing and in good 
standing under the laws of the jurisdiction of its incorporation specified on 
Schedule 5.1 and is qualified to do business in every jurisdiction in which 
the nature of its business or its ownership of property requires it to be 
qualified and in which the failure to so qualify could have an adverse effect 
on it or its business; (b) all such jurisdictions in which such corporation is 
qualified are set forth on Schedule 5.1; (c) such corporation has full 
corporate power necessary to own and operate its properties to carry on its 
business as now conducted and as presently proposed to be conducted; (d) such 
authorizations are set forth on Schedule 5.1 are in full force and effect; (e) 
the copies of such corporation's certificate of incorporation and bylaws which 
have been furnished to ABRY reflect all amendments made thereto at any time 
and are correct and complete; (f) the minute books containing the records of 
meetings of such corporation's stockholders and board of directors, the stock 
certificate books and the stock record books of such corporation are correct 
and complete; and (g) such corporation is not in default under or in violation 
of any provision of its certificate of incorporation or by-laws.

      5.2   Authorization of Transactions.  Each of MTC and CTBC has full 
corporate power and authority to execute and deliver this Agreement the Time 
Brokerage Agreement and all other agreements contemplated hereby and thereby 
to which it is a party and to perform its obligations hereunder and 
thereunder.  The boards of directors of MTC and CTBC have duly approved this 
Agreement, the Time Brokerage Agreement and all other agreements contemplated 
hereby and thereby to which such corporation is a party and have duly 
authorized MTC's and CTBC's execution and delivery of this Agreement, the Time 
Brokerage Agreement and such other agreements and the performance of their 
respective obligations hereunder and thereunder.  No other corporate 
proceedings or actions on the part of MTC or CTBC are necessary to approve and 
authorize MTC's or CTBC's execution and delivery of this Agreement, the Time 
Brokerage Agreement or any other agreement contemplated hereby or thereby to 
which it is a party or the performance of its obligations hereunder or 
thereunder.  This Agreement, the Time Brokerage Agreement and all other 
agreements contemplated hereby or thereby to which MTC or CTBC is a party have 
been duly executed and delivered by such corporation and constitute the valid 
and binding agreements of such corporation, enforceable against such 
corporation in accordance with their terms, except as enforceability hereof or 
thereof may be limited by bankruptcy or other laws affecting creditor's rights 
generally and limitations on the availability of equitable remedies.

      5.3   Capitalization.  With respect to each Company: (a) the authorized, 
issued and outstanding stock of such Company is as set forth on Schedule 5.3 
and is owned beneficially and of record as set forth on Schedule 5.3; (b) 
except as set forth on Schedule 5.3, all of the issued and outstanding shares 
of such corporation have been duly authorized, are validly issued, fully paid 
and nonassessable, and are not subject to, nor were they issued in violation 
of any preemptive rights; (c) except as set forth on Schedule 5.3, there are 
no outstanding or authorized options, warrants, rights, contracts, calls, 
puts, rights to subscribe, conversion rights or other agreements or 
commitments to which any Company is a party or which are binding upon any 
Company and which provide for the issuance, disposition or acquisition of any 
Company's capital stock (other than this Agreement); (d) except as set forth 
on Schedule 5.3, there are no outstanding or authorized stock appreciation, 
phantom stock or similar rights with respect to such corporation; (e) except 
as set forth on Schedule 5.3, there are no voting trusts, proxies or any other 
agreements or understandings among any such corporation and/or the 
stockholders of any such corporation with respect to the voting of the capital  
stock or the conduct of the affairs of any such corporation; and (f) no such 
corporation is subject to any obligation (contingent or otherwise) to 
repurchase or otherwise acquire or retire any shares of the capital stock of 
any Company.

      5.4   Subsidiaries; Investments.  Other than the capital stock of CTBC, 
ETBC, WTBC and JIC owned by MTC as described on Schedule 5.3, no Company: (a) 
owns or holds any shares of capital stock or any other security, interest or 
investment in any other Person or any right which is exercisable or 
exchangeable for or convertible into any capital stock or other security, 
interest or investment in any other Person, or (b) has ever had any Subsidiary 
or any ownership interest in any Person.

      5.5   Absence of Conflicts.  Except for the FCC Consents, the expiration 
or termination of any applicable waiting period under the Hart-Scott-Rodino 
Act, or as set forth in Schedule 5.5, neither the execution, delivery and 
performance of this Agreement or the Time Brokerage Agreement by MTC or CTBC 
nor the consummation of the Closing Transactions or the arrangements 
contemplated by the Time Brokerage Agreement (a) do or will 

            (i)   conflict with or result in any breach of any of the 
      provisions of,

            (ii)   constitute a default under, 

            (iii)   result in a violation of, 

            (iv)   give any third party the right to terminate or to 
      accelerate any obligation under, 

            (v)   result in the creation of any Lien upon the capital stock of 
      any Company or any Assets under, 

the provisions of the certificate of incorporation or by-laws of any Company 
or any indenture, mortgage, lease, credit agreement or other agreement, 
instrument or other Contract or any Legal Requirement to which any Company is 
bound or by which any Company or any Asset is affected, or any of the same to 
which any Company or any Asset is subject, or (b) without limiting the 
foregoing, require any Consent of any Governmental Entity or any other Person.

      5.6   Financial Statements.  MTC and CTBC have furnished ABRY or another 
Option Holder with copies of (i) the unaudited balance sheets of CTBC as of 
April 30, 1995 and November 30, 1995 (such November 30, 1995 balance sheet 
being the "Latest Balance Sheet") and the related statements of income for the 
respective 4-month, 12-month and 11-month periods then ended; (ii) unaudited 
balance sheet and statements of income and cash flow for CTBC for the fiscal 
year ended December 31, 1991, and the audited balance sheets and statements of 
income and cash flow for CTBC for the fiscal years ended December 31, 1992, 
December 31, 1993 and December 31, 1994 and the 6-month period ended June 30, 
1995; and (iii) unaudited balance sheets and statements of income and cash 
flow for MTC for the fiscal years ended December 31, 1991, December 31, 1992, 
December 31, 1993, and December 31, 1994 and the 6-month period ended June 30, 
1995.  Copies of such financial statements (the "Financial Statements") are 
attached to this Agreement as Exhibit E.  Except as described on Schedule 5.6, 
each  Financial Statement (including the notes thereto, if any) is accurate 
and complete in all material respects, is consistent with the Companies' books 
and records (which, in turn, are accurate and complete in all material 
respects), and present fairly the Companies' financial condition and results 
of operations as of the times and for the periods referred to therein, and has 
been prepared in accordance with GAAP, subject in the case of unaudited 
financial statements to changes resulting from normal year-end adjustments 
(which will not be material individually or in the aggregate) and to the 
absence of footnote disclosure.

      5.7   Undisclosed Liabilities.

      (a)   Generally.  Except as described on Schedule 5.7, no Company has 
any obligation or liability (whether accrued, absolute, contingent, 
unliquidated or otherwise, whether or not known, whether due or to become due 
and regardless of when asserted) arising out of transactions entered into 
prior to the date of this Agreement or the Closing, or any action or inaction 
prior to the date of this Agreement or the Closing, or any state of facts 
existing prior to the Closing, other than

            (i)   liabilities and obligations under Contracts which are 
      described on Schedule 5.11,

            (ii)   liabilities and obligations under Contracts which are 
      Excludable Contracts,

            (iii)   Liabilities reflected on the liabilities side of the 
      Latest Balance Sheet or in the footnotes thereto, or

            (iv)   liabilities (other than pursuant to any Contract) which 
      have arisen in the Ordinary Course of Business since the date of the 
      Latest Balance Sheet

(none of which is a liability for breach of contract, breach of warranty, tort 
or infringement, or an environmental liability).  Without limiting the 
foregoing, no Company has any liability or obligation to Sirrom Capital 
Corporation or any affiliate thereof.

      (b)   Since Adjustment Time.  Without limiting Section 5.7(a), except as 
set forth on Schedule 5.7, since the Adjustment Time, no Company has:  (i) 
entered into or terminated any Contract (other than any Excludable Contract), 
(ii) incurred any Indebtedness, (iii) incurred any liability or obligation 
other than a current liability arising in the Ordinary Course of Business, 
(iv) paid or declared any distribution or redeemed or paid any amount of value 
in respect of any of its securities, (v) employed or otherwise engaged 
Thompson or incurred any liability to or in respect of (or made any payment to 
or directly or indirectly for the benefit of) any Insider, except as permitted 
by Section 9.8, (vii) sold or otherwise disposed of any asset or group of 
assets, or (viii) agreed to do any of the foregoing.

      5.8   Title to, Condition and Sufficiency of Assets.

      (a)   Owned Properties.  The parcels described on Schedule 5.8A (the 
"Owned Real Properties") constitute all of the fee simple interests in real 
property owned by CTBC.  No other Company owns any interest in any real 
property.  With respect to each parcel of Owned Real Property, except as 
described on Schedule 5.8A:  such parcel is free and clear of all Liens, 
except Permitted Liens, and CTBC owns good and marketable title thereto; (ii) 
there are no leases, subleases, licenses, concessions, or other agreements, 
written or oral, granting to any Person (other than another Company) the right 
of use or occupancy of any portion of such parcel; and (iii) there are no 
outstanding options or rights of first refusal to purchase such parcel or any 
portion thereof or interest therein.

      (b)   Leased Properties. The leases and subleases, if any, described on 
Schedule 5.8B (the "Leases") constitute all of the leases and subleases under 
which CTBC holds any leasehold or subleasehold interest in real property.  No 
other Company holds any leasehold in any real property.  Each Lease is in full 
force and effect, and under such Lease CTBC holds a valid and existing 
leasehold or subleasehold interest in the real property which is subject to 
such Lease (a "Leased Real Property").  The Leased Real Properties constitute 
all of the interests in real property held by MTC or CTBC other than in fee 
simple.  MTC and CTBC have delivered to ABRY or another Option Holder complete 
and accurate copies of each of the Leases, in each case including all 
modifications and amendments thereto.  With respect to each Lease, except as 
described on Schedule 5.8B:  (i) such Lease is legal, valid, binding, 
enforceable and in full force and effect; (ii) CTBC is not in breach or 
default in any material respect under, and no event has occurred which, with 
notice or lapse of time, would constitute such a breach or default or permit 
termination, modification or acceleration of, such Lease; (iii) to the 
Companies' knowledge, no other party to such Lease is in breach or default in 
any material respect under, and no event has occurred which, with notice or 
lapse of time, would constitute such a breach or default or permit 
termination, modification or acceleration of, such Lease; (iv) no party to 
such Lease has repudiated any provision thereof; (v) there are no disputes, 
oral agreements, or forbearances in effect as to such Lease; (vi) such Lease 
has not been modified in any respect, except to the extent that such 
modifications are disclosed by the documents delivered to ABRY or another 
Option Holder; and (vii) CTBC has not assigned, transferred, conveyed, 
mortgaged, deeded in trust or caused any Lien (other than any Permitted Lien) 
to exist with respect to any interest in such Lease.

      (c)   No Proceedings.  Except as set forth on Schedule 5.8C, there is no 
proceeding in eminent domain or any similar proceeding pending or (to the 
Companies' knowledge) threatened or affecting any Company's interest in any 
Owned Real Property or any Leased Real Property (collectively, the "Real 
Properties").  There exists no writ, injunction, decree, order or judgment 
outstanding, nor any litigation, pending or (to the Companies' knowledge) 
threatened, relating to the ownership, lease, use, occupancy or operation by 
any Company of any Real Property.

      (d)   Current Use.  The current use by each Company of the Real 
Properties does not violate in any material respect any instrument of record 
or agreement affecting any Real Property.  There is no violation in any 
material respect of any applicable covenant, condition, restriction, easement 
or agreement which violation could adversely affect any Company's interest in 
or use or occupancy of any Real Property.

      (e)   Condition and Operation of Improvements.  Except as described on 
Schedule 5.8E, as to each Owned Real Property and, to the Companies' 
knowledge, as to each Leased Real Property: (i) all components of all 
buildings, structures and other improvements included within the Real 
Properties (the "Improvements"), including the roofs and structural elements 
thereof and the heating, ventilation, air conditioning, air pollution emission 
capture and abatement, plumbing, electrical, mechanical, sewer, waste water 
and paving and parking equipment systems and facilities included therein, are 
in adequate condition to operate such facilities as currently used, occupied 
or operated, and there are no facts or conditions affecting any of the 
Improvements which would, individually or in the aggregate, interfere in any 
significant respect with the use, occupancy or operation thereof as currently 
used, occupied or operated; (ii) there are no structural deficiencies in any 
buildings located upon the Real Properties; and (iii) no Improvement or 
portion thereof is dependent for its access, operation or utility on any land, 
building or other improvement not included in the Real Properties.

      (f)   Ownership of Assets.  Except as set forth on Schedule 5.8F, MTC 
and CTBC (taken together) own good and marketable title in and to, or a valid 
leasehold interest in, all of the Assets, free and clear of all Liens (other 
than Permitted Liens).

      (g)   Condition of the Assets.  Except as set forth on Schedule 5.8G,  
the Assets are in a condition which is sufficient for the current operation of 
the Companies' respective businesses in the Ordinary Course of Business and 
there are no known latent defects with respect thereto.  The Companies, taken 
together, own or lease under valid leases all buildings, machinery, equipment 
and other tangible assets and intangible assets necessary for the conduct of 
their respective business as currently conducted and as presently proposed to 
be conducted.

      5.9   FCC Matters.

      (a)   Schedule 5.9A contains a complete list of all material Company FCC 
Authorizations.  Except as set forth on Schedule 5.9A:

            (i)   CTBC is the holder of the Company FCC Authorizations 
      described on Schedule 5.9A;

            (ii)   taken together, the Company FCC Authorizations set forth on 
      Schedule 5.9A constitute all of the material licenses and authorizations 
      required under the Communications Act and the FCC Regulations for the 
      operation of the Station and the conduct of the businesses of the 
      Companies as currently conducted and as presently proposed to be 
      conducted, and no further material FCC Authorization is necessary for 
      the continuation of the operation of the Station as currently conducted 
      or presently proposed to be conducted;

            (iii)   each Company FCC Authorization specified on Schedule 5.9A 
      is in full force and effect and is not subject to or scheduled for 
      renewal prior to the date specified for such Company FCC Authorization 
      on Schedule 5.9A;

            (iv)   each Company FCC Authorization is valid for the full term 
      thereof, none of Thompson nor any Company has any reason to believe that 
      any Company FCC Authorization will not be renewed for a full and 
      customary term in the ordinary course with no materially adverse 
      conditions (except with respect to general rule-making and similar 
      matters relating generally to television broadcast stations);

            (v)   there is not pending (or, to the Companies' knowledge, 
      threatened) any action by or before the FCC to revoke, cancel, rescind, 
      modify, or refuse to renew in the ordinary course any Company FCC 
      Authorization, and, except as described on Schedule 5.9A, there is not 
      now pending, issued or outstanding (or, to the Companies' knowledge, 
      threatened) by or before the FCC, any investigation, order to show 
      cause, cease and desist order, notice of violation, notice of apparent 
      liability, or notice of forfeiture, petition or complaint with respect 
      to any Company, Thompson, the Station or any Company FCC Authorization;

            (vi)   the Station is operating in compliance in all material 
      respects with all applicable FCC Authorizations, the Communications Act 
      and the FCC Regulations;

            (vii)   on the date of this Agreement, the Station is not short-
      spaced, on a grandfathered basis or otherwise, to any existing broadcast 
      television station, outstanding construction permit or pending 
      application therefor, domestic or international, or to any existing or 
      proposed TV allotment, domestic or international;

            (viii)   no Company has received any notice to the effect that it 
      is causing objectionable interference to the transmissions of any other 
      television station or communications facility or has received any 
      written complaints with respect thereto; and

            (ix)   no other television station or communications facility is 
      causing objectionable interference with the Station's transmissions or 
      the public's reception of the Station's transmissions.

      (b)   The Companies have delivered to ABRY their records and analysis 
with respect to cable system carriage of the Station (including as to cable 
systems which do not carry the Station) as of the date of this Agreement.

      5.10    Taxes.

      (a)   All Tax Returns required to be filed by any Company (taking into 
account any valid extension of time within which to file such Tax Returns) 
have been timely filed, and each such Tax Return has been prepared in 
compliance with all applicable Legal  Requirements and is true and accurate in 
all respects.  Each Affiliated Group has timely filed all Tax Returns required 
to be filed by it (taking into account any valid extension of time within 
which to file such Tax Returns) with respect to each Tax period during which 
any Company formed a part of such Affiliated Group, and each such Tax Return 
has been prepared in compliance with all applicable Legal Requirements and is 
true and accurate in all respects.

      (b)   All Taxes owed by any Company and which are due and payable 
(whether or not shown on any Tax Return) have been paid, and all Taxes owed by 
each Affiliated Group with respect to each Tax period during which any Company 
formed a part of such Affiliated Group and which are due and payable (whether 
or not shown on any Tax Return) have been paid.  Each Company and each such 
Affiliated Group has duly withheld and, if due and payable, paid all Taxes 
required to be withheld and paid with respect to amounts paid to employees, 
independent contractors, creditors and other Persons.

      (c)   Except as set forth on Schedule 5.10:

            (i)   with respect to each Taxable period of each Company, and 
      each Taxable period of an Affiliated Group during which any Company 
      formed a part of such Affiliated Group, either such Taxable period has 
      been audited by the relevant Taxing authority or authorities or the time 
      for assessing or collecting Tax with respect to such Taxable period has 
      closed and such Taxable period is not subject to review by any relevant 
      Taxing authority;

            (ii)   no Company (and no Affiliated Group, with respect to any 
      Taxable period during which any Company formed a part of such Affiliated 
      Group) has consented to extend the time, or is the beneficiary of any 
      extension of time, in which any Tax may be assessed or collected by any 
      Taxing authority;

            (iii)   no Company (and no Affiliated Group, with respect to any 
      Taxable period during which any Company formed a part of such Affiliated 
      Group) has requested or been granted an extension of the time for filing 
      any Tax Return which is presently in effect;

            (iv)   no Company is a party to or is bound by any Tax sharing 
      agreement or has any current or contingent contractual obligation to 
      indemnify any other Person with respect to Taxes, other than obligations 
      to indemnify a lessor for property Taxes or sales/use or gross receipts 
      Taxes (but not income or franchise Taxes) imposed on lease payments upon 
      terms which are customary in leases for property of the type in 
      question;

            (v)   there is no action, suit, proceeding, audit or investigation 
      with respect to Taxes now in progress, pending or threatened against or 
      with respect to any Company (or any Affiliated Group, with respect to 
      any Taxable period during which any Company was a member of such 
      Affiliated Group), and no claims have been asserted relating to Taxes 
      against any Company (or any Affiliated Group, with respect to any 
      Taxable period during which any Company was a member of such Affiliated 
      Group);

            (vi)   there are no Liens for Taxes (other than for Taxes not yet 
      due and payable) upon any of the Assets;

            (vii)   no Company owns any interest in real property located in 
      the State of New York;

            (viii)   no Company will be required, as a result of (a) a change 
      in method of accounting for a Tax period beginning before February 1, 
      1996, to include any adjustment under Section 481(c) of the Tax Code (or 
      any corresponding provision of state, local or foreign Tax law) in 
      Taxable income for any Tax period beginning after January 31, 1996, or 
      (b) any closing agreement under Section 7121 of the Tax Code (or any 
      corresponding provision of state, local or foreign Tax law), to include 
      any item of income in or exclude any item of deduction from Taxable 
      income for any Taxable period beginning after January 31, 1996;

            (ix)   each Company has disclosed on its federal, state, local or 
      foreign income Tax Returns all positions taken thereon that could 
      reasonably give rise to an accuracy-related penalty under Section 6662 
      of the Tax Code (or any corresponding provision of state, local or 
      foreign Tax law);

            (x)   no Company is a "passive foreign investment company," as 
      that term is used in Section 1296 of the Tax Code (or any corresponding 
      provision of state or local Tax law);

            (xi)   no Company will be required, during any Taxable period 
      commencing after January 31, 1996, to report any item of "subpart F 
      income," within the meaning of Section 952 of the Tax Code (or any 
      corresponding provision of state or local Tax law) which is attributable 
      to the operations of any Company prior to February 1, 1996;

            (xii)   other than for any Taxable period as to which all 
      applicable statutes of limitations had expired as of February 1, 1996, 
      no Company has been a member of any Affiliated Group or has filed or 
      been included in a combined, consolidated or unitary income Tax Return 
      except an Affiliated Group consisting solely of two or more of the 
      Companies;

            (xiii)   no Company (and no Affiliated Group, with respect to any 
      Taxable period during which any Company formed a part of such Affiliated 
      Group) has reason to believe that any Taxing authority has valid grounds 
      to claim or assess any additional Tax with respect to any Company for 
      any Taxable period in excess of any reserves for such Tax established by 
      the Person;

            (xiv)   no claim has been made against any Company by a Taxing 
      authority in a jurisdiction where such Company does not pay Taxes or 
      file Tax Returns that such Person is or may be subject to Taxes assessed 
      by such jurisdiction;

            (xv)   no Company has made any payment, nor is it obligated to 
      make any payment, that is not or will not be deductible by reason of 
      Section 28OG of the Tax Code or has given or will give rise to an excise 
      tax under Section 4999 of the Tax Code (or any corresponding provisions 
      of state, local or foreign Tax law);

            (xvi)   no Company has been a United States real property holding 
      corporation within the meaning of Section 897(c)(2) of the Tax Code (or 
      any corresponding provision of state, local or foreign Tax law) during 
      the applicable period specified in Section 897(c)(1)(A)(ii) of the Tax 
      Code (or any corresponding provision of state, local or foreign Tax 
      law);

            (xvii)   no Company has a permanent establishment in any foreign 
      country, within the meaning of the relevant Tax treaty between the 
      United States of America and such foreign country;

            (xviii)   neither Thompson nor any Company has filed a consent 
      under Section 341(f) of the Tax Code (or any corresponding provision of 
      state, local or foreign Tax law) with respect to any Company;

            (xix)   none of the Assets is subject to a tax benefit transfer 
      lease executed in accordance with Section 168(f)(8) of the Tax Code or 
      other applicable federal Tax legislation;

            (xx)   none of the Assets constitutes "tax exempt use property" 
      within the meaning of Section 168(h) of the Tax Code (or any 
      corresponding provision of state, local or foreign Tax law); and

            (xxi)   MTC or CTBC has furnished to ABRY or another Option Holder 
      true, correct and complete copies of all Tax Returns filed with respect 
      to any Company (and any Affiliated Group, for any Tax period during 
      which any Company formed a part of such Affiliated Group) for (1) each 
      Taxable period which remains open to audit, review or examination by the 
      relevant Taxing authority or authorities and (2) the most recent closed 
      Taxable period.

      (d)    To the Companies' knowledge, Schedule 5.10 contains a list of all 
states, territories and jurisdictions in which any Company or any Affiliated 
Group of which any Company forms a part is required to file any Tax Return.

      5.11   Contracts and Commitments.

      (a)   Except for this Agreement, the Time Brokerage Agreement, the ABRY 
Loan Documents, the TBON Documents, any Excludable Contract, and any customary 
licensing agreement entered into with BMI, ASCAP or a similar organization in 
the Ordinary Course of Business after the date of this Agreement 
(collectively, the "Specified Contracts"), or any Contract described on 
Schedule 5.11A or Schedule 5.11C, no Company is a party to or bound by any 
Contract, whether written or oral, including any:

            (i)   collective bargaining agreement or contract with any labor 
      union or any bonus, pension, profit sharing, retirement  or any other 
      form of deferred compensation plan or any stock purchase, stock option, 
      hospitalization insurance or similar plan or practice;

            (ii)   contract for the employment of any officer, individual 
      employee or other Person (including as an independent contractor or on a 
      consulting basis), or any agreement to provide severance benefits upon 
      any termination of employment or any independent contractor arrangement;

            (iii)   agreement or indenture relating to the borrowing of money 
      or  the incurrence of indebtedness or to mortgaging, pledging or 
      otherwise placing a Lien on any Asset;

            (iv)   agreements with respect to the lending or investing of 
      funds by any Company;

            (v)   network affiliation, license or royalty agreement;

            (vi)   Trade arrangement;

            (vii)   Program Contract;

            (viii)   guaranty of any obligation of any other Person, other 
      than endorsements made for collection made in the Ordinary Course of 
      Business;

            (ix)   sales representation agreement;

            (x)   agreement with any rating service or intellectual property 
      licensing organization;

            (xi)   lease or agreement under which it is lessee of, or holds or 
      operates, any personal property owned by any other party calling for 
      payments in excess of $10,000 annually or entered into outside of the 
      Ordinary Course of Business;

            (xii)   lease or agreement under which it is lessor of or permits 
      any third party to hold or operate any property, real or personal, owned 
      or controlled by it;

            (xiii)   contract which prohibits it from freely engaging in 
      business anywhere in the world;

            (xiv)   agreement, contract or understanding pursuant to which any  
      Company subcontracts work to third parties; or

            (xv)   other agreement material to it, whether or not entered into 
      in the Ordinary Course of Business.

      (b)   Except as disclosed on Schedule 5.11B, (i) each Specified Contract 
and each item which is required to be described on Schedule 5.11A is in full 
force and effect, unless it has expired by its terms, been terminated by any 
Company by reason of a breach of a party thereto other than a Company, or been 
terminated by a party other than the Company other than by reason of a breach 
by a Company, (ii) no Specified Contract and no item described on Schedule 
5.11A has been breached in any material respect or cancelled or repudiated by 
any Company or, on the date of this Agreement and the Companies' knowledge, by 
any other party thereto, (iii) each Company has performed in all material 
respects all the obligations required to be performed by it in connection with 
each Specified Contract and each item described on Schedule 5.11A and is not 
in receipt of any claim of default under any such Contract or item, (iv) no 
Company has a present expectation or intention of not fully performing any 
obligation pursuant to any Specified Contract or any item described on 
Schedule 5.11A, and (v) on the date of this Agreement, no Company has any 
knowledge of any anticipated breach by any other party to any Specified 
Contract or any item set forth on Schedule 5.11A.

      (c)   Schedule 5.11C specifies with respect to each Program Contract the 
number of unused exhibitions pursuant to the cash portion, if any, of such 
Program Contract as of February 1, 1996 and the schedule of payments due under 
each Program Contract as in effect on such date.

      (d)   MTC and CTBC have provided ABRY or another Option Holder with true 
and correct copies of all written contracts and other items which are referred 
to on Schedule 5.11A, in each case together with all amendments, waivers or 
other changes thereto. Schedule 5.11A contains an accurate and complete 
description of all material terms of all oral contracts and other oral items 
referred to therein.

      5.12   Proprietary Rights.

      (a)   Schedule 5.12A sets forth a complete and correct list of: (i) all 
registered Proprietary Rights and all pending applications for registration of 
Proprietary Rights owned, filed or used by any Company, (ii) all call letters 
used by any Company, (iii) all Proprietary Rights the loss of which would have 
a Material Adverse Effect, and (iv) all licenses or similar agreements or 
arrangements to which any Company is a party either as licensee or licensor 
for Proprietary Rights.

      (b)   Except as set forth on Schedule 5.12B, (i) taken together, the 
Companies own and possess all right, title and interest in and to, or have a 
valid and enforceable right to use, each of the Proprietary Rights required to 
be described on Schedule 5.12A, in each case free and clear of all Liens 
(other than Permitted Liens), and no claim by any third party contesting the 
validity, enforceability, use or ownership of any of the foregoing has been 
made, is currently outstanding or is threatened, (ii) no loss or expiration of 
any material Proprietary Right of any such type or material group of such 
Proprietary Rights is pending, reasonably foreseeable or, to the Companies' 
knowledge, threatened, (iv) no Company has received any notice of, nor is any 
Company aware of any facts which indicate a likelihood of, any infringement or 
misappropriation by, or conflict with, any third party with respect to any 
such Proprietary Right, including any demand or request that any Company 
license rights from a third party, (v) no Company has in any material respect 
infringed, misappropriated or otherwise conflicted with any rights of any 
third parties and no Company is aware of any infringement, misappropriation or 
conflict which will occur as a result of the continued operation of any 
Company's business as currently conducted or as presently proposed to be 
conducted, and (vi) the Proprietary Rights required to be described on 
Schedule 5.12A have not in any material respect been infringed, 
misappropriated or conflicted by any third party.

      (c)   Neither the consummation of the time brokerage arrangements 
pursuant to the Time Brokerage Agreement nor the consummation of the Closing 
Transactions will have an adverse effect on any Company's right, title and 
interest in and to any of the Proprietary Rights required to be described on 
Schedule 5.12A.  Each Company has taken all necessary actions to maintain and 
protect such Proprietary Rights so as to not adversely affect the validity or 
enforcement of such Proprietary Rights.  To the Companies' knowledge, the 
owners of the Proprietary Rights licensed to any Company have taken all 
necessary and desirable actions to maintain and protect such Proprietary 
Rights.

      5.13   Litigation; Proceedings.  Except as set forth in Schedule 5.13, 
there are no actions, suits, proceedings, orders, judgments, decrees or 
investigations pending (or, to the Companies' knowledge, threatened) against 
or affecting any Company at law or in equity, or before or by any Governmental 
Entity, and, to the Companies, knowledge, there is no basis for any of the 
foregoing.

      5.14   Brokerage.  There are no claims for brokerage commissions, 
finders, fees or similar compensation in connection with the transactions 
contemplated by this Agreement or the Time Brokerage Agreement based on any 
arrangement or agreement made by or on behalf of any Company.

      5.15   Governmental Licenses and Permits.  Schedule 5.15 contains a 
complete listing and summary description of all material permits, licenses, 
franchises, certificates, approvals and other authorizations of foreign, 
federal, state and local governments or other similar rights, other than FCC 
Authorizations (collectively, the "Licenses"), owned or possessed by any 
Company or used by any Company in the conduct of its business.  Except as 
indicated on Schedule 5.15, taken together, the Companies own or possess all 
right, title and interest in and to all of the Licenses which are necessary to 
conduct its business as currently conducted or presently proposed to be 
conducted.  No loss or expiration of any License is pending, reasonably 
foreseeable or, to the Companies' knowledge, threatened (including as a result 
of the transactions contemplated by this Agreement or the Time Brokerage 
Agreement) other than by reason of expiration in accordance with the terms 
thereof.

      5.16   Employees.  Each Company has complied in all material respects 
with all applicable Legal Requirements relating to the employment of personnel 
and labor, including provisions thereof relating to wages, hours, equal 
opportunity, collective bargaining and the payment of social security and 
other taxes, the Worker Adjustment and Retraining Act, and the Immigration 
Reform and Control Act of 1986.  Except as set forth on Schedule 5.11, no 
Company is a party to or bound by any collective bargaining agreement, nor has 
it experienced any strike, grievance, unfair labor practice claim or other 
material employee or labor dispute.  No Company has engaged in any unfair 
labor practice.  To the Companies' knowledge, there is no organizational 
effort presently being made or threatened by or on behalf of any labor union 
with respect to employees of any Company.

      5.17   Employee Benefit Plans.

      (a)   Plans.  No Company has any obligation to contribute to (or any 
other liability, including current or potential withdrawal liability, with 
respect to) (i) any "multiemployer plan" (as that term is defined in Section 
3(37) of the Employee Retirement Income Security Act of 1974, as amended 
("ERISA")), or (ii) except as set forth on Schedule 5.17, any employee or 
fringe benefit plan, program, policy or arrangement of any type providing 
benefits to current or former employees or independent contractors and their 
dependents and beneficiaries, whether or not terminated, whether or not 
funded, and whether or not subject to ERISA, including any such plan, program, 
policy or arrangement, or any multiemployer plan, maintained or contributed to 
(or formerly maintained or contributed to) by any member of a controlled group 
of businesses (within the meaning of Section 414 of the Tax Code) of which any 
Company is, or was, a member (the "Plans").

      (b)   Compliance.  No Plan is subject to ERISA, is (or is intended to 
be) qualified under Section 401(a) of the Tax Code, is subject to the 
prohibited transaction rules of Section 4975 of the Tax Code, or is funded or 
required to be funded.  No Plan provides medical, health, life insurance or 
other welfare-type benefits for current or future retired or terminated 
employees (except for limited continued coverage required to be provided under 
Section 4980B of the Tax Code or as required under applicable state law).  The 
Plans and all related trusts, insurance contracts and funds have been 
maintained, funded and administered in compliance in all material respects 
with the applicable provisions of all applicable Legal Requirements.  No 
actions, suits or claims with respect to any Plan (other than routine claims 
for benefits) are pending or to the Companies' knowledge threatened which 
could result in or subject any Company to any liability, and there are no 
circumstances which would give rise to or be expected to give rise to any such 
actions, suits or claims.

      (c)   Correct Copies.  MTC and CTBC have provided ABRY or another Option 
Holder with true and complete copies of all documents pursuant to which each 
Plan is maintained, funded and administered (or a description of such Plan if 
no written plan document exists) and the most recent annual reports (including 
Form 5500 and attachments) for the Plans, to the extent applicable.

      5.18   Affiliate Transactions. Except as set forth on Schedule 5.18, no 
Insider (a) is a party to any agreement, contract, commitment or transaction 
with any Company or which pertains to the business of any Company, or (b) has 
any interest in any Asset, other than as a stockholder of any Company as 
described on Exhibit B.

      5.19   Compliance with Laws.

      (a)   Each Company and each of their respective officers, directors, 
agents and employees have complied in all material respects with all 
applicable Legal Requirements which affect the business or business practices 
(including MTC's and CTBC's broadcasting, production, promotion, marketing and 
sales activities) of each Company or any Assets and to which any Company is 
subject, and no claim has been filed against any Company alleging a violation 
in any material respect of any such Legal Requirement.

      (b)   Except as set forth on Schedule 5.19, no Company is now subject 
(or has been subject during the previous five years) to any investigation, 
penalty assessment, or audit (in each case of which MTC or CTBC was made or 
became aware) by any Governmental Entity or to any other allegation that MTC 
or CTBC (including any agent, representative or broker acting on behalf of MTC 
or CTBC) violated the regulations of any such Governmental Entity or made a 
material false statement or omission to any Governmental Entity.

      5.20   Environmental Matters.  Except as described on Schedule 5.20:

      (a)   Each Company has complied in all material respects and is in 
compliance in all material respects with all Environmental and Safety 
Requirements.

      (b)   Each Company has obtained and complied in all material respects 
with, and is in compliance in all material respects with, all permits, 
licenses and other authorizations that are required pursuant to Environmental 
and Safety Requirements for the occupation of its facilities and the operation 
of its business, and such permits, licenses and other authorizations may be 
relied upon for continued lawful operation of the businesses of each Company 
immediately after each of the consummation of the arrangements contemplated by 
the Time Brokerage Agreement and the consummation of the Closing Transactions, 
in each case without transfer, reissuance, or other approval or action by any 
Governmental Entity or other Person.

      (c)   No Company has received any claim, complaint, citation, report or 
other notice regarding any liabilities or potential liabilities (whether 
accrued, absolute, contingent, unliquidated or otherwise), including any 
investigatory, remedial or corrective obligations, arising under Environmental 
and Safety Requirements.

      (d)   No above-ground or underground storage tank or surface 
impoundment, and no asbestos or PCB-containing material, exists or is present 
on, above or below any property owned, used, leased or occupied or formerly 
owned, used, leased or occupied by any Company.

      (e)   No present facts, events or conditions relating to the past or 
present facilities, properties or operations of any Company will prevent, 
hinder or limit continued compliance in all material respects with 
Environmental and Safety Requirements, give rise to any investigatory, 
remedial or corrective obligations pursuant to Environmental and Safety 
Requirements, or give rise to any other liabilities (whether accrued, 
absolute, contingent, unliquidated or otherwise) pursuant to Environmental and 
Safety Requirements, including any Environmental and Safety Requirement 
relating to onsite or offsite releases or threatened releases of hazardous or 
otherwise regulated materials, substances or wastes, personal injury, property 
damage or natural resources damage.

      (f)   No Company has received any claim, complaint, citation, report or 
other notice regarding any liabilities or potential liabilities (whether 
accrued, absolute, contingent, unliquidated or otherwise), including any 
investigatory, remedial or corrective obligations, arising under Environmental 
and Safety Requirements.

      (g)   Neither the execution and delivery of this Agreement nor the 
consummation of the Closing Transactions imposes any obligations for site 
investigation or cleanup, or notification to or consent of Governmental Entity 
or any other Person, pursuant to any "transaction-triggered" Environmental and 
Safety Requirement.

      (h)   No Company has, either expressly or by operation of law, assumed 
or undertaken any liability or corrective or remedial obligation of any other 
Person relating to Environmental and Safety Requirements.

      (i)   No Environmental Lien has attached to any property owned, leased 
or operated by any Company.

      5.21   Powers of Attorney.  Except as set forth on Schedule 5.21, there 
are no outstanding powers of attorney executed on behalf of any Company.

      5.22   Disclosure.  As they apply to the Station, any Asset or any 
Company, neither this Agreement, the Time Brokerage Agreement, nor any of the 
schedules or Exhibits hereto, contains any untrue statement of a material fact 
or omits a material fact necessary to make the statements contained herein or 
therein, in light of the circumstances in which they were made, not 
misleading.

                                 ARTICLE VI

           REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THOMPSON
           -------------------------------------------------------

      As a material inducement to SBC, in its capacities as the initial Option 
Holder and the initial Merger Company, to enter into this Agreement, and as a 
material inducement for ABRY to enter into the ABRY Credit Agreement 
Supplement, and for the benefit of SBC and any subsequent Option Holder, 
Merger Company or Buyer, Thompson hereby represents and warrants as set forth 
in this Article VI.  Thompson agrees that, if the Closing occurs, then as of 
the time of the Closing each representation and warranty set forth in this 
Article VI will be deemed to have been remade by Thompson as of the time of 
the Closing as a material inducement to Buyer and the Merger Company to 
consummate the Closing Transactions.

      6.1   Authorization of Transactions.  Thompson has full power, authority 
and legal capacity to execute and deliver this Agreement and all other 
agreements contemplated hereby to which Thompson is a party and to perform its 
obligations hereunder and thereunder.  No other proceedings or actions on the 
part of Thompson are necessary to approve and authorize the execution and 
delivery of this Agreement by Thompson or any other agreement contemplated 
hereby to which Thompson is a party or the performance of Thompson's 
obligations hereunder or thereunder.  This Agreement and the other documents 
contemplated hereby to which Thompson is a party have been duly executed and 
delivered by Thompson and constitute the valid and binding agreement of 
Thompson, enforceable against Thompson in accordance with their terms, except 
as enforceability hereof may be limited by bankruptcy or other laws affecting 
creditor's rights generally and limitations on the availability of equitable 
remedies.

      6.2   Conflicts.  Except for the FCC Consents, the expiration or earlier 
termination of any applicable waiting period under the Hart-Scott-Rodino Act 
and the Consents described on Schedule 5.5, neither the execution and the 
delivery of this Agreement and the other documents contemplated hereby to 
which Thompson is a party, nor the consummation of the transactions 
contemplated hereby and thereby, (a) do or will 

            (i)   conflict with, result in a breach of any of the provisions 
      of,

            (ii)   constitute a default under,

            (iii)   result in the violation of,

            (iv)   give any third party the right to terminate or to 
      accelerate any obligation under, 

            (v)   result in the creation of any Lien upon any of the capital 
      stock of MTC pursuant to, or 

            (vi)   require any consent, order, approval, authorization or 
      other action of, or any filing with or notice to, any Governmental 
      Entity or other Person under, 

the provisions of any indenture, mortgage, lease, credit agreement or other 
agreement or instrument by which Thompson is bound or by which Thompson or any 
of his assets are affected, or any Legal Requirement to which Thompson or any 
of his assets is subject, or (b) without limiting the foregoing, require any 
Consent.

      6.3   Brokerage.  There are no claims for brokerage commissions, 
finders, fees or similar compensation in connection with the transactions 
contemplated by this Agreement or the Time Brokerage Agreement based on any 
arrangement or agreement made by or on behalf of Thompson.

      6.4   Foreign Person.  Thompson is not a "foreign person" for purposes 
of the withholding requirements of Section 1445(a) of the Tax Code (or any 
corresponding provision of state, local or foreign Tax law).

      6.5   Litigation.  There are no actions, suits, proceedings, orders or 
investigations pending (or, to Thompson's or any Company's knowledge, 
threatened) against or affecting Thompson at law or in equity, or before or by 
any Governmental Entity, which would adversely affect Thompson's performance 
under this Agreement and the other agreements contemplated hereby to which 
Thompson is a party or the consummation of the transactions contemplated 
hereby or thereby.

      6.6   Shares.  Thompson holds of record and owns beneficially all of the 
issued and outstanding shares of capital stock of MTC, as set forth on the 
attached Exhibit B, free and clear of any restrictions on transfer (other than 
any restrictions under the Securities Act and any state securities laws), 
claims, taxes, charges, encumbrances, pledges, security interests, options, 
warrants, rights, contracts, calls, commitments, equities, demands or other 
Liens (other than any such item arising under this Agreement).  Thompson is 
not a party to any option, warrant, right, contract, call, put or other 
agreement or commitment providing for the disposition or acquisition of any 
capital stock of MTC or CTBC (other than this Agreement), and Thompson is not 
a party to any voting trust, proxy or other agreement or understanding with 
respect to the voting of any capital stock of or the conduct of the business 
or affairs of MTC or CTBC.

      6.7   Disclosure.  As they apply to Thompson or his properties, neither 
this Article VI, nor any of the schedules referred to herein, contains any 
untrue statement of a material fact or omits a material fact necessary to make 
the statements contained herein or therein, in light of the circumstances in 
which they were made, not misleading.

                                 ARTICLE VII

                       REPRESENTATIONS AND WARRANTIES
                       ------------------------------
                  AS TO OPTION HOLDERS AND MERGER COMPANIES
                  -----------------------------------------

      As a material inducement to MTC, CTBC and Thompson to enter into this 
Agreement and the other agreements which are being entered into by Thompson, 
MTC and/or CTBC with SBC and SBN on the date of this Agreement, SBC, in its 
capacities as the initial Merger Company and the initial Option Holder, hereby 
represents and warrants to MTC, CTBC and Thompson as set forth in this Article 
VII.  SBC, each Option Holder and each Merger Company agrees that, if the 
Closing occurs, then as of the time of the Closing each representation and 
warranty set forth in this Article VII will be deemed to have been remade by 
Buyer and the Merger Company (each as to itself and not as to any other 
Person) as of the time of the Closing as a material inducement to CTBC, MTC 
and Thompson to consummate the Closing Transactions.

      7.1   Authorization of Transaction. The representing Person has full 
power and authority to execute and deliver this Agreement and all other 
agreements contemplated hereby to which such Person is a party and to perform 
its obligations hereunder and thereunder.  No other proceedings or actions on 
the part of the representing Person are necessary to approve and authorize 
such Person's execution and delivery of this Agreement or any other agreement 
contemplated hereby to which such Person is a party or the performance of such 
Person's obligations hereunder or thereunder.  This Agreement and each of the 
other agreements contemplated hereby to which such Person is a party 
constitutes a valid and binding obligation of such Person, enforceable against 
such Person in accordance with their terms, except as enforceability hereof 
may be limited by bankruptcy or other laws affecting creditor's rights 
generally and limitations on the availability of equitable remedies.

      7.2   Conflicts.  As of the time of the Closing, except for the FCC 
Consents and the expiration or earlier termination of any applicable waiting 
period under the Hart-Scott-Rodino Act, neither the execution and delivery by 
the representing Person of this Agreement and the other documents contemplated 
hereby to which such Person is a party, nor the consummation by such Person of 
the transactions contemplated hereby and thereby, do or will 

            (i)   conflict with, result in a breach of any of the provisions 
      of,

            (ii)   constitute a default under, 

            (iii)   result in the violation of, 

            (iv)   give any third party the right to terminate or to 
      accelerate any obligation under, 

            (v)   require any consent, order, approval, authorization or other 
      action of, or any filing with or notice to, any Governmental Entity or 
      other Person pursuant to, or 

            (vi)   result in any Lien on the Purchase Price or the Merger 
      Consideration (other than pursuant to this Agreement or the Escrow 
      Agreement) under, 

the certificate or incorporation or bylaws or similar organizational documents 
of the representing Person or under the provisions of any indenture, mortgage, 
lease, credit agreement or other agreement or instrument to which such Person 
is bound or by which it or any of its assets are affected, or any Legal 
Requirement to which such Person or any of its assets is subject.

      7.3   Litigation.  There are no actions, suits, proceedings, orders or 
investigations pending (or, to the representing Person's knowledge, 
threatened) against or affecting such Person at law or in equity, or before or 
by any Governmental Entity, which would adversely affect such Person's 
performance under this Agreement and the other agreements contemplated hereby 
to which such Person is a party or the consummation of the transactions 
contemplated hereby or thereby.

      7.4   Brokerage.  There are no claims for brokerage commissions, 
finders, fees or similar compensation in connection with the transactions 
contemplated by this Agreement or the Time Brokerage Agreement based on any 
arrangement or agreement made by or on behalf of the representing Person.

      7.5   Disclosure.  As they apply to the representing Person, neither 
this Article VII, nor any of the schedules referred to herein, contains any 
untrue statement of a material fact or omits a material fact necessary to make 
the statements contained herein or therein, in light of the circumstances in 
which they were made, not misleading.

                                ARTICLE VIII

                     INDEMNIFICATION AND RELATED MATTERS
                     -----------------------------------

      8.1   Survival.  All representations, warranties, covenants and 
agreements set forth in this Agreement or in any writing or certificate 
delivered in connection with this Agreement will survive the execution and 
delivery of this Agreement, the Closing and the consummation of the Closing 
Transactions and will not be affected by any examination made for or on behalf 
of, or any notice to, any Party, the knowledge of any Party or any of their 
respective officers, directors, stockholders, employees, agents or other 
representatives, or the acceptance of any certificate or opinion.  The 
survival of the representations and warranties of MTC and CTBC set forth in 
this Agreement will be limited to the period of two years after the Closing 
Date (the intention being merely that any claim as to any such representation 
or warranty must be asserted by Buyer or the Merger Company during the period 
of such survival); provided that the representations and warranties set forth 
in Section 5.3 and Section 5.10, including as any such representation or 
warranty set forth in Section 5.3 or Section 5.10 is deemed to be remade as of 
the time of the Closing as described in the first paragraph of Article V, will 
so survive until the expiration of the various statutes of limitations which 
are applicable the matters covered thereby.

      8.2   Indemnification.

      (a)   By Thompson.  Subject to the limitations set forth in this Section 
8.2(a), after the Closing, Thompson will indemnify Buyer and the Merger 
Company and hold each of them harmless from and against any loss, liability, 
deficiency, damage or expense (including reasonable legal expenses and costs 
and including interest and penalties and any reasonable cost or expense 
arising from or incurred in connection with any action, suit, proceeding, 
claim or judgement relating to any matter described below, or in enforcing the 
indemnity provided by this Section 8.2) (a "Loss") which Buyer, the Merger 
Company or any Company may suffer, sustain or become subject to, as a result 
of:

            (i)   any matter which constitutes a breach of any representation 
      or warranty of MTC or CTBC set forth in this Agreement or the Initial 
      Option Agreement (including any representation or warranty deemed to be 
      remade by MTC or CTBC as of the time of the Closing pursuant to the 
      first paragraph of Article V) or (if such breach occurred or occurs 
      prior to the Closing) any covenant or agreement of MTC or CTBC set forth 
      in this Agreement or the Initial Option Agreement;

            (ii)   any matter which constitutes a breach of any 
      representation, warranty, covenant or agreement of Thompson set forth 
      this Agreement or the Initial Option Agreement (including any 
      representation or warranty deemed to be remade by Thompson as of the 
      time of the Closing pursuant to the first paragraph of Article VI) or 
      any certificate delivered by Thompson to Buyer or the Merger Company 
      with respect thereto in connection with the Closing or any Tax imposed 
      on Thompson with respect to any Closing Transaction;

            (iii)   any Tax (A) attributable to any Company or any Affiliated 
      Group of which any Company has been a member, for all Pre-Adjustment Tax 
      Periods or the portion of any Straddle Period ending on (and including) 
      January 31, 1996; or (B) attributable to any Company for any Post-
      Adjustment Tax Period or the portion of any Straddle Period after the 
      Adjustment Time, to the extent such Taxes relate to adjustments made by 
      any Taxing authority to any Company's treatment of any Tax item for any 
      Pre-Adjustment Tax Period or the portion of any Straddle Period ending 
      on (and including) January 31, 1996, including adjustments made by any 
      Taxing authority reducing any Company's depreciable basis for any assets 
      or the amount of any Tax Benefit as of the Adjustment Time; or

            (iv)   any litigation, investigation, proceeding, or other claim 
      by any Governmental Entity or any Person, to the extent it arises from 
      the business or operation of any Company or the Station prior to the 
      Adjustment Time;

provided that Thompson's liability pursuant to this Section 8.2(a) will be 
subject to the following limitations:

                  (A)   Thompson will not be liable for any Loss described in
            clause (i) or clause (iv) above unless and until the aggregate
            amount of all Losses described in clause (i) and clause (iv) above
            exceeds $100,000, in which event Thompson will be liable for all
            Losses described in clause (i) and clause (iv) above (and not only
            for Losses described in clause (i) and clause (iv) above to the
            extent that they exceed such $100,000 threshold),

                  (B)   Thompson will not be liable for any Loss described in
            clause (i) above based upon any representation or warranty, unless
            Buyer or the Merger Company gives Thompson written notice asserting
            the misrepresentation or breach in question on or prior to (i) if
            such Loss is based upon any representation or warranty set forth in
            Section 5.3 or Section 5.10, including as any such representation
            or warranty is deemed to be remade as of the time of the Closing as
            described in the first paragraph of Article V, then the expiration
            of the statute of limitations applicable to the matter covered
            thereby, or (ii) in the case of any other such Loss, the second
            anniversary of the Closing Date,

                  (C)   Thompson will not be liable for any Loss arising out of
            or relating to any misrepresentation or breach of warranty which
            arises solely by reason of Broker's activities with respect to the
            Station pursuant to the Time Brokerage Agreement, and

                  (D)   Thompson will not be liable with respect to any Loss to
            the extent that the amount of such Loss was actually included as a
            First Prohibited Obligation or Second Prohibited Obligation
            reflected in either Adjustment Amount as finally determined in
            accordance with Section 2.4 or 2.5 or reflected in the Current
            Obligations.

To the extent of the funds available from the Indemnity Fund, Buyer and the 
Merger Company may seek payment from the Indemnity Fund of any amount which 
becomes payable to Buyer or the Merger Company pursuant to this Section 
8.2(a).

      (b)   By Buyer and the Merger Company.  After the Closing, the Merger 
Company will indemnify Thompson and hold Thompson harmless from and against 
any Loss which Thompson may suffer, sustain or become subject to, as the 
result of

            (i)   any matter which constitutes a breach of any representation, 
      warranty, covenant or agreement of the Merger Company set forth in this 
      Agreement or the Initial Option Agreement (including any representation 
      or warranty deemed to be remade by the Merger Company as of the time of 
      the Closing pursuant to the first paragraph of Article VII), or (if such 
      breach occurs after the Closing) any covenant or agreement of MTC or 
      CTBC set forth in this Agreement, or any covenant or agreement of the 
      Merger Company set forth in this Agreement or the Initial Option 
      Agreement; or

            (ii)   any litigation, investigation, proceeding, or other claim 
      by any Governmental Entity or any Person, to the extent it arises from 
      or relates to the business or operation of MTC, CTBC or the Merger 
      Company after the Closing and not arising out of or relating to any item 
      described in clause (i), (ii), (iii) or (iv) of Section 8.2(a).

After the Closing, Buyer will indemnify Thompson and hold Thompson harmless 
from and against any Loss which Thompson may suffer, sustain or become subject 
to, as the result of

                  (A)   any matter which constitutes a breach of any
            representation, warranty, covenant or agreement of Buyer set forth
            in this Agreement or the Initial Option Agreement (including any
            representation or warranty deemed to be remade by Buyer as of the
            time of the Closing pursuant to the first paragraph of Article
            VII), or any covenant or agreement of Buyer set forth in this
            Agreement or the Initial Option Agreement; or

                  (B)   any litigation, investigation, proceeding, or other
            claim by any Governmental Entity or any Person, to the extent it
            arises from or relates to the business or operation of Option
            Assets or Buyer after the Closing and not arising out of or
            relating to any item described in clause (i), (ii), (iii) or (iv)
            of Section 8.2(a).

      (c)   Interest.  Any amount which becomes payable to Buyer, the Merger 
Company or Thompson pursuant to this Section 8.2 with respect to any Loss will 
bear interest at the Interest Rate from the date upon which a written request 
for indemnification in respect of such Loss is given to the Person from whom 
payment is sought through and including the date upon which such amount and 
such interest are paid in full.

      8.3   Indemnification Procedures.

      (a)   Notice of Claim.  Any Party making a claim for indemnification 
under Section 8.2 (the "Indemnified Party") will notify the Party from whom 
indemnification is claimed (the "Indemnifying Party") of the claim in writing 
promptly after receiving written notice of any action, lawsuit, proceeding, 
investigation or other claim against it (if by a third party) or discovering 
the liability, obligation or facts giving rise to such claim for 
indemnification.  Such notice will describe the claim, the amount thereof (if 
known and quantifiable), and the basis thereof, in each case to the extent 
known to the Indemnified Party.  The failure to so notify the Indemnifying 
Party will not relieve the Indemnifying Party of its obligations under Section 
8.2, except to the extent that such failure actually prejudices the 
Indemnifying Party.

      (b)   Assumption of Defense.  With respect to any third party claim 
which gives rise or is alleged to give rise to a claim for indemnity under 
Section 8.2 and which involves only the payment of money damages to such third 
party, the Indemnifying Party, at its option (subject to the limitations set 
forth below), will be entitled to control the defense of such claim and to 
appoint a nationally recognized reputable counsel acceptable to the 
Indemnified Party to act as lead counsel of such defense.  Prior to the 
Indemnifying Party assuming control of such defense, the Indemnifying Party 
must first (i) verify to the Indemnified Party in writing that the 
Indemnifying Party will be fully responsible (with no reservation of any 
rights) for all Losses relating to such claim and that it will provide full 
indemnification (whether or not otherwise required under Section 8.2) to the 
Indemnified Party with respect to all Losses relating to such action, and (ii) 
furnish the Indemnified Party with evidence which, in the Indemnified Party's 
reasonable judgment, establishes that the Indemnifying Party is and will be 
able to satisfy any such liability.

      (c)   Limits of Assumption of Defense.  An Indemnifying Party's rights 
pursuant to Section 8.3(b) will be subject to the following additional 
limitations:

            (i)   the Indemnified Party will be entitled to participate in the 
      defense of such claim and to employ counsel of its choice for such 
      purpose, and the fees and expenses of such separate counsel will be 
      borne by the Indemnified Party (except that the fees and expenses of 
      such separate counsel incurred prior to the date the Indemnifying Party 
      effectively assumes control of such defense will be borne by the 
      Indemnifying Party);

            (ii)   the Indemnifying Party will not be entitled to assume 
      control of such defense and will pay the fees and expenses of legal 
      counsel retained by the Indemnified Party if (A) the claim for 
      indemnification relates to or arises in connection with any criminal 
      proceeding, action, indictment, allegation or investigation, (B) the 
      Indemnified Party reasonably concludes that, in light of any actual or 
      potential conflict of interest, it would be inappropriate for legal 
      counsel selected by the Indemnifying Party to represent the Indemnified 
      Party, (C) the Indemnified Party reasonably believes that an adverse 
      determination with respect to the action lawsuit, investigation, 
      proceeding or other claim giving rise to such claim for indemnification 
      would be detrimental to or injure the Indemnified Party's reputation or 
      future business prospects (or, in the case of a claim by the Buyer, any 
      Company's or the Station's reputation or business prospects), or (D) 
      upon petition by the Indemnified Party, an appropriate court rules that 
      the Indemnifying Party failed or is failing to vigorously prosecute or 
      defend such claim; and

            (iii)   if the Indemnifying Party assumes control of the defense 
      of any such claim, then the Indemnifying Party will obtain the prior 
      written consent of the Indemnified Party before entering into any 
      settlement of such claim, if such settlement does not expressly and 
      unconditionally release the Indemnified Party from all liabilities and 
      obligations with respect to such claim, without prejudice.

      (d)   Special Provisions Relating to Tax Claims.

            (i)   Anything to the contrary in this Section 8.3 
      notwithstanding, Thompson will not, without first notifying the Merger 
      Company promptly of such intention and obtaining the Merger Company's 
      written consent thereto, compromise or settle any issue arising with 
      respect to a Tax claim in a manner which could result in a Tax Benefit 
      Reduction or otherwise affect the Tax liability of the Merger Company or 
      any Company for any Straddle Period or Post-Adjustment Tax Period.

            (ii)   Any indemnification payment required to be made hereunder 
      with respect to Taxes will be paid promptly after the fact and amount of 
      liability have been settled or, if later, the final determination by 
      either the appropriate Tax authority or a court of competent 
      jurisdiction (and, if such determination is potentially subject to 
      further appeal, the time for such appeal has expired).  The Indemnifying 
      Party will be required to post appropriate security as necessary to 
      protect the Indemnified Party from (A) the immediate imposition of a 
      Lien that arises or attaches from nonpayment after assessment and demand 
      of such amounts, or (B) seizures of assets.

            (iii)   Notwithstanding Section 8.3(d)(ii), any indemnification 
      payment which arises out of a Tax Benefit Reduction will be made 
      promptly after the date upon which the Indemnified Party actually 
      suffers a detriment from such Tax Benefit Reduction by making a payment 
      of Taxes which otherwise would have been subject to offset by any Tax 
      Benefit which would have been available absent the Tax Benefit 
      Reduction.  In calculating the Loss arising out of a Tax Benefit 
      Reduction, the amount of Taxes (exclusive of interest, penalties or 
      additions to tax) included in such Loss will be determined by 
      multiplying the amount of the Tax Benefit Reduction by the highest 
      marginal Tax rate applicable to the Indemnified Party for the Taxable 
      period as to which the Tax Benefit Reduction causes a detriment to the 
      Indemnified Party.

      8.4   Request for Payment; Dispute Resolution.

      (a)   Initial Payment Request and Dispute.  Any Party may assert a claim 
for payment of any Loss payable to it pursuant to Section 8.2 by delivering 
written notice (a "Payment Request") to the Party from who payment is sought 
(the "Requested Party") specifying a description and the amount of the Loss in 
question and the amount of the payment requested.  The Requested Party may 
dispute its obligation to pay such amount by giving the Requesting Party 
notice to that effect on or prior to the 10th business day after such Payment 
Request is given, and the Requesting Party and the Requested Party will 
negotiate in good faith to resolve any such dispute.  Any resolution of such 
dispute which is agreed to in writing by the Requesting Party and the 
Requested Party will be final and binding on them and any amount which is 
agreed by them will be due and payable on the date when each of them has 
executed such an agreement.  The resolution of any dispute as to which the 
Requesting Party and the Requesting Party do not reach written agreement will 
be governed by the provisions of Sections 8.4(b) through 8.4(g) below.  If the 
Requested Party does not so dispute its obligation to pay any requested 
amount, then such obligation will become final and binding on the Requested 
Party and the requested amount will be due and payable on the 10th business 
day after the Payment Request is given.

      (b)   Arbitration Generally.  The arbitration procedures described in 
this Section 8.4 will be the sole and exclusive method of resolving disputes 
regarding claims for indemnification pursuant to Section 8.2 ("Indemnification 
Disputes"); provided that nothing in this Section 8.4 will prohibit a party 
from instituting litigation to enforce any Final Arbitration Award.  Except as 
otherwise provided in the Commercial Arbitration Rules of the American 
Arbitration Association as in effect from time to time (the "AAA Rules"), the 
arbitration procedures described in this Section 8.4 and any Final Arbitration 
Award will be governed by, and will be enforceable pursuant to, the Uniform 
Arbitration Act as in effect in the State of New York from time to time.

      (c)   Notice of Arbitration.  If the Parties involved do not resolve any 
such asserted Indemnification Dispute as described in Section 8.4(a) during 
the 10 business days after dispute notice is given, then the Requesting Party 
or the Requested Party may commence arbitration pursuant to this Section 8.4 
by giving each other party involved in such Indemnification Dispute a written 
notice to that effect (an "Arbitration Notice"), setting forth any matters 
which are required to be set forth therein in accordance with the AAA Rules.

      (d)   Selection of Arbitrator.  Those of Buyer, the Merger Company and 
Thompson who are involved in the dispute will attempt to select a single 
arbitrator by mutual agreement.  If no such arbitrator is selected prior to 
the 10th business day after the related Arbitration Notice is given, then an 
arbitrator which is experienced in matters of the type which are the subject 
matter of the Indemnification Dispute will be selected in accordance with the 
AAA Rules.

      (e)   Conduct of Arbitration.  The arbitration will be conducted in New 
York, New York under the AAA Rules, as modified by any written agreement among 
the Parties involved in the dispute. The arbitrator will conduct the 
arbitration in a manner so that the final result, determination, finding, 
judgment or award determined by the arbitrator (the "Final Arbitration Award") 
is made or rendered as soon as practicable, and the parties will use 
reasonable efforts to cause a Final Arbitration Award to occur within 90 days 
after the arbitrator is selected.  Any Final Arbitration Award will be final 
and binding upon Buyer, the Merger Company and Thompson, and there will be no 
appeal from or reexamination of any Final Arbitration Award, except in the 
case of fraud, perjury or evident partiality or misconduct by the arbitrator 
prejudicing the rights of any Party or to correct manifest clerical errors.

      (f)   Enforcement.  A Final Arbitration Award may be enforced in any 
state or federal court having jurisdiction over the subject matter of the 
related Indemnification Dispute.

      (g)   Expenses.  A prevailing party in any arbitration proceeding 
described in this Section 8.4 will be entitled to recover from any non-
prevailing party such prevailing party's reasonable attorneys fees and 
disbursements in addition to any damages or other remedies awarded to such 
prevailing party, and any non-prevailing party also will be required to pay 
all other costs and expenses associated with the arbitration; provided that 
(1) if an arbitrator is unable to determine that a party is a prevailing party 
in any such arbitration proceeding, then such costs and expenses will be 
equitably allocated by such arbitrator upon the basis of the outcome of such 
arbitration proceeding, and (2) if such arbitrator is unable to allocate such 
costs and expenses in such a manner, then the costs and expenses of such 
arbitration will be paid one-half by Buyer and/or the Merger Company, 
collectively, and one-half by Thompson, and each Party will pay the out-of-
pocket expenses incurred by it.  As part of any Final Arbitration Award, the 
arbitrator may designate the prevailing party or parties for purposes of this 
Section 8.4(g).

      (h)   Date Due.  Any amount (including any expenses described in section 
8.4(g)) which is determined in any Final Arbitration Award to be payable by 
any Party will be due and payable on the business day after such Final 
Arbitration Award is rendered.

      8.5   Treatment of Indemnification Payments.  Each of Buyer, the Merger 
Company and Thompson will treat all payments made pursuant to Section 8.2 
(including all payments made to Buyer or the Merger Company out of the 
Indemnity Fund) as adjustments of the Purchase Price (if payable to or by 
Buyer) or the Merger Consideration (if payable to or by the Merger Company) 
for all purposes.

                                 ARTICLE IX

                            ADDITIONAL AGREEMENTS
                            ---------------------

      9.1   Transaction Structure.  If requested by the Option Holder and/or 
the Merger Company prior to the Closing, each of MTC, CTBC and Thompson will 
(and MTC will cause each other Company to) alter the form of the transfer of 
the direct or indirect ownership of the Assets and the Station which is 
contemplated by this Agreement (including as a merger, a reorganization, or a 
sale of assets followed by a sale of capital stock of CTBC or MTC) in a manner 
which is proposed by the Option Holder and/or the Merger Company and which 
will not cause the Companies or Thompson to realize ordinary income or capital 
gains in an amount which (taking into account and applying in full all 
available Tax Benefits of the Companies and Thompson) will cause the Companies 
or Thompson to incur any additional Tax liability (i.e., any Tax liability in 
excess of that which would arise if the transactions were effectuated in the 
manner described in this Agreement) as to which the Option Holder and the 
Merger Company do not agree in writing to reimburse Thompson.  Buyer and the 
Merger Company will indemnify and hold harmless Thompson from and against any 
such increased Tax liability or other cost or expense incurred by Thompson by 
reason of any such alteration in form of transaction.

      9.2   Press Releases and Announcement.  Prior to the Closing, no press 
releases related to this Agreement, the Time Brokerage Agreement or any 
Closing Transaction will be issued or made without the mutual approval of 
Thompson, the Option Holder and the Merger Company, except for any public 
disclosure which any Party in good faith believes is required by law or 
regulation (in which case the disclosing Party will give Thompson, if the 
Buyer or the Merger Company is the disclosing Party, or Buyer and the Merger 
Company, if a Company or a Thompson is the disclosing Party, an opportunity to 
review and comment upon such disclosure before it is made).  After the 
Closing, Thompson will not make any press release related to this Agreement, 
the Time Brokerage Agreement or any Closing Transaction without Buyer's and 
the Merger Company's consent.

      9.3   Further Transfers.  Buyer, CTBC, MTC, the Merger Company and 
Thompson each will execute and deliver such further instruments of conveyance 
and transfer and take such additional actions as any of the other of them may 
reasonably request to effect, consummate, confirm or evidence the transfer to 
Buyer of the Option Assets, the Merger and the other transactions contemplated 
hereby.

      9.4   Specific Performance.

      (a)   MTC, CTBC and Thompson acknowledge that MTC's and CTBC's 
businesses are unique, and recognize and affirm that in the event of a breach 
of this Agreement by MTC, CTBC or Thompson, money damages may be inadequate 
and the Option Holder and the Merger Company may have no adequate remedy at 
law.  Accordingly, MTC, CTBC and Thompson agree that the Option Holder and the 
Merger Company will have the right, in addition to any other rights and 
remedies existing in its favor, to enforce its rights and MTC's, CTBC's and 
Thompson's obligations hereunder not only by an action or actions for damages 
but also by an action or actions for specific performance, injunctive and/or 
other equitable relief.

      (b)   The Option Holder and the Merger Company acknowledge that their 
respective obligations pursuant to Sections 4.5 and 4.6 are unique, and 
recognize and affirm that in the event of a breach of either such Section by 
the Option Holder or the Merger Company, money damages may be inadequate and 
Thompson, MTC and CTBC may have no adequate remedy at law.  Accordingly, the 
Option Holder and the Merger Company agree that Thompson, MTC and CTBC may 
have the right, in addition to any other rights and remedies existing in its 
favor, to enforce its rights and the Option Holder's and the Merger Company's 
obligations under such Sections not only by an action or actions for damages 
but also by an action or actions for specific performance, injunctive and/or 
other equitable relief.

      9.5   Expenses.  Thompson, the Option Holder and the Merger Company will 
be responsible for all of their own fees, costs and expenses (including fees, 
costs and expenses of legal counsel, investment bankers, accountants, brokers 
or other representatives and consultants and appraisal fees, costs and 
expenses) incurred in connection with preparation, negotiation and execution 
of this Agreement and the Time Brokerage Agreement, the consummation of the 
Closing Transactions and the arrangements contemplated by the Time Brokerage 
Agreement and the preparation for the consummation of the Closing Transactions 
and such arrangements, and Thompson will be responsible for any such expenses 
incurred by any Company; provided that the Option Holder and the Merger 
Company, collectively, will pay one-half, and CTBC will pay one-half, of the 
filing fees required to be paid in connection with the applications and 
filings described in Sections 4.5 and 4.6. Thompson will be responsible for 
and will promptly pay all Taxes imposed on Thompson, any Company or any Asset 
by reason of any transaction contemplated by this Agreement.

      9.6   Non-Competition, Non-Solicitation and Confidentiality.

      (a)   Non-Competition.  In consideration of the making of the ABRY Loans 
and, after the Closing, the payment of the Purchase Price and the Merger 
Consideration, Thompson will not during the period beginning on the date of 
this Agreement and ending on the fifth anniversary of the Closing Date (the 
"Non-Compete Period"):

            (i)   engage (whether as an owner, lender, operator, manager, 
      employee, officer, director, consultant, advisor, representative or 
      otherwise) directly or indirectly in any form of the broadcast 
      television ownership or operation business in the Nashville, Tennessee 
      ADI (provided that neither involvement with MTC or CTBC as an officer, 
      director, consultant, employee or otherwise to the extent not otherwise 
      prohibited by this Agreement, nor ownership of less than 2% of the 
      outstanding stock of any publicly-traded corporation with which Thompson 
      has no other relationship, will be deemed to be a breach of this Section 
      9.6(a)); or

            (ii)   directly or indirectly contact, approach or solicit for the 
      purpose of offering employment to or hiring (whether as an employee, 
      consultant, agent, independent contractor or otherwise) or actually hire 
      any person who is both engaged by MTC or CTBC as an employee or 
      independent contractor on the date of this Agreement and engaged as an 
      employee or independent contractor by MTC, CTBC, SBC or any Affiliate 
      thereof, or by any other Person which may then own or operate the 
      Station, at the time of such contact, approach or solicitation, or 
      induce or attempt to induce any customer or other business relation of 
      any Company with respect to the Station into any business relationship 
      which might materially harm any Company with respect to the Station; 
      provided that this clause (ii) will not prohibit Thompson from 
      soliciting for employment any of Victoria Everly, Steven Glover, 
      Jennifer Thompson Hefner, Mark Hefner, Bryan Thompson, and Loftus.

If the final judgment of a court of competent jurisdiction declares that any 
term or provision of this Section 9.6(a) is invalid or unenforceable, then the 
Option Holder, the Merger Company and Thompson agree that the court making the 
determination of invalidity or unenforceability will have the power to reduce 
the scope, duration, or area of the term or provision, to delete specific 
words or phrases, or to replace any invalid or unenforceable term or provision 
with a term or provision that is valid and enforceable and that comes closest 
to expressing the intention of the invalid or unenforceable term or provision, 
and this Agreement will be enforceable as so modified after the expiration of 
the time within which the judgment may be appealed.

      (b)   Confidentiality.  Thompson will treat and hold as confidential all 
information concerning the business and affairs of any Company which is of a 
type that in accordance with the Companies, past practices has been treated as 
confidential or proprietary (the "Confidential Information"), refrain from 
using any Confidential Information except in connection with this Agreement or 
the conduct of the business of the Companies, and deliver promptly to MTC, 
CTBC, the Option Holder or the Merger Company or destroy, at the request and 
option of MTC, CTBC, the Option Holder or the Merger Company, all tangible 
embodiments (and all copies) of the Confidential Information which are in such 
Thompson's possession or under Thompson's control.  If Thompson is requested 
or required (by oral question or request for information or documents in any 
legal proceeding, interrogatory, subpoena, civil investigative demand, or 
similar process) to disclose any Confidential Information, Thompson will 
notify the Option Holder and the Merger Company promptly of the request or 
requirement so that a Company, the Option Holder or the Merger Company may 
seek an appropriate protective order or waive compliance with the provisions 
of this Section 9.6(b). If, in the absence of a protective order or the 
receipt of a waiver hereunder, Thompson is, on the advice of counsel, 
compelled to disclose any Confidential Information to any tribunal or else 
stand liable for contempt, then Thompson may disclose the Confidential 
Information to the tribunal; provided that Thompson will use his commercially 
reasonable efforts to obtain, at the request of a Company, the Option Holder 
or the Merger Company, an order or other assurance that confidential treatment 
will be accorded to such portion of the Confidential information required to 
be disclosed as a Company, the Option Holder or the Merger Company may 
designate.

      (c)   Remedy for Breach.  Thompson acknowledges and agrees that in the 
event of a breach by Thompson of any of the provisions of this Section 9.6, 
monetary damages will not constitute a sufficient remedy.  Consequently, in 
the event of any such breach, each Company, the Option Holder, the Merger 
Company and/or their respective successors or assigns may, in addition to 
other rights and remedies existing in their favor, apply to any court of law 
or equity of competent jurisdiction for specific performance and/or injunctive 
or other relief in order to enforce or prevent any violations of the 
provisions hereof, in each case without the requirement of posting a bond or 
proving actual damages.

      9.7   Tax Matters.

      (a)   Responsibility Generally.  Except to the extent that such Taxes 
are reflected as current liabilities in the computation of the Current 
Obligations, Thompson will be responsible for the payment of all Taxes of any 
Company with respect to any Pre-Adjustment Tax Period and the portion of any 
Straddle Period ending on (and including) January 31, 1996.  The Companies 
will be responsible for the payment of all Taxes of the Companies with respect 
to any Post-Adjustment Tax Period and the portion of any Straddle Period 
beginning after January 31, 1996.

      (b)   Determination of Certain Taxes.  The Tax liabilities for each 
Straddle Period will be determined by closing the books and records of the 
Companies as of the Adjustment Time, and by treating the portion of the 
Straddle Period ending on (and including) January 31, 1996 and the portion of 
the Straddle Period beginning after January 31, 1996 as if they were separate 
Tax periods.

      (c)   Preparation of Returns.  The Companies will be responsible for 
preparing and filing on their own behalf all Tax Returns for any Pre-
Adjustment Tax Period as to which Tax Returns have not been filed on or prior 
to the date of this Agreement and for all Straddle Periods and Post-Adjustment 
Tax Periods; provided that all such returns will be subject to review and 
approval (which approval will not be unreasonably withheld or delayed) by the 
Merger Company prior to their filing.  With respect to all such Tax Returns 
for Pre-Adjustment Tax Periods and Straddle Periods, the Companies, except to 
the extent required or permitted by applicable law, will prepare such Tax 
Return in all respects, and make all elections, in a manner consistent with 
the Tax Returns filed for antecedent Taxable periods.  The Companies will be 
entitled to any Tax credits or refunds allowable to the Companies with respect 
to any Post-Adjustment Tax Period or Straddle Period, including Tax credits or 
refunds (1) arising out of the utilization of any Tax Benefit, or (2) 
attributable to the carryback of NOLs or other Tax Benefits from any Post-
Adjustment Tax Period to any Straddle Period.

      (d)   Cooperation.  Thompson, MTC, CTBC, Buyer and the Merger Company 
will (and MTC will cause the other Companies to) provide each other with such 
assistance, cooperation, and information as any of them may reasonably request 
in connection with (i) preparation of any Tax Return of any Company or with 
respect to any Company's operations, (ii) determining any Taxes or right to a 
refund of Taxes of any Company or with respect to any Company's operations, 
(iii) responding to any audit or other examination by any Taxing authority, or 
any judicial or administrative proceedings relating to liability for Taxes, 
and (iv) defending or prosecuting any action or proceedings in respect of 
Taxes assessed or proposed to be assessed against any Company or with respect 
to any Company's operations.  Thompson, MTC, CTBC, Buyer and the Merger 
Company each will (and MTC will cause the other Companies to) retain until the 
expiration of any relevant statutes of limitations (and, to the extent 
notified thereof, any extension thereof) and provide each other, at all 
reasonable times, with any work papers, records or other information which may 
be relevant to any of the matters listed in the preceding sentence.  A party 
requesting assistance or documentation hereunder will reimburse the party or 
parties providing such assistance or documentation for reasonable expenses 
incurred therein.

      9.8   Certain Employment Matters.  Notwithstanding Section 4.2(h), until 
the Closing, CTBC will pay on behalf of Thompson all premiums becoming due in 
order to maintain medical coverage for Thompson of the type in effect on the 
date of this Agreement (or, if such coverage in unavailable, then such similar 
coverage as CTBC is able to procure).

                                  ARTICLE X

                                MISCELLANEOUS
                                -------------

      10.1   Amendment and Waiver.  This Agreement may be amended and any 
provision of this Agreement may be waived; provided that any such amendment or 
waiver (a) will be binding upon MTC or CTBC prior to the Closing only if such 
amendment or waiver is set forth in a writing executed by MTC or Thompson, (b) 
will be binding upon MTC or CTBC after the Closing only if such amendment or 
waiver is set forth in a writing executed by the Merger Company, (c) will be 
binding upon Thompson only if such amendment or waiver is set forth in a 
writing executed by Thompson, (d) will be binding upon any Option Holder only 
if such amendment or waiver is set forth in a writing executed by any Option 
Holder or the Broker, and (e) will be binding upon any Merger Company only if 
such amendment or waiver is set forth in a writing executed by any Merger 
Company or the Broker.  No course of dealing between or among any Persons 
having any interest in this Agreement will be deemed effective to modify, 
amend or discharge any part of this Agreement or any rights or obligations of 
any Party under or by reason of this Agreement.  Any amendment or waiver 
entered into by any Option Holder in such capacity will be binding on all 
subsequent Option Holders and Buyer, and any amendment or wavier entered into 
by Person which at the time is the Merger Company in such capacity will be 
binding on all subsequent Persons who may be the Merger Company at any time.  
SBC will be responsible for any breach of this Agreement by any such assignee.

      10.2   Notices.  All notices, demands and other communications given or 
delivered under this Agreement will be in writing and will be deemed to have 
been given when personally delivered or delivered by express courier service.  
Notices, demands and communications to any Party will, unless another address 
is specified in writing, be sent to the address indicated below:

      to MTC or CTBC (prior to the Closing) or Thompson:

          c/o M.T. Communications, Inc.
          300 Peabody Street
          Nashville, TN 37210
          Attention:    Michael P. Thompson 
                        Daniel R. Loftus

       to MTC or CTBC (after the Closing), SBC, the Option Holder or the
       Merger Company:

          Sullivan Broadcasting Company, Inc.
          4431 Dyke Bennett Road
          Franklin, TN 37064
          Attention:    J. Daniel Sullivan

          with a copy (which will not constitute notice) to:

          Sullivan Broadcasting Company, Inc.
          18 Newbury Street
          Boston, MA  02116
          Attention:    Royce Yudkoff 
                        David Pulido

or to such other address and/or to the attention of such other individual, and 
with such other copy or copies, as the recipient may have designated by 
written notice to the sending Person.

      10.3   Binding Agreement; Assignment.

      (a)   This Agreement and all of the provisions hereof will be binding 
upon and inure to the benefit of the Parties and their respective successors 
and permitted assigns; provided that neither this Agreement nor any of the 
rights, interests or obligations hereunder may be assigned by MTC, CTBC, or 
Thompson without the prior written consent of the Option Holder and the Merger 
Company.  No consent or approval of MTC, CTBC or Thompson will be required for 
the assignment by SBC, or any of its direct or indirect assignees, of the 
Option or any other right under this Agreement, including SBC's right to be or 
to designate the Merger Company.

      (b)   No failure by any Party to insist upon the strict performance of 
any covenant, duty, agreement or condition of this Agreement or to exercise 
any right or remedy consequent upon a breach thereof will constitute a waiver 
of any such breach or any other covenant, duty, agreement or condition.

      10.4   Severability.  Whenever possible, each provision of this 
Agreement will be interpreted in such a manner as to be effective and valid 
under applicable law, but if any provision of this Agreement is held to be 
prohibited by or invalid under applicable law, such provision will be 
ineffective only to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provisions or the remaining provisions of 
this Agreement.

      10.5   No Strict Construction.  The language used in this Agreement will 
be deemed to be the language chosen by the Parties to express their mutual 
intent.  In the event an ambiguity or question of intent or interpretation 
arises, this Agreement will be construed as if drafted jointly by the Parties, 
and no presumption or burden of proof will arise favoring or disfavoring any 
Person by virtue of the authorship of any of the provisions of this Agreement.

      10.6   Captions.  The captions used in this Agreement are for 
convenience of reference only and do not constitute a part of this Agreement 
and will not be deemed to, limit, characterize or in any way affect any 
provision of this Agreement, and all provisions of this Agreement will be 
enforced and construed as if no caption had been used in this Agreement.

      10.7   Entire Agreement.  The provisions of the Initial Option Agreement 
will be superseded upon the execution and delivery of this Agreement; provided 
that the execution and delivery of this Agreement will not terminate, nullify 
or limit the liability of any Person for any misrepresentation or breach of 
any warranty, covenant or agreement set forth in the Initial Option Agreement.  
The execution and delivery of this Agreement will have no effect on the ABRY 
Loan Documents.  This Agreement and the documents referred to herein contain 
the entire agreement between the Parties and supersede any other prior 
understandings, agreements or representations by or between the Parties, 
written or oral, which may have related to the subject matter hereof in any 
way.

      10.8   Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which will be deemed an original but all of which taken 
together will constitute one and the same instrument.

      10.9   Governing Law.  All questions concerning the construction, 
validity and interpretation of this Agreement will be governed by and 
construed in accordance with the domestic laws of the State of New York, 
without giving effect to any choice of law or conflict of law provision 
(whether of the State of New York or any other jurisdiction) that would cause 
the application of the laws of any jurisdiction other than the State of New 
York.  In furtherance of the foregoing, the internal law of the State of New 
York will control the interpretation and construction of this Agreement (and 
all schedules and exhibits hereto), even if under that jurisdiction's choice 
of law or conflict of law analysis, the substantive law of some other 
jurisdiction would ordinarily apply.

      10.10   Parties in Interest.  Except as contemplated by Section 2.3(c), 
nothing in this Agreement, express or implied, is intended to confer on any 
Person other than the Parties and their respective successors and assigns any 
rights or remedies under or by virtue of this Agreement.

      10.11   Generally Accepted Accounting Principles.  Where any accounting 
determination or calculation is required to be made under this Agreement or 
the exhibits hereto, including the calculation of any amount relating to the 
determination of the Current Obligations and the Adjustment Amounts, such 
determination or calculation (unless otherwise provided) will be made in 
accordance with GAAP, except that if because of a change in GAAP any Company 
would have to alter a previously utilized accounting method or policy in order 
to remain in compliance with GAAP, such determination or calculation will 
continue to be made in accordance with MTC's and CTBC's previous accounting 
methods and policies.

      10.12   WAIVER OF JURY TRIAL.  AS A SPECIFICALLY BARGAINED INDUCEMENT 
FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (EACH PARTY HAVING HAD 
OPPORTUNITY TO CONSULT COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO 
TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY 
FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

      10.13   Other Definitional Provisions.

      (a)   The terms "hereof," "herein" and "hereunder" and terms of similar 
import will refer to this Agreement as a whole and not to any particular 
provision of this Agreement.  Section, clause, Exhibit and Schedule references 
contained in this Agreement are references to Sections, clauses, Exhibits and 
Schedules in or attached to this Agreement, unless otherwise specified.

      (b)   Each defined term used in this Agreement has a comparable meaning 
when used in its plural or singular form.  Each gender-specific term used in 
this Agreement has a comparable meaning whether used in a masculine, feminine 
or gender-neutral form.

      (c)   As used in this Agreement, the terms "knowledge" or "aware" will 
mean and include (i) the actual knowledge or awareness of the Person in 
question (which will include the actual knowledge and awareness of the 
officers and directors of such Person and all persons controlling such Person) 
and, in the case of MTC or CTBC, the actual knowledge or awareness of each of 
Thompson and Loftus, and (ii) the knowledge or awareness which a prudent 
business person would have obtained in the conduct of his business after 
making reasonable inquiry and reasonable diligence with respect to the 
particular matter in question.  The "knowledge" of the Companies will include 
the knowledge of each Company.

      (d)   Whenever the term "including" is used in this Agreement (whether 
or not that term is followed by the phrase "but not limited to, or "without 
limitation" or words of similar effect) in connection with a listing of items 
within a particular classification, that listing will be interpreted to be 
illustrative only and will not be interpreted as a limitation on, or an 
exclusive listing of, the items within that classification.

      (e)   Each reference in this Agreement to any Legal Requirement will be 
deemed to include such Legal Requirement as it hereafter may be amended, 
supplemented or modified from time to time and any successor thereto, unless 
such treatment would be contrary to the express terms of this Agreement.

      10.14   Termination.  This Agreement will terminate without any action 
by any Person immediately after the Expiration Time unless either (i) the 
Closing occurs prior to the Expiration Time, or (ii) any Exercise Notice is 
given prior to the Expiration Time and is not withdrawn prior to the 
Expiration Time.  This Agreement will terminate upon any withdrawal of any 
exercise of the Option pursuant to Section 1.4 if such withdrawal occurs on or 
after the Expiration Time.  Thompson may terminate this Agreement by giving 
written notice to that effect to the Option Holder and the Merger Company at 
any time after June 30, 1999 if the Closing has not occurred at the time such 
notice is given and neither Thompson nor any Company is in breach or default 
in any material respect of any of its obligations under this Agreement.  The 
Option Holder and the Merger Company may terminate this Agreement at any time 
prior to the Closing by giving written notice to that effect to Thompson.  No 
termination of this Agreement will relieve any Party from liability for any 
misrepresentation or breach of any representation, warranty, covenant or 
agreement set forth in this Agreement which occurs prior to such termination 
(which representations and warranties will survive for a period of two years 
after such termination). 

      10.15   CONSENT TO JURISDICTION.  THE PARTIES AGREE THAT NONEXCLUSIVE 
JURISDICTION AND VENUE IN ANY ACTION BROUGHT BY ANY PARTY PURSUANT OR RELATING 
TO THIS AGREEMENT WILL PROPERLY LIE IN ANY FEDERAL OR STATE COURT LOCATED IN 
THE BOROUGH OF MANHATTAN, NEW YORK, NEW YORK.  BY EXECUTION AND DELIVERY OF 
THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH 
COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO ANY SUCH 
ACTION.  THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN ANY SUCH 
COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR 
INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION.  EACH PARTY FURTHER 
AGREES THAT DELIVERY IN ACCORDANCE WITH SECTION 10.2 OF ANY PROCESS REQUIRED 
BY ANY SUCH COURT WILL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST 
SUCH PARTY, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY 
STATUTE OR RULE OF COURT.

                             *     *     *     *

      IN WITNESS WHEREOF, the Parties have executed this Amended and Restated 
Option Agreement as of the date first written above.

                                       SULLIVAN BROADCASTING COMPANY, INC.

                                       By:    /s/ Derrick Pulido
                                           --------------------------

                                       Its:   Exec. V.P.
                                           --------------------------

                                       M. T. COMMUNICATIONS, INC.

                                       By:  /s/ Michael P. Thompson
                                           --------------------------

                                       Its: Pres.
                                           --------------------------

                                       CENTRAL TENNESSEE BROADCASTING
                                       CORPORATION

                                       By:  /s/ Daniel R. Loftus
                                           --------------------------

                                       Its: President
                                           --------------------------

                                            /s/ Michael P. Thompson
                                           --------------------------
                                       Michael P. Thompson

                                       As to Section 2.3(c) only:

                                            /s/ Daniel R. Loftus
                                           --------------------------
                                       Daniel R. Loftus

                                                                      Exhibit A
                                                                      ---------

                                DEFINED TERMS
                                -------------

      As used in the Amended and Restated Option Agreement to which this 
Exhibit A is attached, the following terms will have the following respective 
meanings:

      "ABRY Loan Documents" means the "Credit Documents" referred to in the 
ABRY Credit Agreement.

      "Act III Acquisition" means the acquisition of substantially all of the 
outstanding common stock of Act III Broadcasting, Inc., a Delaware 
corporation, by SBC (then known as "A--3 Acquisition, Inc."), which 
acquisition was consummated on January 4, 1996.

      "Adjustment Amount" means the First Adjustment Amount or the Second 
Adjustment Amount.

      "Adjustment Time" means 12:01 a.m., Nashville, Tennessee, time, on 
February 1, 1996.

      "Adjustment Time Receivables" means the accounts receivable of CTBC as 
of the Adjustment Time.

      "Affiliated Group" means an affiliated group of corporations as defined 
in Section 1504(a) of the Tax Code (or any analogous combined, consolidated or 
unitary group defined under state, local or foreign income Tax law).

      "Assets" at any time means the assets, rights and properties, whether 
owned, leased or licensed, real, personal or mixed, tangible or intangible, 
used in or pertaining to the business of the Station or any Company at such 
time.

      "Communications Act" means the Communications Act of 1934, as in effect 
from time to time.

      "Consent" means any consent, order, approval, authorization or other 
action of, or any filing with or notice to or other action with respect to, 
any Governmental Entity or any other Person which is required for any of the 
execution, delivery or performance of this Agreement or the Time Brokerage 
Agreement, the consummation of the arrangements contemplated by the Time 
Brokerage Agreement, the consummation of any Closing Transaction, or the 
conduct of the business of any Company or holding or utilization of any Asset 
hereafter or thereafter, whether such requirement arises pursuant to any Legal 
Requirement, Contract or otherwise, including any of the foregoing which is 
required in order to prevent a breach of or a default under or a termination 
or modification of any Contract.

      "Company FCC Authorizations" means all FCC Authorizations issued to or 
held by the Companies.

      "Contract" means any oral or written agreement, instrument, document, 
lease, employee benefit or welfare plan or other business or commercial 
arrangement (in each case, including any extension, renewal, amendment or 
other modification thereof) to which any Company is a party or by which any 
Company is bound or to which any Company or any Asset is subject or which 
pertains to the business or properties of any Company or the Station.

      "Current Obligations" means the aggregate amount of the following items 
(without duplication):

            (a)   all liabilities of any Company for any expense of any type 
      described in Section 10.5 of the Initial Option Agreement or Section 9.5 
      of this Agreement, or for any expense of any Company in connection with 
      the performance of MTC's, CTBC's or Thompson's obligations under this 
      Agreement (other than any item which this Agreement specifies is to be 
      at Buyer's, the Option Holder's or the Merger Company's expense) 
      (collectively, "Transaction Expenses"), which either (i) were incurred 
      prior to the Adjustment Time and were not paid prior to the Adjustment 
      Time or (ii) were incurred after the Adjustment Time, whether or not 
      paid on, after or prior to the date of this Agreement and which are not 
      of a type which is described on Exhibit D to the Time Brokerage 
      Agreement;

            (b)   all Film Obligations which first became payable prior to the 
      Adjustment Time (without regard to any postponement entered into after 
      the Adjustment Time of the due date of any amount payable thereunder) 
      and which were not paid prior to the Adjustment Time;

            (c)   all Make-Good Obligations of the Companies which the Broker 
      or CTBC satisfies or has satisfied since the Adjustment Time; and

            (d)   all liabilities of the Companies, determined in accordance 
      with GAAP on a consolidated basis, as of the Adjustment Time, excluding 
      all Transaction Expenses, all Film Obligations, all Make-Good 
      Obligations, the principal amount of and unpaid accrued interest on the 
      ABRY Loans (the amount of which unpaid accrued interest was $443,395 as 
      of the Adjustment Time), and any amount payable pursuant to the release 
      attached hereto as Exhibit H, if paid by any Company.

For purposes of this Agreement and the Time Brokerage Agreement, the amount of 
the Current Obligations will be determined without regard to any compromise or 
settlement which may be effected after the date of this Agreement as 
contemplated by subparagraph 5.D of the Time Brokerage Agreement. 

      "Double-Run Program" means any telecast of any episode of any 
programming title specified below to the extent episodes of such programming 
were telecast on the Station on more than six occasions during any week after 
June 30, 1995 and on or prior to the date of this Agreement (whether or not 
the same episode of such programming is telecast on the Station on more than 
one occasion during any such day):

      Baywatch
      Blossom
      Fresh Prince of BelAir (other than from June 30, 1995 through the end of
        the 1995-96 television season)
      Heat of the Night

      "Environmental and Safety Requirements" means all Legal Requirements, 
and all obligations under any Contract, concerning public health and safety, 
worker health and safety, and pollution or protection of the environment, 
including all those relating to the presence, use, production, generation, 
handling, transport, treatment, storage, disposal, distribution, labeling, 
testing, processing, discharge, release, threatened release, control, or 
cleanup of any hazardous or otherwise regulated materials, substances or 
wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, 
toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated 
biphenyls, noise or electromagnetic radiation.

      "Environmental Lien" means any Lien, either recorded or unrecorded, in 
favor of any Governmental Entity and relating to any liability arising under 
Environmental and Safety Requirements.

      "Escrow Agent" has the meaning which the Escrow Agreement assigns to 
that term.

      "Escrow Agreement" means the Escrow Agreement to be entered into among 
Buyer, the Merger Company, Thompson and First National Bank of Chicago or 
another institution which is reasonably acceptable to Buyer, the Merger 
Company and Thompson (as Escrow  Agent), to be dated as of the Closing Date, 
substantially in the form of Exhibit F attached to this Agreement, as such 
Escrow Agreement is in effect from time to time.

      "Excludable Contract" means any Contract entered into in the Ordinary 
Course of Business with a Person who is unrelated to any Company or any 
Insider and:

            (a)   under which the Companies have (and under which, as of the 
      Adjustment Time, the Companies had) only monetary obligations which in 
      the aggregate do not exceed $10,000; or

            (b)   which is a Time Sales Contract which provides solely for the 
      sale of advertising time for cash;

in each case, so long as the termination of such Contract (either alone or 
together with the all other similar or related Contracts) could not have a 
Material Adverse Effect.

      "FCC" means the Federal Communications Commission or any successor 
thereto.

      "FCC Approval Date" means the first day upon which each FCC Consent is 
effective.

      "FCC Authorization" means any license or authorization issued by the 
FCC, together with all applications therefor, all renewals, extensions and 
modifications thereof and all additions thereto.

      "FCC Consents" means all Consents of the FCC.

      "FCC Regulations" means all published regulations and policies 
promulgated by the FCC, under the Communications Act or otherwise, as in 
effect from time to time.

      "Film Obligations" means all payment obligations of any Company under 
any Program Contract.

      "Final Approval Date" means the first date upon which each FCC Consent 
relating to the Closing Transactions is effective and is a Final Order.

      A "Final Order" means any FCC Consent (a) which has not been reversed, 
stayed, set aside, enjoined, annulled or suspended (whether under Section 402 
or 405 of the Communications Act or otherwise) and (b) as to which (i) no 
request has been filed for administrative or judicial review, reconsideration, 
appeal, certiorari or stay and the time for filing any such request and for 
the FCC to review such FCC Consent on its own motion has expired, or (ii) if 
such a review, reconsideration or appeal has occurred, such review, 
reconsideration or appeal has been denied and the time for further review, 
reconsideration or appeal has expired.

      "First Adjustment Amount" means the sum of:

            (a)   (i) the amount (if any) by which the Current Obligations 
      exceeds $491,944, (ii) reduced by the amount of the proceeds of the 
      collections of the Adjustment Time Receivables which are retained by the 
      Broker pursuant to subparagraph 5.C(v)(b) of the Time Brokerage 
      Agreement;

            (b)   the amount (if any) by which (i) the amount of the proceeds 
      from the collections of the Adjustment Time Receivables which are 
      retained by the Broker pursuant to subparagraph 5.C(v)(c) of the Time 
      Brokerage Agreement, is less than (ii) $342,669;

            (c)   if the aggregate amount of all First Prohibited Obligations 
      exceeds $100,000, then further decreased by each of the following:

                  (1)   200% of the aggregate amount of all First Prohibited
            Debt Obligations incurred after the Adjustment Time and on or prior
            to the date of this Agreement (whether or not paid) or incurred
            prior to the Adjustment Time and not paid in cash prior to the
            Adjustment Time;

                  (2)   the aggregate amount of all payments made prior to the 
            Adjustment Time in respect of First Prohibited Debt Obligations and
            during the existence of any Default or Event of Default (as those 
            capitalized terms are defined in the ABRY Credit Agreement);

                  (3)   200% of the aggregate amount of all First Prohibited
            Trade Obligations incurred after the Adjustment Time and on or
            prior to the date of this Agreement (whether or not performed) or
            incurred prior to the Adjustment Time and not performed prior to
            the Adjustment Time;

                  (4)   200% of the aggregate amount of all First Prohibited
            Film Obligations (whether the underlying Film Contract was entered
            into prior to or after the Adjustment Time) which were neither paid
            in cash prior to the Adjustment Time nor reflected in the Current
            Obligations;

                  (5)   the aggregate amount of all First Prohibited Film 
            Obligations which are reflected in the Current Obligations;

                  (6)   the aggregate amount of all First Prohibited Other 
            Obligations which are reflected in the Current Obligations; and

                  (7)   200% of the aggregate amount of all First Prohibited
            Other Obligations (whether incurred prior to or after the
            Adjustment Time) which were neither paid in cash prior to the
            Adjustment Time nor reflected in the Current Obligations.

The First Adjustment Amount may be less than $0.  The Parties intend that the 
amount of the First Adjustment Amount reflect 200% of the amount of certain 
First Prohibited Debt Obligations, First Prohibited Trade Obligations, First 
Prohibited Film Obligations and First Prohibited Other Obligations.  
Therefore, such amounts may be reflected in two or more of clauses (a), (b) 
and (c)(1) through (c)(7) above and/or in the Current Obligations.

      "First Prohibited Debt Obligations" means all Indebtedness of any 
Company (other than the ABRY Loans, the Studio Deposit, the New Thompson Loan 
and the TBON Borrowing) which, without duplication,

            (a)    was outstanding on June 30, 1995 and which was not 
      described on Exhibit I to the Initial Option Agreement,

            (b)   was incurred by any Company on or after June 30, 1995 and 
      prior to the date of this Agreement in violation of Section 4.2 of the 
      Initial Option Agreement,

in each case, together with all interest, premium, penalties and other charges 
associated therewith, and in either case whether or not paid prior to the date 
of this Agreement; provided that the following will not constitute First 
Prohibited Debt Obligations:  a Company's obligation to repay any bona fide 
advance of funds to such Company by Thompson prior to the Adjustment Time, or 
reasonable interest thereon, any "Refinanced Indebtedness" referred to in the 
Initial Option Agreement, or any Indebtedness described on Exhibit G to this 
Agreement.

      "First Prohibited Film Obligations" means all obligations (including the 
value of all time to be provided in barter, based on the average spot price 
for the time period in question) which were payable by any Company on June 30, 
1995 or which have become or will become payable by any Company at any time 
(including after the date of this Agreement) pursuant to any Program Contract

            (a)   which any Company entered into on or prior to June 30, 1995 
      and which was not described on Schedule 5.10 to the Initial Option 
      Agreement or

            (b)   which any Company entered into in violation of Section 4.2 
      of the Initial Option Agreement,

in either case whether or not paid prior to the Adjustment Time; provided that 
no obligation arising under any Program Contract which is described on 
Schedule 5.10 to this Agreement will constitute a First Prohibited Film 
Obligation.

      "First Prohibited Obligations" means all First Prohibited Debt 
Obligations, First Prohibited Film Obligations, First Prohibited Other 
Obligations and First Prohibited Trade Obligations.

      "First Prohibited Other Obligations" means all payments, liabilities and 
obligations of any Company

            (a)   which were required to be identified, but which were not 
      identified, on Schedule 5.7 to the Initial Option Agreement as of June 
      30, 1995 or

            (b)   the incurrence or payment of which constitutes a 
      misrepresentation or breach of warranty set forth in Section 5.7(b) of 
      this Agreement (other than any First Prohibited Debt Obligation, First 
      Prohibited Film Obligation or First Prohibited Trade Obligation),

in each case whether or not paid or satisfied prior to the date of this 
Agreement, and the cost of all Double-Run Programming (the "cost" of any 
programming for purposes of this paragraph being determined on a straight-
line, per-episode or per-run basis, as applied to the Film Obligations paid or 
payable pursuant to the applicable Program Contract); provided that no 
obligation described on Schedule 5.7 to this Agreement will constitute a First 
Prohibited Other Obligation.

      "First Prohibited Trade Obligations" means Trade-Out Payables existing 
as of June 30, 1995 and not disclosed on Exhibit B to the Initial Option 
Agreement, and all Trade-Out Payables incurred after June 16, 1995 and prior 
to the date of this Agreement, whether or not discharged prior to the date of 
this Agreement; provided that no Trade-Out Payable incurred pursuant to any 
Trade arrangement described on Schedule 5.7 to this Agreement will constitute 
a First Prohibited Trade Obligation.

      "GAAP" means United States generally accepted accounting principles, as 
in effect from time to time.

      "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust 
Improvements Act of 1976, as in effect from time to time.

      "Holdback Amount" means $4,000,000; provided that, if the First 
Adjustment Amount is finally determined in accordance with Section 2.4 prior 
to the Closing, then the "Holdback Amount" will be $4,000,000 reduced by the 
lesser of (a) the First Adjustment Amount and (b) $500,000.

      "Indebtedness" means without duplication, (i) any indebtedness for 
borrowed money or issued in substitution for or exchange of indebtedness for 
borrowed money, (ii) any indebtedness evidenced by any note, bond, debenture 
or other debt security, (iii) any indebtedness for the deferred purchase price 
of property or services with respect to which a Person is liable, contingently 
or otherwise, as obligor or otherwise (other than trade payables and  other 
current liabilities incurred in the ordinary course of business which are not 
more than six months past due) (iv) any commitment by which a Person assures a 
creditor against loss (including contingent reimbursement obligations with 
respect to letters of credit), (v) any indebtedness guaranteed in any manner 
by a Person (including guarantees in the form of an agreement to repurchase or 
reimburse), (vi) any obligations under capitalized leases with respect to 
which a Person is liable, contingently or otherwise, as obligor, guarantor or 
otherwise, or with respect to which obligations a Person assures a creditor 
against loss, (vii) any indebtedness secured by a Lien on a Person's assets 
(other than any Lien arising by operation of law) and (viii) any unsatisfied 
obligation for "withdrawal liability" to a "multiemployer plan" as such terms 
are defined under ERISA.  Film Obligations will not constitute "Indebtedness."

      "Indemnity Fund" has the meaning which the Escrow Agreement assigns to 
that term.

      "Insider" means any stockholder of any Company, any officer or director 
of any Company, any affiliate or relative of any of the foregoing Persons, or 
any Person in which any of the foregoing Persons directly or indirectly owns 
any material beneficial interest.

      "Interest Rate" means 18% per annum (or, if lower, the highest rate 
permissible under applicable law).

      "Legal Requirements" means the Communications Act, the FCC Regulations, 
and all other federal, state and local laws, statutes, codes, rules, 
regulations, ordinances, judgments, orders, decrees and the like of any 
Governmental Entity, including common law.

      "Lien" means any mortgage, pledge, hypothecation, lien (statutory or 
otherwise), preference, priority, security agreement or other encumbrance of 
any kind or nature whatsoever (including any conditional sale of other title 
retention agreement and any lease having substantially the same effect as any 
of the foregoing and any assignment or deposit arrangement in the nature of a 
security device).

      "Make-Good Obligations" means all obligations of any Company to provide 
advertising time or pay money after the date of this Agreement in respect of:

            (1)   any advertising time telecast on or prior to the date of 
      this Agreement as to which any minimum ratings requirement specified by 
      the purchaser of such time and agreed to by a Company was not satisfied, 
      or

            (2)   any payment received on or prior to the date of this 
      Agreement, or any account receivable as of the date of this Agreement, 
      in respect of advertising time which was scheduled to be telecast on or 
      prior to the date of this Agreement but which was not actually telecast 
      in accordance with all applicable contractual requirements on or prior 
      to the date of this Agreement.

      "Market Cable System" means any cable television system located within 
the Station's market, as defined in Section 76.55(e) of the FCC Regulations.

      "Material Adverse Effect" means an adverse effect on the any of the 
business, financial condition, operating results, earnings, assets, customer, 
supplier, employee or independent contractor relations or business prospects 
of the Companies, taken as a whole.

      "Ordinary Course of Business" means the ordinary course of the conduct 
of business by MTC and CTBC, substantially consistent with their respective 
past practices and, as to any time after the date of this Agreement, as 
modified in the manner contemplated by the Time Brokerage Agreement.

      "Parties" means the Option Holder, the Merger Company, MTC, CTBC and 
Thompson.

      "Permitted Liens" means (i) Liens arising by operation of law and 
securing the payment of Taxes which are not yet due and payable; (ii) with 
respect to any property leased by any Company as lessee, the interest of the 
lessor in such property; and (iii) easements, rights-of-way, reservations of 
rights, conditions or covenants, zoning, building or similar restrictions or 
other restrictions or encumbrances that do not, individually or in the 
aggregate materially interfere with the use of the affected property in the 
operation of the Station as currently conducted or as presently proposed to be 
conducted; (iv) restrictions on transfer imposed under state or federal 
securities laws or pursuant to the Communications Act or the FCC Regulations); 
and (v) Liens arising under the TBON Documents.

      "Person" means an individual, a partnership, a limited liability 
company, a corporation, an association, a joint stock company, a trust, a 
joint venture, an unincorporated organization or any Governmental Entity.

      "Post-Adjustment Tax Period" means any Tax period beginning on or after 
February 1, 1996.

      "Pre-Adjustment Tax Period" means any Tax period ending before February 
1, 1996.

      "Program Contract" means all program licenses and other Contracts under 
which any Company is authorized to broadcast film product or programs on the 
Station.

      "Proprietary Rights" means all of the following items owned by, issued 
to or licensed to, any Company, along with all income, royalties, damages and 
payments due or payable at the Adjustment Time or thereafter, including 
damages and payments for past, present or future infringements or 
misappropriations thereof, the right to sue and recover for past infringements 
or misappropriations thereof and any and all corresponding rights that, now or 
hereafter, may be secured throughout the world:  patents, patent applications, 
patent disclosures and inventions (whether or not patentable and whether or 
not reduced to practice) and any reissue, continuation, continuation-in-part, 
division, revision, extension or reexamination thereof; trademarks, service 
marks, trade dress,  logos, trade names and corporate names together with all 
goodwill associated therewith, copyrights, registered or unregistered and 
copyrightable works; mask works; and all registrations, applications and 
renewals for any of the foregoing; trade secrets and confidential information 
(including ideas, formulae, compositions, know-how, manufacturing and 
production processes and techniques, research and development information, 
drawings, specifications, designs, plans, proposals, technical data, 
financial, business and marketing plans, and customer and supplier lists and 
related information); computer software and software systems (including data, 
databases and related documentation); other proprietary rights; licenses or 
other agreements to or from third parties regarding the foregoing; and all 
copies and tangible embodiments of the foregoing (in whatever form or medium), 
in each case including the items set forth on Schedule 5.12.

      "Second Adjustment Amount" means (a) 200% of the aggregate amount of all 
Second Prohibited Obligations, whether or not paid or satisfied at the time of 
the Closing, reduced (but not below zero) by (b) the excess (if any) of 
$100,000 over the aggregate amount of all First Prohibited Obligations.

      "Second Prohibited Debt Obligations" means all Indebtedness of any 
Company (other than the ABRY Loan, the Studio Deposit, the New Thompson Loan 
and the TBON Borrowing) which, without duplication,

            (a)   is outstanding on the date of this Agreement and which is 
      not described on Exhibit G to this Agreement,

            (b)   is incurred by any Company on or after the date of this 
      Agreement and prior to the Closing in violation of Section 4.2 of this 
      Agreement,

in each case, together with all interest, premium, penalties and other charges 
associated therewith, and in each case whether or not paid prior to the 
Closing.

      "Second Prohibited Film Obligations" means all obligations (including 
the value of all time to be provided in barter, based on the average spot 
price for the time period in question) which become or will become payable by 
any Company at any time (including after the Closing) pursuant to any Program 
Contract which any Company enters into in violation of Section 4.2 of this 
Agreement, in each case whether or not paid prior to the Closing.

      "Second Prohibited Obligations" means all Second Prohibited Debt 
Obligations, Second Prohibited Film Obligations and Second Prohibited Other 
Obligations.

      "Second Prohibited Other Obligations" means all liabilities and 
obligations of any Company

            (a)   which are required to be identified, but which are not 
      identified, on Schedule 5.7 to this Agreement or

            (b)   which are incurred by any Company in violation of Section 
      4.2 of this Agreement (other than any Second Prohibited Debt Obligation 
      or Second Prohibited Film Obligation),

in each case whether or not paid prior to the Closing.

      "Straddle Period" means any Taxable period beginning before and on or 
ending after February 1, 1996.

      With respect to any Person, a "subsidiary" means any corporation, 
partnership, association or other business entity of which (i) if a 
corporation, a majority of the total voting power of shares of stock entitled 
(without regard to the occurrence of any contingency) to vote in the election 
of directors, managers or trustees thereof, or a majority economic interest, 
is at the time owned or controlled, directly or indirectly, by that Person or 
one or more of the other subsidiaries of that Person or a combination thereof, 
or (ii) if a partnership, limited liability company, association or other 
business entity, a majority of the partnership or other similar ownership 
interest thereof is at the time owned or controlled, directly or indirectly, 
by any Person or one or indirect subsidiaries of that Person or a combination 
thereof.  For purposes hereof, a Person or Persons will be deemed to have a 
majority ownership interest in a partnership, limited liability company, 
association or other business entity if such Person or Persons will be 
allocated a majority of partnership, company, association or, other business 
entity gains or losses or will be or control the managing director or general 
partner of such partnership, company, association or other business entity.  
The capitalized term "Subsidiary" means any subsidiary of MTC.

      "Supplemental ABRY Loan" means the "Third Draw" referred to in the ABRY 
Credit Agreement.

      "Tax" (and, with correlative meaning, "Taxes", "Taxable" and "Taxing") 
means any (A) federal, state, local or foreign income, gross receipts, 
franchise, estimated, alternative minimum, add-on minimum, sales, use, 
transfer, registration, value added, excise, natural resources, severance, 
stamp, occupation, premium, windfall profits, environmental (including under 
Section 59A of the Tax Code), customs, duties, real property, real property 
gains, personal property, capital stock, social security, unemployment, 
disability, payroll, license, employee or other withholding, or other tax of 
any kind whatsoever, including any interest, penalties or additions to tax or 
additional amounts in respect of the foregoing; (B) liability of any 
corporation for the payment of any amounts of the type described in clause (A) 
arising as a result of being (or ceasing to be) a member of any Affiliated 
Group (or being included in any Tax Return relating thereto); and (C) 
liability for the payment of any amounts of the type described in clause (A) 
or (B) as a result of any express or implied obligation to indemnify or 
otherwise assume or succeed to the liability of any other Person.

      "Tax Code" means the Internal Revenue Code of 1986, as amended 
(including, where applicable, the Internal Revenue Code Of 1954, as amended).

      "Tax Benefit" means any of (1) any net operating loss as defined in Tax 
Code Section 172 ("NOL") or any net capital loss which may arise during all 
Post-Adjustment Tax Periods, (2) any passive activity losses, investment tax 
credits, passive activity  credits, foreign tax credits, or similar Tax 
benefits available Lo any Company for any Tax period, and (3) MTC's and each 
Subsidiary's depreciable Tax basis in any of its assets as of the Adjustment 
Time.

      "Tax Benefit Reduction" means any reduction in the amount of any Tax 
Benefit, other than any reduction relating Lo utilization of a Tax Benefit by 
any Company in a Post-Adjustment Tax Period or the portion of a Straddle 
Period beginning after the Adjustment Time.

      "Tax Return" means any return, declaration, report, claim for refund, 
information return or other document (including any related or supporting 
schedules, statements or information) filed or required to be filed in 
connection with the determination, assessment or collection of Taxes of any 
Person or the administration of any Legal Requirement relating to any Taxes.

      "Time Sale Contracts" means all orders, agreements and other Contracts 
for the sale of advertising time (including socalled infomercials) on the 
Station; provided that any so-called barter Program Contract will be deemed to 
constitute a "Program Contract," and not a "Time Sale Contract," for purposes 
of this Agreement.

      "Tower Site" means the premises owned by CTBC located at old Brick 
Church Pike, Nashville, Tennessee.

      "Trades" mean all trade, barter or similar arrangements for the sale of 
advertising time other than for cash on the Station; provided that any so-
called barter Program Contract will be deemed to constitute a "Program 
Contract," and not a "Trade," for purposes of this Agreement.

      "Trade-Out Payables" means all obligations of any Company to provide 
advertising time arising under any Trade, whenever made.

      "Treasury Regulations" means the regulations promulgated by the Internal 
Revenue Service under the Tax Code, as in effect from time to time. 

Basic Info X:

Name: AMENDED AND RESTATED OPTION AGREEMENT
Type: Amended and Restated Option Agreement
Date: May 17, 1996
Company: SULLIVAN BROADCAST HOLDINGS INC
State: Delaware

Other info:

Date:

  • February 22 , 1996
  • February 21 , 1996
  • January , 1996
  • January 9 , 1996
  • June 30 , 1998
  • August 1 , 1998
  • July 1 , 1999
  • January 1 , 1998
  • March 31 , 1996
  • February 23 , 1996
  • April 30 , 1995
  • November 30 , 1995
  • December 31 , 1991
  • December 31 , 1992
  • December 31 , 1993
  • December 31 , 1994
  • January 31 , 1996
  • June 30 , 1999
  • January 4 , 1996
  • 1995-96
  • June 30 , 1995
  • June 16 , 1995
  • February 1 , 1996

Organization:

  • ABRY Broadcast Partners II
  • Sullivan Broadcast Holdings , Inc.
  • Communications , Inc.
  • Central Tennessee Broadcasting Corp.
  • Senior Credit Agreement
  • West Tennessee Broadcasting Corporation
  • Jackson Investment Corporation
  • The Bank of Nashville
  • Term Loan Deed of Trust
  • Office of Davidson County
  • TBON Deed of Trust
  • Sullivan Broadcasting of Nashville , Inc.
  • Option Asset Purchase
  • Act III Acquisition
  • ABRY Credit Agreement Supplement
  • First Adjustment to Merger Consideration
  • First Adjustment Statement
  • Second Adjustment to Merger Consideration
  • Second Adjustment Statement
  • c Dispute Resolution
  • Source of Payment
  • Lease of Studio Premises After Closing
  • State of Tennessee
  • A.C. Nielsen Company
  • Federal Trade Commission
  • United States Department of Justice
  • National Labor Relations Board
  • Real Estate Matters
  • ALTA Owners or Leasehold Policy of Title Insurance
  • ALTAACSM Minimum Detail Requirements for Urban Land Title Surveys
  • JIC Stock and Certain Notes
  • Fourth Draw Proceeds
  • Fourth Draw CTBC
  • Fourth Draw to Thompson
  • Repayment of New Thompson Loan
  • Premature Assumption of Control
  • Sirrom Capital Corporation
  • Since Adjustment Time
  • Condition and Sufficiency of Assets
  • Condition and Operation of Improvements
  • Company FCC Authorization
  • Governmental Licenses and Permits
  • b Each Company
  • Authorization of Transactions
  • First Prohibited Obligation or Second Prohibited Obligation
  • Notice of Claim
  • b Assumption of Defense
  • Limits of Assumption of Defense
  • Tax Benefit Reduction
  • Initial Payment Request and Dispute
  • Commercial Arbitration Rules of the American Arbitration Association
  • c Notice of Arbitration
  • e Conduct of Arbitration
  • Final Arbitration Award
  • Treatment of Indemnification Payments
  • Determination of Certain Taxes
  • Certain Employment Matters
  • Peabody Street Nashville
  • Sullivan Broadcasting Company , Inc.
  • Newbury Street Boston
  • ABRY Loan Documents
  • State of New York
  • Generally Accepted Accounting Principles
  • Restated Option Agreement
  • Act III Broadcasting , Inc.
  • Second Adjustment Amount
  • Environmental and Safety Requirements
  • First National Bank of Chicago
  • Ordinary Course of Business
  • Time Sales Contract
  • Material Adverse Effect
  • Federal Communications Commission
  • Adjustment Time Receivables
  • First Prohibited Debt Obligations
  • First Prohibited Film Obligations and First Prohibited Other Obligations
  • First Prohibited Other Obligations and First Prohibited Trade Obligations
  • First Adjustment Amount
  • Time Brokerage Agreement
  • First Prohibited Obligations
  • Second Prohibited Film Obligations and Second Prohibited Other Obligations
  • Brick Church Pike
  • Internal Revenue Service

Location:

  • L.P.
  • 5:00 P.M.
  • State of California
  • United States of America
  • ERISA
  • State of New York
  • Victoria Everly
  • Interest
  • MANHATTAN
  • Delaware
  • Nashville
  • Tennessee

Money:

  • $ 15,865,606
  • $ 88,836
  • $ 340,000
  • $ 243,000
  • $ 70,537
  • $ 13,000,000
  • $ 700,000
  • $ 425,000
  • $ 6,000
  • $ 22,000
  • $ 200,000
  • $ 172,473
  • $ 443,395
  • $ 10,000
  • $ 491,944
  • $ 342,669
  • $ 0
  • $ 4,000,000
  • $ 500,000
  • $ 100,000

Person:

  • T. Wayne Hood
  • Steven Glover
  • Jennifer Thompson Hefner
  • Mark Hefner
  • Bryan Thompson
  • Michael P. Thompson Daniel R. Loftus
  • Dyke Bennett Road Franklin
  • J. Daniel Sullivan
  • Royce Yudkoff David Pulido
  • Derrick Pulido
  • M. T. COMMUNICATIONS

Time:

  • 10:00 a.m.
  • 12:01 a.m.
  • Night

Percent:

  • 2 %
  • 18 %
  • 200 %