Form 10-K Securities and Exchange Commission Washington, D.C. 20549 (Mark One) (X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (No Fee Required) For the fiscal year ended December 31, 1994 Commission File number: 33-9443 OUTLET BROADCASTING, INC. --------------------------------------------------------- (Exact name of registrant as specified in its charter) Rhode Island 05-0194550 -------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 23 Kenney Drive Cranston, Rhode Island 02920 (Address of principal executive offices) Registrant's telephone number, including area code: (401) 455-9200 ---------------- Securities registered pursuant to Section 12(b) of the Act: None ------ Securities registered pursuant to Section 12(g) of the Act: None ------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) The aggregate market value of the voting stock held by non-affiliates of the registrant was none. Documents Incorporated by Reference: None The number of shares of the registrant's Class A Common Stock, par value $.01 per share, outstanding as of March 24, 1995, was 1,000,000. The Exhibit Index for this document appears on page 74 hereof. ---- Page 1 of 191 Pages -----

PART I ------ Item 1. Business. --------- Introduction Outlet Broadcasting, Inc., a Rhode Island corporation ("Outlet Broadcasting"), is a wholly-owned subsidiary of Outlet Communications, Inc., a Delaware corporation ("Outlet Communications"). The operations of Outlet Broadcasting, a television broadcasting company, consist of three owned television stations along with one television station operated under a local marketing agreement. The owned stations include two NBC network-affiliated VHF television stations and one independent UHF television station. The two VHF television stations are WJAR(TV), based in Cranston, Rhode Island, which serves the Providence-New Bedford market area and WCMH(TV), which is located in Columbus, Ohio and serves that market. The UHF television station is WNCN(TV) (formerly WYED-TV) which is located in Clayton, North Carolina and broadcasts in the Raleigh-Durham (Fayetteville, Goldsboro and Rocky Mount), North Carolina market area. Outlet Broadcasting acquired WNCN(TV) on August 10, 1994. As of January 11, 1995 WNCN(TV) began broadcasting programming provided by The WB Television Network. Since April 18, 1994, Outlet Broadcasting has also operated independent UHF television station WWHO(TV), Chillicothe, Ohio, under a local marketing agreement with that station's licensee. Outlet Broadcasting serves as a broker for the sale of that station's advertising time and provides it with certain programming and operating capabilities. In return, Outlet Broadcasting retains a substantial percentage of WWHO(TV)'s net operating income to the extent that it exceeds cumulative net operating losses. This station, as of January 11, 1995, became an affiliate of The WB Television Network. Outlet Broadcasting also offers production services to advertisers and others on an occasional basis. This activity does not generate significant revenues. Television Outlet Broadcasting's television broadcasting revenues are derived from regional and national spot advertising, from local advertising, and from network compensation. Advertising rates charged by a television station are based primarily upon the population and number of television sets in the area served by the station, as well as the station's ability to attract audiences as reflected in surveys made by the A.C. Nielsen Company ("Nielsen") of the number of sets tuned to the station at various times. Nielsen measures ratings within specific geographic markets by dividing the nation into Designated Market Areas ("DMA"). - 2 -

Advertising rates are highest during the most desirable viewing hours, with corresponding reductions during other hours. The rates for national spot and local advertising are determined by each station. Katz Communications, Inc. is Outlet Broadcasting's national sales representative firm. Local advertising time is sold by each station's own sales force. Effective September 1, 1994, Outlet Broadcasting and NBC reached an understanding whereby Outlet Broadcasting's VHF television stations will retain their NBC network affiliations for a period of six years. The affiliations give Outlet Broadcasting's VHF television stations the right to rebroadcast all programs transmitted by the NBC network. For each hour of programming that is rebroadcast by the affiliate, the network pays the affiliate a fee, which varies in amount depending on the time of day during which the program is broadcast. Although the hourly rates of network compensation are fixed, the total amount of network compensation received by each affiliated station is subject to the number of network program hours rebroadcast by that station. Network programs are produced either by the networks themselves or by independent production companies and are primarily transmitted via satellite by the network to its affiliated stations for rebroadcast. Each of Outlet Broadcasting's television stations also acquires programs from non-network sources and produces its own programs for broadcast. Approximately 62% of the television programming aired on Outlet Broadcasting's Cranston station is provided by NBC and approximately 25% is provided or licensed by independent third parties. Outlet Broadcasting's Columbus station receives 52% of its programming from NBC and 34% is provided or licensed by independent third parties. The remaining portion of Outlet Broadcasting's VHF television station programming consists principally of local programs, such as news, public affairs and children's programs, produced by the individual television stations. Another factor affecting television revenues is the increase in straight barter and cash-plus-barter arrangements. Under such arrangements national program distributors retain up to 50% of advertising time available, which would otherwise be available for sale by the stations to national advertisers. While these arrangements reduce the cost of new programming because the value of the advertising time withheld is credited against its cost, they also result in decreased revenues to stations and introduce new competitors to the advertising market. - 3 -

The principal portion of Outlet Broadcasting's UHF television station programming consists of syndicated shows, children's programs, movies and, at WWHO(TV), news. Outlet Broadcasting has also entered into an agreement with The WB Television Network ("WB") for WB to provide network programming to WWHO(TV). Commencing in January 1995, WB will provide one night of prime time programming for two hours. A second night of prime-time programming is scheduled to commence during the third quarter of 1995 along with selected children's programming. Additional programming will thereafter be provided in accordance with a schedule of roll-out dates to the extent that WB makes available such programming for rebroadcast. The initial period of the WB agreement is for three years and may be extended for additional successive periods of two years each if agreed upon by the parties. WNCN(TV) is currently broadcasting WB programming on a temporary basis. As of October 1, 1995, WNCN(TV) is scheduled to become an NBC network affiliate. In order to compensate WB for its programming, Outlet Broadcasting will pay WB an annual payment based on Outlet Broadcasting's WB affiliated station television market ratings for prime time broadcast periods of WB programming. The payments are based on the value and/or profitability added to each station as a result of its affiliation with WB and to pay to WB 25% of such added value and/or profitability. The following is a description of each of the television stations operated by Outlet Broadcasting. WJAR(TV) WJAR(TV) is a VHF station affiliated with the NBC network. It is located in Cranston, Rhode Island but serves the capital city of Providence, Rhode Island and broadcasts over Channel 10 in the Providence-New Bedford television market. This market is ranked 46th in the nation in terms of number of television households in its DMA. WCMH(TV) WCMH(TV) broadcasts over Channel 4 in Columbus, the capital city of Ohio, and is a VHF station affiliated with NBC. The Columbus television market is ranked 34th in the country in its DMA. WNCN(TV) WNCN(TV) is an independent UHF television station, located in Clayton, North Carolina, that serves the capital city of Raleigh, North Carolina. It broadcasts over Channel 17 in the Raleigh-Durham (Fayetteville, Goldsboro and Rocky Mount) North Carolina television market, which is ranked 32nd in the nation in terms of number of television households in its DMA. Since January 11, 1995, the station has broadcast programming provided by WB. - 4 -

WWHO(TV) WWHO(TV) is an independent UHF television station that became affiliated with The WB Television Network as of January 11, 1995. It is located in Chillicothe, Ohio but serves the capital city of Columbus, Ohio and broadcasts over Channel 53 in the Columbus-Chillicothe television market area. Competition Outlet Broadcasting's television stations compete for revenues with other broadcasting stations in their respective markets, as well as with other advertising media, such as newspapers, magazines, outdoor advertising, transit advertising, and direct mail. Competition in the broadcasting industry occurs primarily in individual markets. Generally, except as set forth below, a television broadcasting station in one market does not compete with stations in other market areas. Outlet Broadcasting television stations are located in highly competitive markets. Factors that are material to competitive positions include authorized power, assigned frequency, management experience, network affiliation, audience characteristics and local program acceptance, as well as strength of local competition. The broadcasting industry is continuously faced with technological change and innovation, the possible rise of popularity of competing entertainment and communications media, changes in labor conditions, and governmental restrictions or actions of federal regulatory bodies, including the FCC and the Federal Trade Commission ("FTC"). Any of such developments could possibly have a material effect on Outlet Broadcasting's operations and profits. Under present FCC regulations, no additional conventional, full power, VHF or UHF commercial television stations may be constructed or operated in any of the markets where Outlet Broadcasting's television stations are located except there is a construction permit for WFDG-TV, Channel 28, New Bedford, Massachusetts in the Providence market. There are sources of video programming other than conventional television stations, the most common being cable television ("CATV"). These other sources have increased the competition for broadcasting stations by bringing into their markets distant broadcasting signals not otherwise available to the stations' audience and also serving as a distribution system for programs originating on the cable system. Programming is now being distributed to CATVs by both terrestrial microwave systems and by satellite. The FCC has also authorized intermediate carriers to pick up the signals of so-called "superstations" and to deliver them to CATV systems via satellite, including CATV systems in each of Outlet Broadcasting's television markets. - 5 -

The Signal Carriage Provisions of the Cable Television Consumer Protection and Competition Act of 1992 require CATV system operators, under most conditions, to transmit the broadcast signal of local commercial television stations. In certain circumstances, the CATV operator is prohibited from carrying broadcast stations without obtaining the stations' consent. Once every three years a television broadcaster must choose whether to proceed under its must carry, but uncompensated, alternative or instead negotiate a grant of retransmission consent permitting the CATV operator to carry the station's signal in exchange for consideration from the CATV operator. Because Outlet Broadcasting's television stations enjoy significant viewership, the stations are carried by most of the cable television systems serving their market area. In this regard, the VHF stations have, primarily, granted retransmission consent to their cable operators and in return have obtained, in certain instances, the right to produce news programs which will be carried by available channels on such cable systems. The UHF stations have generally proceeded with cable system operators under the must carry alternative. Other sources of competition include subscription television ("STV"), pay cable, multi-point distribution systems and multichannel multi-point distribution systems, satellite-fed master antenna systems and home entertainment systems (including television game devices, video cassette recorder and playback systems, and video discs). Outlet Broadcasting's television stations also face competition from Direct Broadcast Satellites ("DBS"), which transmit programming directly to homes equipped with special receiving antennas or to CATV systems for transmission to their subscribers. See "Business--Federal Regulation of Broadcasting" for possible additional competitive impact from proposed technological changes. Strategy Despite the changing dynamics of the television industry, management believes that there will continue to be opportunities to generate significant revenues from mass marketed programming and associated advertising. Management believes that an increasing number of national "niche" cable channels will continue to fractionalize video viewing, including the cable networks themselves, and that these channels may find it difficult to attract enough viewers to generate significant advertiser support or obtain satisfactory programming on a cost-effective basis. However, management believes that Outlet Broadcasting's blend of strong local news programming, combined with national network programming and selective use of syndicated programming at its VHF television stations, will continue to attract large viewing audiences and advertiser support. Additionally, management believes that the syndicated programs, movies and children's programs offered by Outlet Broadcasting's UHF television stations provide an attractive alternative to the more traditional news and network- provided programming. - 6 -

Successful programming of broadcast television requires constant refinement, on the basis of cost effectiveness, of the match between available programming and the changing tastes of the local viewing audience. In conjunction with its strategy to reduce overall costs and increase profitability, Outlet Broadcasting has directed the programming focus at its VHF television stations towards building on local news leadership and selectively reducing purchases of syndicated programs. At its UHF stations, however, Outlet Broadcasting has engaged in network affiliations, as available, while simultaneously developing local news programming and improving its offerings of syndicated and children's programs. Outlet Broadcasting intends to continuously refine its programming mix in order to attract and hold the audiences desired by advertisers and to increase profitability. Outlet Broadcasting also believes that its improving financial condition will enable it to consider the acquisition of desirable broadcast or related properties, should such properties become available. Outlet Broadcasting's strategy has the following elements: Build on Local News Leadership. Local news programming is commercially valuable because of its high viewership level, the attractiveness to advertisers of the demographic characteristics of the typical news audience (allowing stations to charge higher rates for advertising time) and the enhanced ratings of other programming in time periods following the news. In addition, strong local news product helps differentiate local broadcast stations from cable system competitors, which generally do not provide this service. The cost of producing local news programming is generally lower than other sources of non-network programming, and the amount of local news programming can be increased for very modest incremental increases in cost. Moreover, such programming can be increased or decreased on very short notice, providing Outlet Broadcasting with greater programming flexibility. Outlet Broadcasting has focused on maintaining and building each VHF station's local news franchise as the foundation of its strategy to maintain and build audience loyalty and increase revenues and profitability. According to the November 1994 Nielsen report, WJAR(TV) remained as the leading news station in its market while WCMH (TV)'s weekday news programs generally captured the second largest share of the Columbus audience in their time periods. WWHO(TV) has instituted a one- hour 10:00 p.m. news program and WNCN(TV) is in process of installing a news department to prepare to provide local news programming during the latter half of 1995. - 7 -

Optimize Selection of Syndicated Programming. At its VHF television stations, Outlet Broadcasting has operated to reduce its dependence on, and financial commitment to, syndicated programming. Within this framework, Outlet Broadcasting has balanced the cost of available syndicated programs with their potential to increase advertising revenue, while giving due consideration to the risk of reduced popularity during the term of the program contract. Outlet Broadcasting is now selectively buying only those programs which are available on a cost-effective basis and for contractual periods which permit financial and programming flexibility. Selected programs must also complement a station's overall and/or competitive programming strategies. Outlet Broadcasting's UHF television stations are more dependent on syndicated programs for their overall programming needs. At these stations, Outlet Broadcasting has sought to upgrade the quality of their syndicated programs, on a cost-effective basis, in order to provide a more attractive product to their viewers. Strengthen Advertiser Relationships. Advertising by political candidates injects significant revenues in relatively short time periods, but disrupts traditional commercial advertising. In conjunction with a policy decision not to accept advertising by political candidates during local news programs, Outlet Broadcasting effectively limited the amount of such advertising its stations will carry, thereby minimizing the disruption to commercial advertisers. Outlet Broadcasting also improved its audience research capability and enlarged the production facilities available to its advertisers. In addition, Outlet Broadcasting expanded its sales staff devoted to supporting its advertising customers. Management believes that these actions will strengthen Outlet Broadcasting's relations with these customers. Control Costs. Management believes that controlling costs is essential to achieving and maintaining the profitability of its broadcast television stations. Therefore, Outlet Broadcasting implemented a program to control costs which, beginning in 1992, led to substantially improved operating results. The cost control measures included reducing financial commitments to costly, long- term syndicated program contracts, increasing the amount of local news programming, reducing staff and corporate overhead and relocating WJAR(TV) and corporate headquarters to a more efficient facility. Through its ongoing strategic planning and annual budget processes, Outlet Broadcasting intends to continue to identify and implement cost saving opportunities. - 8 -

Seasonality Outlet Broadcasting's operating revenues are generally highest in the second and fourth quarters of each year, due in part to increases in beverage advertising in the spring and retail advertising in the period leading up to and including the holiday season. Revenues may also be affected by special events carried by NBC, such as the Olympic Games or the Super Bowl. In addition, advertising revenues are generally higher during political election years due to campaign spending by political candidates. Other Activities In addition to its broadcasting properties, Outlet Broadcasting has interests in certain television production activities. These activities now only include the offering by each of Outlet Broadcasting's television stations of production services to advertisers and others. It is not anticipated that any of such activities will generate significant revenues. Exploration of Strategic Alternatives On March 21, 1995, Outlet Communications announced that the Board of Directors had retained a financial advisor to help Outlet Communications explore strategic alternatives to enhance shareholder value, including a possible business combination, the sale of all or a portion of Outlet Communications, potential acquisitions or any other similar transactions. Outlet Communications said that there can be no assurance that any transaction will result from the exploration process. Federal Regulation of Broadcasting Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the "Communications Act"). The Communications Act prohibits television broadcasting except in accordance with a license issued by the FCC. The Communications Act also empowers the FCC, among other things, to issue, revoke or modify broadcasting licenses, to determine the location of stations, to regulate the equipment used by stations, to adopt such regulations as may be necessary to carry out the provisions of the Communications Act, and to impose penalties for violation of such regulations. The assignment of a broadcast license or the transfer of control of a corporation holding a license cannot be effected without the prior approval of the FCC. Television licenses are issued for terms of five years. Licenses are renewable for additional terms upon application to the FCC, which will approve the renewal without a hearing if there are no conflicting applications or petitions to deny by third parties conflicting with the renewal applications (either of which could require a hearing), or adverse findings as to the licensee's qualifications. In recent years, there have been a number of challenges and competing applications to broadcast license renewal applications although, in the vast majority of cases, television licenses are renewed by the FCC. - 9 -

Outlet Broadcasting's station licenses have the following expiration dates, until renewed: WJAR(TV) . . . . . . . . . . . . . April 1, 1999 WCMH(TV) . . . . . . . . . . . . . October 1, 1997 WNCN(TV) . . . . . . . . . . . . . February 1, 1997 WWHO(TV) . . . . . . . . . . . . . October 1, 1997 The FCC rules permit cognizable ownership by one entity of up to twelve television stations, up to eighteen FM radio stations and up to eighteen AM radio stations. With respect to television stations, however, the FCC adopted an additional ownership limit based on audience reach. Under the audience-reach limitation, an entity may acquire cognizable ownership interests in up to twelve television stations only if the aggregate number of television households reached by the television stations does not exceed 25% of the national television household audience as determined by market ratings. The percentage of the national television household audience reached by the television stations owned by Outlet Broadcasting is significantly below these limitations. The FCC rules also generally prohibit the common ownership of a television station and either an AM or an FM radio station with overlapping areas of local service, although an AM-FM station combination by itself is permitted. Ownership of a newspaper, CATV system, and a television station in the same market is also prohibited. These rules apply only to those who seek new authorizations or FCC approval of transfers of existing combinations. The FCC requires the attribution of the licenses held by a broadcasting company to its officers, directors, and certain holders of its voting securities, so that there would be a violation of FCC regulations where an officer, director, or stockholder and a broadcasting company together hold more than the permitted number of stations or own stations that serve the same area. The foregoing is only a brief summary of certain provisions of the Communications Act and the regulations of the FCC. Reference is made to the Communications Act, FCC regulations and the public notices promulgated by the FCC for further information. Outlet Broadcasting is unable to predict what impact, if any, changes in these laws would have. Music Licensing In 1983, the U.S. District Court for the Southern District of New York upheld a challenge by members of the television industry to the legality, under the antitrust laws, of the so-called "blanket" music-licensing system routinely used by the ASCAP and BMI music-licensing organizations in authorizing broadcasters to use copyrighted musical works in syndicated television programming. The District Court established an interim blanket license rate frozen at the level in effect in 1980. This interim - 10 -

rate was set to permit the licensing organizations to collect some revenue pending final court determination of the case, with the understanding that television stations would be liable for any retroactive rate increases set by the court. However, the judgment of the District Court was reversed by the U.S. Court of Appeals for the Second Circuit. Subsequently, the U.S. Supreme Court refused to hear an appeal of the case, thereby affirming the Second Circuit's determination that blanket music licensing is permissible. A final determination of retroactive adjustments in music-licensing rates for the interim time period remained pending. On February 26, 1993, the District Court ruled that broadcasters may pay music license fees on either a per program basis or a blanket license based on a flat fee (ASCAP had sought a blanket license based on a percentage of each station's revenue). In addition, the District Court established a formula for determining industry-wide license payments for the retroactive period to 1983. The District Court also instructed the parties to develop a formula to govern the allocation of annual blanket license fees among television stations. In September 1993 the members of the television industry and ASCAP reached final agreement on television music performance rights fees payable by television stations through 1994. The agreement provides for continuation of the interim blanket and per program licenses and payments through the end of 1994. The parties also agreed that ASCAP receive an additional industry- wide payment of $4 million for 1993 and an additional $10.65 million to be paid in 1994. (The 1993 and 1994 add-on payments allocated to WJAR(TV) and WCMH(TV) amounted to approximately $60,000 in the aggregate). ASCAP has appealed the rate court decision establishing blanket and per program license fees effective January 1, 1995. Pending resolution of the appeal, ASCAP and a committee representing the television industry have agreed that television stations will continue to pay ASCAP for the period January 1, 1995 through June 30, 1995 on the same basis as the stations were currently reporting and paying. The parties have also agreed that ASCAP receive an additional industry-wide payment for the six month period of $3.064 million. This amount will be allocated to individual stations by formula. It is expected that the allocation to Outlet Broadcasting's television stations will be relatively minor. In March 1994 a committee representing members of the television industry announced that a final agreement had been reached with BMI, whose music licensing fees are generally tied to ASCAP fees. The agreement provided for continuation of the interim blanket and per program licenses and payments to BMI through the end of 1994. The agreement also called for an additional, industry-wide payment of $14 million to be made during the balance of 1994 ($6.125 payable by May 20, 1994 and the remaining $7.875 payable at $1.125 million each month June through - 11 -

December, 1994). The add-on payments were allocated to each television station in accordance with the formula developed for the previous ASCAP settlement allocation. BMI currently receives approximately 70% of what ASCAP receives. However, BMI is continuing to advocate that it should be paid on parity with ASCAP. As a result, BMI and the committee representing the television industry are continuing to negotiate fee determinations. The final fee determinations, as noted above, could have an effect on Outlet Broadcasting's continuing costs of music licensing for its television properties. Employee Relations Outlet Communications and Outlet Broadcasting have approximately 325 full- time employees. Approximately 172 of such employees are represented by labor unions under collective bargaining agreements. These agreements expire on various dates through February 1997. Outlet Broadcasting contributes to and maintains employee benefit and retirement plans for its employees. Item 2. Properties ---------- Outlet Broadcasting's and Outlet Communications' corporate headquarters as well as the studio facility for WJAR(TV) are located at 23 Kenney Drive, Cranston, Rhode Island 02920. The following table sets forth certain information concerning Outlet Broadcasting's principal facilities. <TABLE> <CAPTION> Owned or Approximate Square Location: Leased Footage -------------------------------- --------- ------------------ <S> <C> <C> Corporate Headquarters/ WJAR(TV) Studio Facilities Cranston, Rhode Island Owned 42,000 WCMH(TV) Studio Facilities Columbus, Ohio Owned 54,000 WNCN(TV) Studio Facilities Clayton, North Carolina Owned 6,281 WWHO(TV) Studio Facilities Chillicothe, Ohio (A) 1,162 </TABLE> (A) Leased by licensee The tower site for WJAR-TV is owned. The tower sites for WCMH-TV and WNCN(TV) are leased. The tower site for WWHO(TV) is leased by that station's licensee. - 12 -

Item 3. Legal Proceedings. ------------------ Outlet Broadcasting is not a party, and none of its assets is subject, to any pending legal proceedings, other than ordinary routine litigation incidental to Outlet Broadcasting's businesses and against which it is adequately insured, or which are not material. Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- None. - 13 -

PART II ------- Item 5. Market for Registrant's Common Equity and Related ------------------------------------------------- Stockholder Matters. -------------------- Outlet Broadcasting's authorized capital stock consists of 3,000,000 shares of Class A Common Stock, par value $.01 per share, 1,000,000 shares of non-voting Class B Stock, par value $.01 per share, and 1,000,000 shares of Preferred Stock, with no par value. Of such shares, 1,000,000 shares of Class A Common Stock and no shares of Class B Common Stock or Preferred Stock are issued and outstanding. All of Outlet Broadcasting's issued and outstanding shares are owned by Outlet Communications. Accordingly, there is no established public trading market for Outlet Broadcasting's common stock. Outlet Broadcasting has no present intention to pay dividends on its common stock. Among other things, the future payment of dividends will depend on Outlet Broadcasting's earnings and financial condition, capital requirements, and general economic conditions. In addition, Outlet Broadcasting's ability to pay dividends is restricted by the terms of its debt agreements. Item 6. Selected Financial Information. ------------------------------- The comparability of the data in the following table of Selected Financial Information is affected by dispositions of broadcast stations including two radio stations and two UHF television stations that were sold in 1990. Also, net income in 1993 includes the cumulative effect of a change in method of accounting for income taxes in the amount of $4,434,000 and an extraordinary loss for debt extinguishment of $1,826,000. Outlet Broadcasting has not paid cash dividends on its capital stock during any of the periods presented below. <TABLE> <CAPTION> (dollars in thousands, except per share amounts) ----------------------------------------------------------------------------------- 1994 1993 1992 1991 1990 ---------------------------------------------------- <S> <C> <C> <C> <C> <C> Net revenue $ 59,442 $ 46,952 $ 45,153 $ 39,434 $ 49,187 Operating income 20,175 12,428 10,297 2,232 9,072 Income (loss) before non-recurring items and income taxes 11,229 2,342 (2,825) (12,343) (5,243) Net income (loss) 10,569 4,634 (1,552) (9,265) 6,112 Income (loss) per share $ 10.57 $ 4.63 $ (1.55) $ (9.27) $ 6.11 Total assets $129,928 $117,611 $126,646 $143,029 $156,499 Long-term debt excluding current maturities 75,000 79,500 87,447 95,961 91,885 Other long-term liabilities 15,098 13,392 18,085 18,933 25,566 Stockholders' equity 16,404 5,785 1,113 2,665 11,930 ----------------------------------------------------------------------------------- </TABLE> - 14 -

Item 7. Management's Discussion and Analysis of Financial ------------------------------------------------- Condition and Results of Operations. ------------------------------------ Results of Operations --------------------- Outlet Broadcasting's operations consist of three owned television stations and one television station operated under a local marketing agreement. The owned stations include two NBC network-affiliated VHF television stations and one independent UHF television station. The two VHF television stations are WJAR-TV, which serves the Providence, Rhode Island-New Bedford, Massachusetts area and WCMH-TV, which serves the Columbus, Ohio area. The UHF television station, acquired by Outlet Broadcasting on August 10, 1994, is WNCN-TV (formerly WYED-TV) which serves the Raleigh-Durham (Fayetteville, Goldsboro and Rocky Mount), North Carolina market area. Since April 18, 1994, Outlet Broadcasting has also operated independent UHF television station WWHO-TV, Chillicothe, Ohio, under a local marketing agreement with that station's licensee. Outlet Broadcasting serves as a broker for the sale of that station's advertising time and provides it with certain programming and operating capabilities. In return, Outlet Broadcasting retains a substantial percentage of WWHO-TV's net operating income to the extent that it exceeds net operating losses. The following table summarizes Outlet Broadcasting's operating results for the last three years and shows rates of change applicable thereto. The table also shows the amounts of revenue obtained from both non-political and political revenue sources. <TABLE> <CAPTION> Dollars in thousands 1994 % Change 1993 % Change 1992 ------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Net revenue: Non-political $55,696 19.2% $46,735 7.1% $43,639 Political 3,746 (b) 217 (b) 1,514 ------------------------------------------------------------------------------- Total revenue 59,442 26.6% 46,952 4.0% 45,153 Operating expenses 39,267 13.7% 34,524 (1.0%) 34,856 ------------------------------------------------------------------------------ Operating income $20,175 62.3% $12,428 20.7% $10,297 =============================================================================== Net cash provided by operations (a) $19,466 402.7% $ 3,872 6.3% $ 3,644 ------------------------------------------------------------------------------- Operating cash flow (a) $25,555 47.9% $17,276 13.0% $15,285 =============================================================================== </TABLE> (a) "Net cash provided by operations" means all cash flows (including working capital changes) other than cash flow associated with investing or financing activities and "Operating cash flow" means operating income plus depreciation and amortization of intangibles. (b) Not shown, since most political advertising occurs in alternate years. - 15 -

Revenues In 1994, total net revenue of $59,442,000 increased by $12,490,000 or 26.6% compared with $46,952,000 in 1993. Of the 1994 revenue total, non- political revenue amounted to $55,696,000. This was an increase of $8,961,000 or 19.2% compared with $46,735,000 in the prior year. Recent station additions, WWHO-TV and WNCN-TV, added marginally to the revenue gain. Their aggregate revenue amounted to less than 4% of the prior year's revenue total. The increase in non-political revenue was primarily attributable to overall improvement in economic conditions, a strong demand for advertising time and favorable viewership of Outlet Broadcasting's VHF television stations. This allowed advertising rates to continue to trend higher. Increases occurred in both national spot and local time sales. There was also an increase of more than 16% in network compensation. This was a favorable result of the terms of Outlet Broadcasting's renewed affiliation with the NBC network which became effective September 1, 1994. Advertiser spending for political campaigns was significant in the 1994 election year and political revenue totalled $3,746,000. This amount comprised 6.3% of total revenue in 1994, whereas in 1992, political advertising of $1,514,000 comprised 3.4% of the revenue total. Both of Outlet Broadcasting's VHF television stations had increases in total revenue. For the third consecutive year, WCMH-TV established a record high in station revenue. WCMH-TV increased its non-political local and national spot revenue for the year by approximately 11.4%. Political advertising provided a further 4.6% increase to the station's revenues. The increased revenue reflected an estimated 15% growth in the Columbus advertising market. WJAR-TV increased its non-political local and national spot revenue for the year by approximately 20.6% with political advertising providing a further increase to the station's revenue of 12.4%. The increased revenue reflected an estimated 17% growth in the Providence advertising market. Thus, WJAR-TV was able to increase its market share from that of 1993. In 1993, total net revenue of $46,952,000 increased by $1,799,000 or 4% compared to $45,153,000 in 1992. Of the 1993 revenue total, non-political revenue amounted to $46,735,000. This was an increase of $3,096,000 or 7.1% compared to $43,639,000 in the prior year. Since 1993 was not a traditional election year, advertiser spending for political campaigns was minimal and net political revenue declined to $217,000. - 16 -

Revenues were favorably affected in 1993 by a rebounding economy along with strong viewer ratings at Outlet Broadcasting's television stations. This allowed advertising rates to trend generally higher. The increase in non-political revenue occurred notwithstanding that 1992 had approximately $2,000,000 in added revenues associated with that year's Summer Olympics. Total network compensation in 1993 remained approximately even with that of the prior year. In 1993, total revenue increased at both of Outlet Broadcasting's television stations. Increased revenue at WCMH-TV reflected continued growth in the Columbus advertising market. Exclusive of political advertising, local revenue at WCMH-TV was up by more than 13%. Non-political local and national revenue in the Providence market, during 1993, remained approximately even with the prior year. Nevertheless, WJAR- TV increased its local and national spot revenues for the year by approximately 8%. Thus, the station was able to increase its market share from that of 1992. In order to reduce dependency on an inconsistent revenue source, as of the 1992 election year Outlet Broadcasting began limiting the advertising spots available to political candidates on its television stations. As part of this strategy, Outlet Broadcasting opted not to offer political advertising spots during its local news programs. This allowed Outlet Broadcasting to better serve its regular local and national advertisers by providing them advertising time that is not always available, during election years, at competing television stations. Compared to prior election years, political revenue in 1992 declined at both television stations. However, the amount of political revenue in the 1994 election year rebounded substantially. Operating Expenses Operating expenses in 1994 totalled $39,267,000. This was an increase of $4,743,000 or 13.7% compared with $34,524,000 in 1993. More than two-thirds of the total increase resulted from inclusion of operating expenses for WNCN-TV and WWHO-TV in 1994. Excluding the effect of these added stations, there was a moderate 4% increase in total operating expenses. In 1993, total operating expenses of $34,524,000 decreased by $332,000 or 1% compared to $34,856,000 in 1992. As a percent to revenue, total expenses decreased from 77.2% in 1992 to 73.5% in 1993 and to 66.1% in 1994. Technical, programming and news expenses in 1994 of $20,113,000 increased by $2,078,000 or 11.5% compared with $18,035,000 in 1993. Virtually all of the increase was accounted for by the added stations. In 1993, technical, programming and news expenses decreased by $674,000 or 3.6% from $18,709,000 in the prior year. - 17 -

Programming expenses include departmental operating costs as well as charges for amortization of film contract rights. Since 1992 Outlet Broadcasting has strategically reduced its annual costs for amortization of film contracts. This was done by selectively replacing more costly programs with increased local programming, particularly news, or by replacing such costly programs with more popular and/or cost-effective programs. As a result, programming expense at Outlet Broadcasting's VHF television stations decreased by approximately 2% and 15% in 1994 and 1993, respectively. During 1994, 1993 and 1992, Outlet Broadcasting recorded lump sum charges of $598,000, $358,000 and $457,000, respectively, representing valuation write-downs of certain film contracts. The 1994 and 1993 charges primarily apply to "Who's the Boss" and the 1992 charge applies to "The Cosby Show", licensed to WCMH-TV. The show is no longer an important producer of revenue. As a result of Outlet Broadcasting's increased production of local news programs, total news department expenses at the VHF stations increased by approximately 6% in 1994 after having increased by more than 4% in 1993. Outlet Broadcasting believes that increasing its commitment to local programs, while at the same time reducing its reliance on, and the term of, purchased programming, will help increase its market share and improve programming as well as provide cost flexibility. Selling, general and administrative expenses of $13,774,000 in 1994 increased by $2,133,000 or 18.3% compared with $11,641,000 in 1993. The addition of television stations WNCN-TV and WWHO-TV accounted for approximately two-thirds of the total increase. The balance of the increase primarily reflected higher sales commissions and incentive awards payable because of Outlet Broadcasting's improved operating performance. In 1993, selling, general and administrative expenses of $11,641,000 increased by $482,000 or 4.3% compared with $11,159,000 in the prior year. The amount for 1993 included added costs for employee benefits and uncollectible customer accounts. As a percentage of revenue, selling, general and administrative expenses declined to 23.2% in 1994 from approximately 24.7% in each of the prior two years. Depreciation expense and amortization of intangibles both increased in 1994 due to Outlet Broadcasting's recent investments in WNCN-TV and WWHO-TV. Depreciation expense decreased in 1993 as certain asset values became fully depreciated. The favorable effect of increased revenue and controlled operating expenses, in each of the last two years, provided a significant improvement to operating income. In 1994, operating income of $20,175,000 increased by $7,747,000 or 62.3% when - 18 -

compared with operating income of $12,428,000 in 1993. This improvement reflected a 26.6% increase in revenue reduced by a 13.7% increase in total expenses. In 1993, operating income of $12,428,000 increased by $2,131,000 or 20.7% compared with $10,297,000 in 1992. As a percent of revenue, the operating income for 1994 was 33.9% and exceeded the operating margins of 26.5% and 22.8% for 1993 and 1992, respectively. Interest Expense The following table summarizes interest expense for the last three years. <TABLE> <CAPTION> Dollars in thousands 1994 % Change 1993 % Change 1992 --------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Interest expense: Loan and notes payable $8,467 14.5% $ 7,392 10.7% $ 6,680 Note to shareholder -0- - 4,016 (45.1%) 7,309 --------------------------------------------------------------------------------- Total $8,467 (25.8%) $11,408(a) (18.5%) $13,989 ================================================================================= </TABLE> (a) Net of capitalized interest of $225,000. Total interest expense decreased in each of the last two years due to (a) reductions made to outstanding debt over the same time period, and (b) a 1993 refinancing of Outlet Broadcasting's total debt with borrowings at a lower rate of interest. Details of the 1993 refinancing are provided in the discussion on net cash used by financing activities within this report. Debt reductions included, in 1992, Outlet Broadcasting's repayment of the outstanding balance of a former senior bank loan in the principal amount of $3.3 million and open market purchases of its 13 1/4% Senior Subordinated Notes (the "Senior Notes") in the amount of $6.8 million. Outlet Broadcasting also paid off its outstanding mortgage debt of $2.8 million, in 1992, from the proceeds of a sale of real estate. Interest expense on the note to shareholder represents the annual accretion on the Junior Subordinated Note (the "Junior Note") payable to The Mutual Benefit Life Insurance Company at its effective interest rate of 17.2%. Commencing in 1992, the terms of the debt instrument required an annual cash interest payment of $6,250,000 based on a principal amount of $50,000,000 and an annual interest rate of 12 1/2%. - 19 -

Other Income (Expense) Items Interest income principally represents earnings on invested cash. Interest income declined in 1994 and 1993 due to lower average cash balances and/or lower market interest rates. In 1992, interest income also included interest received on tax refunds. In 1994 and 1992, other income principally represents tower rental income and other miscellaneous items. In 1993, other income principally represents a reversed accrual which provided for Outlet Broadcasting's potential exposure in a music licensing dispute that was settled that year. Other expense in 1994 included approximately $260,000 as the cost of employee stock options. Other expense in 1993 and 1992 included write-downs of $117,000 and $165,000, respectively, attributable to an investment in a television series, "Hennesey," which Outlet Broadcasting acquired pursuant to a shared distribution venture. Outlet Broadcasting has attempted to license the black and white television series to other broadcasters but has not been successful in doing so. In April 1993 Outlet Broadcasting moved corporate headquarters and WJAR-TV to a newly acquired and renovated facility, located in Cranston, Rhode Island, after having sold its former Providence facility in 1992. The 1992 sale of real estate resulted in a nonrecurring gain of $1,401,000. The 1994, 1993 and 1992 income tax expenses of $660,000, $316,000 and $128,000, respectively, represent the applicable current year's provision for taxes. The 1994 provision for income taxes was reduced as the result of an adjustment of prior year net operating losses. See Note 4 to the Consolidated Financial Statements. In 1993, an extraordinary loss of $1,826,000 or ($1.83) per share, net of taxes, represented one-time debt extinguishment costs resulting from a debt refinancing. See Notes 5 and 7 to the Consolidated Financial Statements. Effective January 1, 1993, Outlet Broadcasting adopted Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes", which requires a change to the liability method of accounting for deferred income taxes. Adoption of Statement 109 resulted in a cumulative effect of change in accounting principle, in the amount of $4,434,000 or $4.43 per share, representing the recognition of previously unrecognized tax benefits. Outlet Broadcasting also adopted, as of January 1, 1993, FASB Statement No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." See Note 9 to the Consolidated Financial Statements. The effect of adoption of Statement 106 was not material. - 20 -

Outlet Broadcasting had net income for 1994 of $10,569,000 or $1.61 per share. This compares with income before extraordinary loss and cumulative effect of change in accounting principle, in 1993, of $2,026,000 or $.31 per share. After giving effect to the extraordinary loss and change in accounting principle, net income for 1993 amounted to $4,634,000 or $.71 per share. In 1992 there was a net loss of $1,552,000 or ($.24) per share. Liquidity and Capital Resources In 1994, net cash provided by operations totalled $19,466,000. This was an increase of $15,594,000 or 402.7% compared to $3,872,000 in 1993. In 1993, there was an improvement of $228,000 in net cash provided by operations compared to 1992. The positive trend in net cash from operations reflects the improved operating results described in "Results of Operations." In addition, net cash from operations in 1994 reflects a one- time payment of $5,000,000 received from NBC upon renewal of Outlet Broadcasting's affiliation with that network. This amount has been reported as deferred revenue and will be amortized into revenue over the six year duration of the affiliation. The amount of deferred revenue to be amortized over the ensuing period of twelve months is included in current liabilities. The improved operating results also caused Outlet Broadcasting's operating cash flow to increase. Operating cash flow of $25,555,000 increased by $8,279,000 or 47.9% compared to $17,276,000 in 1993. In 1992, operating cash flow amounted to $15,285,000. Over the last three years, Outlet Broadcasting's investment in film contract rights has been at a relatively stable but reduced level. The annual increases in film contracts during 1994, 1993 and 1992 amounted to $4,149,000, $4,672,000 and $3,460,000, respectively. The increase for 1994 was partially attributable to WNCN-TV and WWHO-TV, the television stations added during the year. Overall, the amounts invested in film contract rights have enabled Outlet Broadcasting to maintain attractive programs on a cost-effective basis. The result has been successful in that audience levels have been retained, while investments in film contract rights have been reasonable and manageable. In addition, since the number of viewing hours committed to news shows has been expanded, the demand for film acquisitions has been reduced. Although Outlet Broadcasting is strategically committed to a reduced investment in film contract rights, it has been selective in this process. At December 31, 1994 Outlet Broadcasting had commitments to acquire approximately $10,992,000 of film contract rights compared to commitments of $3,492,000 at December 31, 1993. The increased commitment primarily reflects Outlet Broadcasting's extended association with the Oprah Winfrey Show, to the year 2000, in behalf of WJAR-TV. It was considered that the total benefits to be derived from this program would provide a sound economic return to the broadcast station. - 21 -

The net decreases in film contracts payable of $1,773,000, $409,000 and $2,497,000 in 1994, 1993 and 1992, respectively, reflect payments of film contract obligations in accordance with the contracted terms and in the normal course of business. Along with the reduced investment in film contract rights, the payments contributed to the overall reduction in film contracts payable at December 31, 1994. Amortization of film contract rights reflect the normal write-off of film contract values over the period of their use. The reported amounts for the years 1992 through 1994 have trended lower and also include the previously described lump-sum charges for valuation write-downs of certain film contracts. Cash interest payments for 1994, 1993 and 1992 were $8,096,000, $13,071,000 (net of capitalized interest of $225,000) and $13,150,000, respectively. The amount paid in 1994 includes interest of $1,571,000 on Outlet Broadcasting's senior bank loan and interest of $6,525,000 on the outstanding 10 7/8% Senior Subordinated Notes. The amount paid in 1993 includes interest of $6,769,000 on loan and notes payable (primarily the Senior Notes), along with interest of $6,527,000 (two semi-annual installments of $3,125,000 each plus accrued interest through date of redemption) on the Junior Note. Cash interest payments on the Junior Note commenced February 1, 1992 on a semi-annual basis. Interest payments in 1992 included interest on the Senior Notes along with interest on a senior loan and a mortgage loan. In 1992 there were also cash interest payments required with respect to the Junior Note. Interest payments also trended lower because of Outlet Broadcasting's 1992 purchase of Senior Notes in open market transactions and because of repayments of its senior loan and mortgage loan, both of which were fully repaid in 1992. Accretion of debt discount of $649,000 and $1,059,000 in 1993 and 1992, respectively, represent interest accrued on the Junior Note in excess of the $6,250,000 payment, pursuant to the Junior Note's effective interest rate of 17.2%. The increase in accounts receivable of $2,800,000 in 1994 primarily results from the year's increased volume of business and the effect of two added television stations. The 1994 increase in accrued expenses primarily reflects employee related obligations, including those of the added television stations, and an increase in commissions payable to third parties. In 1994, net cash used by investing activities totalled $9,932,000. This included capital expenditures, for all four television stations, of $3,385,000, and an investment of $1,055,000 pursuant to a local marketing agreement entered into with the licensee of WWHO-TV. In addition, Outlet Broadcasting purchased the assets and broadcast license of WNCN-TV for an aggregate price of $5,478,000, including acquisition costs of approximately $105,000. - 22 -

In 1993, net cash used by investing activities of $5,907,000 represented capital expenditures for, primarily, completion of renovations and improvements to Outlet Broadcasting's new corporate headquarters and WJAR-TV broadcast facility in Cranston, Rhode Island. This amount also included costs for equipping such facility with studio and technical equipment. In 1992, net cash provided by investing activities amounted to $4,157,000. This included proceeds of $7.1 million received from the sale of land and a building in Providence, Rhode Island. In connection with the purchase and renovation of its new Cranston facility, as of December 31, 1992 Outlet Broadcasting incurred costs for construction in progress totalling $2,062,000. This principally represented the cost of land, building and partially completed improvements. Outlet Broadcasting made additional capital expenditures in 1992 of $881,000, primarily for studio and technical equipment. Outlet Broadcasting's VHF television stations operate from modern studio facilities and do not require significant amounts of capital to be invested each year. However, in order for the UHF television stations to maximize their operating potential, a considerable upgrading of the facilities and equipment utilized by these stations is required. In order to accomplish this, from the total planned capital expenditures for 1995 of approximately $10,000,000 for all four television stations, approximately $7,200,000 will be allocated to the UHF stations. Outlet Broadcasting anticipates that these capital expenditures can be financed from funds generated by internal operations. Outlet Broadcasting's senior bank lender has agreed to waive any loan covenant restrictions that would otherwise have limited the amount of capital expenditures for the year. Net cash used by financing activities during 1994 amounted to $3,450,000. This included payment of required quarterly installments totalling $3,500,000 due on a term loan with Outlet Broadcasting's senior bank lender. Also in 1994, a capital contribution of $50,000 was provided to Outlet Broadcasting by its parent company. In 1993, net cash used by financing activities amounted to $10,416,000. During the year, Outlet Broadcasting undertook a refinancing of its total debt and thereby obtained benefits from lower interest rates and extended maturities on its subordinated borrowings along with improved financial flexibility. Pursuant to the refinancing, on June 28, 1993 Outlet Broadcasting entered into a Credit and Guaranty Agreement with a bank (the "Senior Loan") under which the bank agreed to provide a secured senior credit facility consisting of a term loan in the principal amount of $25,000,000 and revolving loans in the maximum principal amount outstanding of $5,000,000. - 23 -

On July 15, 1993 Outlet Broadcasting completed a public offering of 10 7/8% Senior Subordinated Notes due 2003, in the principal amount of $60,000,000. Proceeds of the public offering were used to prepay the principal balance of the Junior Note due 1997 at its carrying value of $43,946,000 plus accrued interest. Also, on August 17, 1993 Outlet Broadcasting redeemed in full its Senior Notes due 1997 in the principal amount of $44,150,000, at 105% of par plus accrued interest. The premium payment on the redemption totalled $2,207,000. Funds for the redemption included a balance remaining from the above public offering along with available cash and funds provided by the Senior Loan in the amount of $28,000,000. The interest rates applicable to the public offering and the Senior Loan were less than the interest rates on the Senior Notes and the Junior Note, resulting in a decrease in 1993 interest expense. During 1993, Outlet Broadcasting repaid $5,000,000, net, against its Senior Loan including term loan installments of $2,000,000. Overall, there was a net decrease in long-term debt in 1993 of $4,447,000. Costs incurred in connection with the debt refinancing, $3,151,000, were capitalized to other assets. On a pretax basis, debt extinguishment costs, comprised of the premium on debt refinancing - $2,207,000, unamortized note costs of the redeemed debt - $555,000, and other - $4,000, were reported as an extraordinary loss. A capital contribution of $38,000 was also provided to Outlet Broadcasting in 1993 by its parent company. In 1992, net cash used by financing activities totalled $12,994,000. This included a repayment of the outstanding balance of Outlet Broadcasting's former senior loan in the amount of $3,310,000 which matured on January 2, 1992. Outlet Broadcasting also paid its outstanding mortgage loan in the amount of $2,859,000 upon sale of land and a building in Providence, Rhode Island in 1992. In addition, Outlet Broadcasting purchased an aggregate $6,825,000 face amount of its outstanding Senior Notes in open-market transactions. At December 31, 1994 Outlet Broadcasting had net working capital, or an excess of current assets over current liabilities, in the amount of $2,575,000. At December 31, 1993, there was an excess of current liabilities over current assets in the amount of $1,776,000. The increase in working capital during 1994 was directly attributable to Outlet Broadcasting's improved results of operations. In summary, Outlet Broadcasting's cash position increased by $6,084,000 during 1994. This reflected funds provided by operations of $19,466,000 less aggregate funds used in - 24 -

investing and financing activities of $13,382,000. In 1993, a net decrease of $12,451,000 in Outlet Broadcasting's cash position contributed to the year's overall decrease in net working capital. The decrease primarily resulted from funds used for completion of the Cranston headquarters and broadcast studio along with funds used for debt reduction and debt refinancing. Under the provisions of its Senior Loan, Outlet Broadcasting has available to it a revolving credit facility in the amount of $5,000,000. Outlet Broadcasting expects that internally generated funds from operations and amounts available under the revolving credit facility will provide sufficient liquidity for Outlet Broadcasting to meet its ongoing operating and capital expenditure needs. In 1994, operating cash flow totalled $25,555,000 and the ratio of such amount to interest expense of $8,467,000 was 3.0 to 1. In 1993, the ratio of operating cash flow of $17,276,000 to interest expense of $11,408,000 was 1.5 to 1. It is expected that 1995 operations, along with current cash on hand, will provide sufficient funds to meet all cash requirements for that year, including debt service. Outlet Broadcasting will continue to require substantial cash flow from operations in order to service its debt. To the extent that funds are committed to debt service, they will not be available for other purposes, including capital expenditures, acquisitions or distributions to stockholders. - 25 -

Item 8. Financial Statements and Supplementary Data, -------------------------------------------- The Financial Statements of Outlet Broadcasting appear on Pages F-1 through F-23 hereof. Item 9. Changes in and Disagreements on Accounting and ---------------------------------------------- Financial Disclosure. --------------------- None - 26 -

PART III -------- Item 10. Directors and Executive Officers of the Registrant. --------------------------------------------------- The current executive officers and directors of Outlet Broadcasting are as follows: <TABLE> <CAPTION> Years with Position with Outlet Communications Name Age Outlet Broadcasting or Outlet Broadcasting ---- ---- ------------------- -------------------------------------------- <S> <C> <C> <C> James G. Babb 63 Chairman of the (3) Board, President and Chief Executive Officer Felix W. Oziemblewski 60 Vice President and 26 Chief Financial Officer Joanne E. Schenck 37 Secretary 20 Linda Sullivan 41 Vice President-- 10 General Manager WJAR-TV Douglas E. Gealy 34 Vice President-- (3) General Manager WCMH-TV Letitia Baldrige 69 Director (5) Julius Koppelman 78 Director (5) Frank E. Walsh, Jr. 54 Director (5) Frank E. Richardson 55 Director (5) Robert C. Butler 64 Director (4) Leonard Lieberman 66 Director (4) James K. Makrianes 70 Director (4) Stephen J. Carlotti 52 Director (3) Frederick R. Griffiths 74 Director (2) Solomon M. Yas 53 Director (2) Victor H. Palmieri 65 Director (1) ------------------- </TABLE> (1) Since 1993. (2) Since 1992. (3) Since 1991. (4) Since 1988. (5) Since 1986. - 27 -

Set forth below is certain information with respect to Outlet Broadcasting's current executive officers and directors. James G. Babb Mr. Babb was elected Chairman, President and Chief Executive Officer of Outlet Broadcasting as of May 1, 1991. Before joining Outlet Broadcasting, from November 1988 to January 1991, Mr. Babb was President of Jefferson- Pilot Communications Company, an owner-operator of radio and television broadcasting stations and broadcasting-related businesses. Prior thereto, he served as Executive Vice President and Chief Operating Officer of that company. Felix W. Oziemblewski Mr. Oziemblewski has been with Outlet Broadcasting since 1968, has served as its Vice President and Chief Financial Officer since 1984 and has served Outlet Broadcasting in those capacities since its formation in 1986. Prior to joining Outlet Broadcasting, Mr. Oziemblewski, a certified public accountant, was employed by Ernst & Young. He has been active in several professional organizations. Joanne E. Schenck Ms. Schenck has been with Outlet Broadcasting since 1974 and has served as its Personnel Administrator since 1985. She was appointed Secretary in January 1992. Douglas E. Gealy Mr. Gealy was appointed Vice President-General Manager of WCMH-TV in July 1991 and also made General Manager of WWHO-TV in April 1994. Prior to joining Outlet Broadcasting, from 1989 to 1991, Mr. Gealy was President and General Manager of WHOI-TV, Peoria, Illinois. Prior thereto, he was associated with WKEF-TV Dayton, Ohio for five years where he became General Sales Manager. Linda Sullivan Ms. Sullivan has been with Outlet Broadcasting since 1985. She was appointed Vice President-General Manager of WJAR-TV in February 1991. From 1985 to 1986 she was the National Sales Manager for WJAR-TV and from 1986 until February 1991 she served that station as its General Sales Manager. Letitia Baldrige Since 1964, Ms. Baldrige has been the owner of Letitia Baldrige Enterprises, Inc., a management training and public relations consulting firm. She is an author, lecturer, and columnist. Ms. Baldrige is also a director of Hartmarx Corporation, Federal Home Loan Bank of Atlanta and a member of the board of numerous non-profit organizations. Robert C. Butler Mr. Butler has been Senior Vice President and Chief Financial Officer of International Paper Company, a forest products company, since 1988. Mr. Butler was a Group Executive Vice President of the National Broadcasting Company ("NBC") from 1984 to 1988. From 1979 to 1984 he served as Executive Vice President-Finance of NBC. - 28 -

Stephen J. Carlotti Mr. Carlotti is Managing Partner of Hinckley, Allen & Snyder, a Providence, Rhode Island law firm, and has been a partner in that firm since January 1992 and from May 1970 to July 1989. He was Senior Executive Vice President, Chief Operating Officer and General Counsel of The Mutual Benefit Life Insurance Company ("Mutual Benefit") from August 1989 to August 1991 and a consultant to Mutual Benefit from September 1991 to December 1991. Frederick R. Griffiths Mr. Griffiths is a retired former Vice President-Corporate Affairs of Outlet Broadcasting for the period from 1976 to 1987. He previously served in various administrative and creative capacities during a thirty year affiliation with Outlet Broadcasting. Julius Koppelman Mr. Koppelman has been Chairman of the Board of Harding Service Corporation ("Harding Service"), a management consulting firm, since 1985 and was previously Chairman of the Board of Harding Resources, Inc. ("Harding"), its predecessor. From 1982 to 1985, he was President of Harding. For more than five years prior to September 1981, when he retired, he was Executive Vice President and a director of RCA Corporation, a communications and electronics company. Mr. Koppelman is also a director of other companies, including Dyersburg Fabrics, Inc. and Princess House, Inc. Leonard Lieberman Mr. Lieberman was elected a director of Outlet Broadcasting in 1988. Mr. Lieberman was elected on January 4, 1991 to serve as Chairman, President and Chief Executive Officer of Outlet Broadcasting until he was succeeded by Mr. Babb. Mr. Lieberman was President and Chief Executive Officer of Supermarkets General Corporation from 1983 to 1987 and was Chairman of that company from 1986 to 1987. He is also a director of other corporations, including Celestial Seasonings, Inc., Republic New York Corporation, Sonic Corp., The William Carter Company and La Petite Academy, Inc. James K. Makrianes Mr. Makrianes is a Director of Webb, Johnson Associates, an executive search firm, since March 1995. He was formerly a Partner of Ward Howell International, an executive search firm, from February 1989 to February 1995. Mr. Makrianes was President of Haley Associates, an executive recruitment firm, from 1981 to 1987, and was Chairman of the Board of that firm from 1987 to 1988. - 29 -

Victor H. Palmieri Mr. Palmieri has been Special Deputy Rehabilitator, Confederation Life Insurance Company (U.S.) since August 1994. He was Deputy Rehabilitator and Chief Executive Officer of Mutual Benefit from August 1991 to April 1994 and from April 1994 to March 1995 he was President and Chief Executive Officer of MBL Life Assurance Corp. Mr. Palmieri is also Chairman of The Palmieri Company, a firm organized in 1969 to provide assistance in the management of business and government institutions. He was engaged as Trustee and Chief Executive Officer of Colorado-Ute Association, an electric utility, from 1990 to 1991 and completed a successful reorganization of that utility. He is also a director of other corporations, including Ernst Home Center, Inc., The William Carter Company and Broadcasting Partners, Inc. Frank E. Richardson Mr. Richardson is President and a Director of Wesray Capital Corporation ("Wesray"), a private investment banking firm of which he has been an officer for over five years. He is a director of several other corporations, including Alex. Brown & Sons, Dyersburg Fabrics, Inc., New River Industries, Inc. and Sonic Corp. Frank E. Walsh, Jr. Mr. Walsh has been Chairman of Wesray since August 1989. Mr. Walsh was Vice Chairman of Wesray from 1986 to 1989 and Executive Vice President of Wesray from 1984 to 1986. He has been a director of Wesray since 1984. Mr. Walsh is also a director of other companies, including Tyco Laboratories, Inc. Solomon M. Yas Mr. Yas is a consultant in the field of Human Resources. He is a former Vice President-Human Resources of Outlet Broadcasting, having served from 1985 until retirement as of June 1, 1991. From 1964 to 1973, he was Director of Personnel for ARA Services, Inc. Item 11. Executive Compensation. ----------------------- The following table sets forth certain information with respect to compensation paid to the Chief Executive Officer and the most highly compensated executive officers as to whom the total annual salary and bonus earned exceeded $100,000 for the fiscal year ended December 31, 1994. - 30 -

<TABLE> <CAPTION> Summary Compensation Table ------------------------------------------------------------------------------------------------------------------------------- Annual Compensation Long Term Compensation Shares Other Under- All Annual Restricted lying Other Principal Compen- Stock Options Compen- Name Position Year Salary Bonus(1) sation(2) Awards(3) Granted sation(4) <S> <C> <C> <C> <C> <C> <C> <C> <C> James G. Babb Chairman, 1994 $331,154 $225,000 $22,819 $ 0 90,000 $1,848 President 1993 294,615 200,000 23,014 0 0 0 and Chief 1992 266,442 160,000 15,066 67,500 30,000 0 Executive Officer Felix W. Oziemblewski Vice 1994 127,819 55,000 5,542 0 8,000 1,200 President- 1993 121,554 60,000 8,781 0 0 0 Chief 1992 116,319 40,700 7,165 22,500 10,000 0 Financial Officer and Treasurer Douglas E. Gealy Vice 1994 146,538 60,000 4,660 0 12,000 1,558 President- 1993 133,077 65,000 5,101 0 0 0 General 1992 113,615 41,700 4,080 22,500 10,000 0 Manager WCMH-TV Linda W. Sullivan Vice 1994 124,808 50,000 4,386 0 12,000 1,200 President- 1993 111,539 57,500 5,138 0 0 0 General 1992 102,539 35,100 4,136 22,500 10,000 0 Manager WJAR-TV </TABLE> (1) Amounts represent incentive compensation awards. The amounts for 1993 also include one-time bonuses of $25,000 for Mr. Babb and $15,000 each for Mr. Oziemblewski, Mr. Gealy and Ms. Sullivan, paid upon completion of a successful debt refinancing. (2) Amounts listed represent gross-up payments for tax liabilities. Excludes perquisites and other benefits, unless the aggregate amount of these items exceeds the lesser of either $50,000 or 10 percent of the total annual salary and bonus reported for the named executive officer. (3) As of December 31, 1994, total restricted stock awards of 71,500 shares had been made pursuant to Outlet Communications' 1992 Stock Incentive Plan. The value of the restricted stock awards shown in the table is based on the market value of the shares on the date of grant of the award, less the purchase price ($1.00 per share). The shares subject to such awards vest in three equal annual installments commencing in August 1993. As of December 31, 1994, Mr. Oziemblewski and Mr. Gealy had each purchased 6,666 shares and Ms. Sullivan had purchased 3,333 shares in accordance with the terms of the original grant. As of December 31, 1994, the market value of outstanding restricted stock awards held by Mr. Babb, Mr. Oziemblewski, Mr. Gealy and Ms. Sullivan, less the purchase price ($1.00 per share), was $472,500, $52,510, $52,510 and $105,005 for unpurchased shares, respectively. No restricted stock awards were made in 1994. (4) Amounts represent Outlet Broadcasting's contribution to the Outlet Broadcasting, Inc. 401(k) and Profit Sharing Plan. - 31 -

Stock Options ------------- Outlet Communications currently maintains the 1992 Stock Incentive Plan (the "Plan") as approved by stockholders on June 25, 1992, amended April 27, 1993. The Plan authorizes grants of either non-qualified or incentive stock options, or awards of restricted shares, to key employees. The aggregate number of shares of Common Stock available for awards under the Plan is 300,000 shares. The purpose of the Plan is to encourage stock ownership by executives and thereby increase the executives' personal interest in Outlet Broadcasting's continued success and progress. The Plan is administered by the Compensation Committee of the Board of Directors, which determines the terms of options granted, the exercise price and exercisability thereof. The following table sets forth certain information regarding option grants in the last fiscal year to the executive officers named in the Summary Compensation Table. - 32 -

Option Grants in Last Fiscal Year --------------------------------- <TABLE> <CAPTION> Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation Individual Grants for Option Term(2) ------------------------------------------------------------------------------------------------------------------------ % of Total Options Shares Under- Granted to lying Stock Employees Exercise Options in Fiscal Price Expiration Name Granted(1) Year Per Share Date 0% 5% 10% ------------------------------------------------------------------------------------------------------------------------ <S> <C> <C> <C> <C> <C> <C> <C> James G. Babb 45,000 29.1% $13.00 July 11, 2004 $ 0 $ 953,100 $1,517,400 " " 45,000 29.1% 1.00(3) July 11, 2004 540,000 1,493,100 2,057,400 Felix W. Oziemblewski 8,000 5.2% 15.75 Oct. 27, 2004 0 205,280 326,800 Douglas E. Gealy 12,000 7.8% 15.75 Oct. 27, 2004 0 307,920 490,200 Linda W. Sullivan 12,000 7.8% 15.75 Oct. 27, 2004 0 307,920 490,200 </TABLE> (1) Options become exercisable in three equal annual installments commencing one year from grant date. (2) Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. These gains are based on assumed rates of stock appreciation of 0%, 5% and 10% compounded annually from the date the respective options were granted. (3) The market price per share at date of grant was $13.00. - 33 -

The following table shows fiscal year-end option values for the executive officers named in the Summary Compensation Table. No options were exercised by such individuals during 1994. Fiscal Year-end Option Values <TABLE> <CAPTION> Number of Shares Value of Underlying Unexercised Unexercised In-the-Money Options at Options at Year-End Year-End(1) --------------------------------------------------------------------------- Exer- Unexer- Exer- Unexer- Name cisable cisable cisable cisable --------------------------------------------------------------------------- <S> <C> <C> <C> <C> James G. Babb 30,000 90,000 $405,000 $877,500 Felix W. Oziemblewski 10,000 8,000 135,000 67,000 Douglas E. Gealy 10,000 12,000 135,000 100,500 Linda W. Sullivan 6,667 12,000 90,005 100,500 </TABLE> (1) Value is based on the last sales price per share ($16.75) on December 31, 1994, as reported on the NASDAQ National Market System, less the applicable option price. Retirement Plans Outlet Broadcasting maintains a non-contributory qualified retirement plan (the "Retirement Plan") for the benefit of its employees, including the individuals named in the Summary Compensation Table. As of August 31, 1994, Outlet Broadcasting curtailed the Retirement Plan and suspended the accrual of further benefits for all employees. The following table shows the estimated annual benefits payable upon retirement to persons in specified salary and bonus levels and years of credited service. <TABLE> <CAPTION> Compen- sation Years of Service -------------- ------------------------------------------------- <S> <C> <C> <C> <C> <C> 15 20 25 30 35 ----------------------------------------------------------------- $125,000 $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625 150,000 33,750 45,000 56,250 67,500 78,750 175,000 39,375 52,500 65,625 78,750 91,875 200,000 45,000 60,000 75,000 90,000 105,000 225,000 50,625 67,500 84,375 101,250 118,125 250,000 56,250 75,000 93,750 112,500 118,800* 300,000 67,500 90,000 112,500 118,800* 118,800* 400,000 90,000 118,800* 118,800* 118,800* 118,800* 450,000 101,250 118,800* 118,800* 118,800* 118,800* 500,000 112,500 118,800* 118,800* 118,800* 118,800* 600,000 118,800* 118,800* 118,800* 118,800* 118,800* ----------------------------------------------------------------- </TABLE> * Maximum annual benefit permitted under Section 415 of the Internal Revenue Code. Note - The estimated annual benefits shown in the above table may be further limited due to the provisions of section 401(a)(17) of the Internal Revenue Code. - 34 -

The amounts payable shown in the preceding table are based on the following assumptions: (i) the individual shall have retired at the normal retirement age of 65, (ii) "compensation" is the average of the covered compensation paid to such individual during the three calendar years in which salary is the highest, (iii) covered compensation is salary and bonuses paid to Plan participants, and for 1994 is shown in the Salary and Bonus columns of the Summary Compensation Table, and (iv) benefits are paid in the form of a straight-life annuity. In addition to the Retirement Plan, the individuals named in the Summary Compensation Table also participate in a non-qualified supplemental retirement plan (the "Supplemental Plan") which provides a supplemental benefit based on a percentage of final average compensation and years of service, less benefits paid under the Retirement Plan and Social Security benefits. The following table shows the estimated annual benefits payable under the Supplemental Plan to persons in the specified salary and bonus levels and years of credited service. <TABLE> <CAPTION> Compen- sation Years of Service ----------------------------------------------------------------- 15 20 25 30 35 ----------------------------------------------------------------- <S> <C> <C> <C> <C> <C> $125,000 $ 21,875 $ 25,000 $ 15,625 $ 6,250 $ 0 150,000 26,250 30,000 18,750 7,500 0 175,000 30,625 35,000 21,875 8,750 0 200,000 35,000 40,000 25,000 10,000 0 225,000 39,375 45,000 28,125 11,250 0 250,000 43,750 50,000 31,250 12,500 6,200 300,000 52,500 60,000 37,500 31,200 31,200 400,000 70,000 81,200 81,200 81,200 81,200 450,000 78,750 106,200 106,200 106,200 106,200 500,000 87,500 131,200 131,200 131,200 131,200 600,000 121,200 181,200 181,200 181,200 181,200 ----------------------------------------------------------------- </TABLE> The amounts payable shown in the above table are based on the following assumptions: (i) the individual shall have retired at the normal age of 65, (ii) "compensation" is the average salary paid to such individual during the three calendar years in which salary is the highest in the five years prior to retirement, plus the average Executive Incentive Compensation award for the highest three years during the ten years prior to retirement, (iii) benefits are paid in the form of a straight-line annuity, (iv) estimated annual payments are after deduction for Retirement Plan benefits, but before any deduction for Social Security benefits. Covered compensation under the Supplemental Plan is included in the Salary and Bonus columns of the Summary Compensation Table. As of December 31, 1994, for purposes of computing benefits under the Retirement Plan and the Supplemental Plan, Mr. Babb has 3.4 years of service, Mr. Oziemblewski has 25.9 years, Ms. Sullivan has 9.4 years, and Mr. Gealy has 3.2 years. - 35 -

On September 1, 1994 Outlet Broadcasting adopted the Outlet Broadcasting, Inc. 401(k) and Profit Sharing Plan (the "401(k) Plan"). This plan is a qualified 401(k) deferred compensation plan whose purpose is to enable eligible employees to save for retirement. Eligible employees are those employees who are not covered by a collective bargaining agreement, unless the agreement allows for participation in the 401(k) Plan, and who have completed one year of service and have attained age 21. Eligible employees may contribute up to the lesser of 15% of taxable compensation in each calendar year, excluding the taxable value of stock options, fringe benefits or moving and other expense reimbursements, or $9,240. All employee contributions are allocated to the employee's individual account and, at the employee's election, are invested in money market, fixed income or equity funds. Outlet Broadcasting will make matching contributions in an amount equal to 25% of the employee contributions but subject to a maximum employee contribution of 6% of eligible compensation. Outlet Broadcasting's matching contributions vest with the employee at the rate of 20% for each year of service. Outlet Broadcasting may also make annual discretionary profit sharing contributions in an amount to be determined by the Board of Directors at the end of each calendar year. The maximum contributions allowed are limited by regulations promulgated under the Internal Revenue Code. Employment Contracts Mr. James G. Babb entered into an employment agreement as Chairman, President and Chief Executive Officer, effective January 1, 1993, for a term of five years, as amended. The agreement provides for a base salary of $345,000, as adjusted. The agreement also provides that Mr. Babb will be a participant in the Executive Incentive Compensation Plan and that he will be eligible to receive awards of stock options under Outlet Communications' stock option plans. Mr. Babb is further eligible to receive additional compensation in the event of a merger or sale of assets pursuant to which Outlet Communications' stockholders receive value in excess of $9 per share. In the event of termination without cause, Outlet Broadcasting will pay Mr. Babb his compensation for twelve months or the remaining portion of his employment period, whichever is greater. - 36 -

Mr. Douglas E. Gealy entered into an employment agreement as Vice President-General Manager of WCMH-TV in May 1993 which remains in effect until April 30, 1996. The contract provides for a base salary of $150,000 per annum, as adjusted, and also provides that the employee will be a participant in the Executive Incentive Compensation Plan. Ms. Sullivan entered into an employment agreement as Vice President-General Manager of WJAR-TV, effective January 1, 1995, which remains in effect until December 31, 1996. The agreement provides for a base salary of $130,000 and also provides that the employee will be a participant in the Executive Incentive Compensation Plan. The employment contract of Mr. Oziemblewski with Outlet Broadcasting expired as of March 31, 1992. The contract provides, however, that if employment is terminated other than for cause, death or disability within a five-year period following the term of the contract, Outlet Broadcasting will pay a minimum of one year base salary as severance payment. At December 31, 1994 this amounted to $130,000. In the event of a merger of Outlet Communications or Outlet Broadcasting, or acquisition of 50% of their voting securities, or any other change in control, the contracts are deemed to have been assigned to the successor entity. Compensation Committee Interlocks and Insider Participation Mr. Koppelman serves as Chairman and Messrs. Butler, Richardson and Walsh and Ms. Baldrige serve as members of the Compensation Committee of the Board. No member of the Compensation Committee is a current or former officer or employee of Outlet Broadcasting or any of its subsidiaries. All members of the Compensation Committee except Ms. Baldrige were designated by Wesray pursuant to the Stockholders' Agreement described below under "Certain Relationships and Related Transactions-Stockholders' Agreement." Messrs. Richardson and Walsh are stockholders and Messrs. Koppelman, Richardson and Walsh are directors of Harding Service, which provides management consulting services to Outlet Broadcasting pursuant to an agreement entered into in July 1986. Under the agreement, Harding Service has agreed to provide Outlet Broadcasting with general management, corporate finance, marketing and business investment advice until July 1996. Such advice includes reviewing capital and operating budgets, capital appropriations, executive compensation and employee incentive programs, business strategies, budgeting and forecasting, and general corporate planning and financial oversight. Harding Service provides management consulting services to several other entities affiliated with Wesray. In consideration of the consulting services, Outlet Broadcasting has agreed to pay consulting services fees equal to 0.333% of annual gross revenues to Harding Service, which fees totalled $236,630 in 1994. This agreement was entered into when Outlet Communications was privately held and may not be on terms as favorable to Outlet Broadcasting as could have been obtained from an unaffiliated party. - 37 -

Compensation Committee Report The Compensation Committee of the Board of Directors of Outlet Broadcasting, Inc. (the "Committee") herein presents the following report on executive compensation: Outlet Broadcasting maintains a Salary Administration Program of which the primary purpose is to ensure that Outlet Broadcasting has a credible, logical and consistent process for making salary decisions. The existence of such a program enables Outlet Broadcasting to determine that each executive receives a fair and reasonable salary for the level of work performed and for the quality of that work. The program also directly associates executive compensation with company performance. Executive Compensation Policy. It is the policy of Outlet Broadcasting to provide executive compensation that is equitable and competitively attractive. In addition, executive compensation should be related to improvements in corporate operating performance. Thus, compensation will be established at levels that are fair and objectively determined and, through incentives tied in to performance objectives, will be directly connected with increases in the company's value for the ultimate benefit of the shareholders. Base Compensation. The Salary Administration Program, as it pertains to base compensation, includes the following elements: . Job Evaluation Establishes the economic value of each job and relates the valuation to both the marketplace and other jobs. This results in the development of a salary range for each level of work. . Performance Appraisal Provides for a fair and equitable review of job performance, conducted on a regular basis. . Performance Planning Combines pay programs with fulfillment of operating goals and/or financial objectives. - 38 -

The Committee considers that the salary range levels developed for the executive officers are reasonable and competitive. Actual salaries are based on the established salary range as further adjusted within that range by individual performance contributions. During fiscal 1994, Outlet Broadcasting exhibited substantial growth and continued its favorable performance trends. Operating results in 1994 were marked by significant increases in revenue, operating income and net income. Outlet Broadcasting's financial performance also improved with reductions in long- term debt and interest expense. There was a substantial increase in stockholders' equity. Also in 1994, Outlet Broadcasting added two independent UHF television stations to its operations. In recognition of Outlet Broadcasting's overall positive performance, the Committee granted the executive officers named in the Summary Compensation Table (the "Named Executives") an increase in base salary. Executive Incentive Compensation Plan Key management employees are eligible to participate in Outlet Broadcasting's Executive Incentive Compensation Plan. Participants are selected based on ability to affect profitability, with awards based primarily on the attainment of certain annual operating objectives. The plan is intended to reward specific operating accomplishments and provide competitive levels of compensation for the attainment of those financial objectives. In particular, the plan aims to focus activities toward optimum and steady earnings growth which, the Committee believes, are primary determinants of stockholder value over time. Under the plan, target awards are established for executive officers as a percentage of their base salary range. The targeted awards are subject to decrease or increase based on actual performance and at the discretion of the Committee. The Committee may also grant discretionary awards to certain key employees. During 1994, Outlet Broadcasting exceeded its financial performance objectives and incentive compensation awards were made to the Named Executives as shown in the Summary Compensation Table, to be paid in 1995. Stock Incentive Program The Committee believes that by encouraging stock ownership in Outlet Communications by executives, it serves to increase the executives' personal interest in Outlet Broadcasting's continued success and progress. Therefore, executives are eligible to receive stock options and/or restricted shares, giving them the right to purchase shares of Common Stock of Outlet Communications at a specified price in the future. The size of individual stock grants is based upon job responsibility and individual contribution to Outlet Broadcasting's success. Previous stock option grants are considered when awards are determined. In view of the substantial improvement in operating and financial results over the past three year period, and to provide additional incentives to further improve Outlet Broadcasting's performance in 1995 and beyond, individual stock options were granted in 1994 to the Named Executives and other key employees. In granting these options, the individuals were provided with an immediate financial interest in increasing stockholder value. - 39 -

In addition, the Committee, subject to shareholder approval, has approved an amendment to the 1992 Stock Incentive Plan to increase the number of shares of Common Stock available thereunder by 300,000 shares, which shares would then be used for future stock option grants or restricted share awards. Compensation for the Chairman and Chief Executive Officer Mr. James G. Babb, Chairman, President and Chief Executive Officer joined Outlet Broadcasting in May 1991. His employment agreement was structured to provide Mr. Babb with a competitive base salary, subject to annual review, along with an annual incentive opportunity. In considering Mr. Babb's compensation for 1994, the Committee reviewed such compensation arrangements and further reviewed the trend of the company's operating performance during the year. It was noted that the company significantly exceeded its financial operating objectives for 1994. In particular, the Committee noted that the 1994 financial performance as measured by various factors, including revenue growth, expense control, operating income and net income per share, was a continuation of Outlet Broadcasting's significantly improved financial performance since 1992. The Committee also noted that Outlet Broadcasting successfully added two independent UHF television stations to its operations in 1994. Because of the growth and considerable success enjoyed by Outlet Broadcasting in its 1994 operating results, and because its accomplishments will further serve to benefit long-term business prospects, the Committee has made the following determinations regarding the compensation of Mr. Babb: . Upon annual review, Mr. Babb's base salary was increased from $305,000 per year to $345,000 per year. . Under the annual incentive compensation plan, an incentive award of $225,000 was accrued for fiscal 1994. . Under the 1992 Stock Incentive Plan, non-qualified and incentive stock options were awarded for an aggregate 90,000 shares of Outlet Communications' Common Stock, of which 45,000 are exercisable at $13.00 per share (fair market value on date of grant) and 45,000 are exercisable at $1.00 per share. The Committee approved the discounted options for Mr. Babb to reflect his importance to the company's future success. - 40 -

Limitations on the Deductibility of Compensation Pursuant to the 1993 Omnibus Budget Reconciliation Act, a portion of annual compensation payable after 1993 to any of the five highest paid executive officers is not deductible for federal income tax purposes to the extent such officer's overall compensation exceeds $1 million. Qualifying performance-based incentive compensation, however, is both deductible and excluded for purposes of calculating the $1 million base. Outlet Broadcasting has determined that no portion of anticipated compensation payable to any executive officer in 1995 will be non-deductible. Compensation includes the "spread" or excess of the fair market value of the shares received upon exercise of a stock option over the exercise price. The spread on the discounted stock options granted to Mr. Babb in 1994 will not constitute qualified performance-based compensation. Accordingly, the amount of compensation attributable to such spread will not be deductible for federal income tax purposes to the extent that Mr. Babb's total compensation (other than qualifying performance-based compensation) exceeds $1 million in any year. This is likely to occur if the stock price continues to increase or if Mr. Babb exercises a substantial portion of the discounted options in a single year. The Committee has determined that the negative impact of the loss of deductibility for a portion of this non-cash compensation expense is outweighed by the need to compensate Mr. Babb appropriately and adequately for his contributions to Outlet Broadcasting's success and to recognize his importance to long-term business prospects. The Committee will continue to address the issue of deductibility in formulating compensation arrangements for executive officers. Summary All members of the Committee are nonemployee directors who are independent of any relationships with any executive. As described above, the Committee believes that the Salary Administration Program for executives is competitive and that the executive compensation programs include variable compensation opportunities that are based on achievements of financial objectives and enhancements in shareholder value. Compensation Committee: Julius Koppelman, Chairman, and Members Letitia Baldrige, Robert C. Butler, Frank E. Richardson and Frank E. Walsh, Jr. - 41 -

Performance Graph The following performance graph compares the performance of Outlet Communications' Common Stock to the Total Return Index for the Nasdaq Stock Market (U.S. Companies) and to the Nasdaq Telecommunications Stocks Index for the last five fiscal years. The graph assumes that the value of the investment in Outlet Communications' Common Stock and each index was $100 at December 31, 1989 and all dividends were reinvested. A paper copy of the performance graph has been filed under cover of Form SE. <TABLE> <CAPTION> Fiscal Year Ended December 31, ---------------------------------- 1989 1990 1991 1992 1993 1994 ---- ---- ---- ---- ---- ---- <S> <C> <C> <C> <C> <C> <C> Outlet Communications 100 34 17 16 42 67 Nasdaq Total Return Index (US) 100 85 136 159 181 177 Nasdaq Tele- communications Stocks Index 100 67 93 114 176 146 </TABLE> Item 12. Security Ownership of Certain Beneficial Owners ----------------------------------------------- and Management. --------------- All of the issued and outstanding shares of capital stock of Outlet Broadcasting are owned by Outlet Communications. - 42 -

Item 13. Certain Relationships and Related Transactions. ----------------------------------------------- Stockholders' Agreement Outlet Communications, Outlet Broadcasting, and each of Outlet Communications' original stockholders (including MBL Life Assurance Corp., successor to Mutual Benefit) and certain of their successors and assigns are parties to a stockholders' agreement (the "Stockholders' Agreement"). As of March 17, 1995, an aggregate of 4,156,579 shares of Outlet Communications Common Stock were beneficially owned by the parties to the Stockholders' Agreement. The Stockholders' Agreement requires that the stockholders party to the Stockholders' Agreement vote their shares to fix the number of directors of Outlet Communications at 14 and elect as directors five persons designated by certain management stockholders (the "Management Stockholders") and nine persons designated by the stockholders affiliated with Wesray (the "Wesray Stockholders"). The following persons are parties to the Stockholders' Agreement: Hugh J. Byrnes, Richard D. Ferrier, Maria E. Ferrier, The Hartington Trust, Keith Hightower, John D. Howard, Julius Koppelman, Frank H. Pearl and selected trust, Frank E. Richardson, E. Burke Ross, Jr., William E. Simon, Manfred L. Steyn, Henrik N. Vanderlip, The OCI Trust, (Wesray Stockholders), Reginald Butts, Steve J. Caminis, Charles G. Conklin, Estate of David E. Henderson and related trusts, Frederick R. Griffiths, Thomas J. Mosher, Felix W. Oziemblewski, Gerald T. Plemmons, Josephine Renola, Garland R. Robinson, John D. Sawhill, Gerald Scher, Mara L. Snodgrass, Solomon M. Yas, Joseph A. Young (Management Stockholders) and MBL Life Assurance Corp. The Stockholders' Agreement also provides that each stockholder and MBL Life Assurance Corp. may not agree to sell any securities to a buyer who would as a result of such purchase own more than 50% of the outstanding Common Stock of Outlet Communications unless prior to such sale the buyer agrees to be bound by the Stockholders' Agreement and affords each stockholder the opportunity to sell a pro rata portion of his shares on the same terms and conditions. The Stockholders' Agreement terminates on the earlier of (i) December 9, 1996; (ii) the date that the Wesray Stockholders, Management Stockholders and MBL Life Assurance Corp. own an aggregate of less than 50% of Outlet Communications issued and outstanding Common Stock; and (iii) the date of an event of bankruptcy or insolvency of Outlet Communications or Outlet Broadcasting or foreclosure or similar actions or proceedings by the senior bank lender. Mutual Benefit was placed in rehabilitation by the New Jersey Commissioner of Insurance on July 16, 1991 and is currently in liquidation. MBL Life Assurance Corp. is the transferee of certain assets formerly held by Mutual Benefit, including the holdings of Mutual Benefit in Outlet Communications' Common Stock. Management Consulting Agreement In July 1986, Outlet Broadcasting entered into an agreement for management consulting services with Harding Service, of which Mr. Richardson and Mr. Walsh are stockholders and Messrs. Koppelman, Richardson and Walsh are directors. For a description of the agreement with Harding Service, see "Compensation Committee Interlocks and Insider Participation." - 43 -

Transactions with the Law Firm of Hinckley, Allen & Snyder The law firm of Hinckley, Allen & Snyder of which Mr. Carlotti, a director of Outlet Broadcasting, is Managing Partner, provided legal services to Outlet Broadcasting during fiscal year 1994. Future Transactions with Affiliates It is the policy of Outlet Broadcasting with respect to future transactions with persons or entities affiliated with officers, directors, employees, or stockholders of Outlet Broadcasting which relate to the operation of the business of Outlet Broadcasting, that any such transactions shall be on terms no less favorable to Outlet Broadcasting than could have reasonably been obtained in arms-length transactions with independent third parties and shall also be approved by a majority of the independent and disinterested directors of Outlet Broadcasting. It is also the policy of Outlet Broadcasting that any loans made in the future to officers, employees, directors, stockholders, or affiliates of Outlet Broadcasting must be approved by a majority of the independent and disinterested directors of Outlet Broadcasting. - 44 -

PART IV Item 14. Exhibit, Financial Statement Schedules, and Reports on ------------------------------------------------------ Form 8-K. --------- (a). (1) Financial Statements and Schedules The following Consolidated Financial Statements of Outlet Broadcasting, Inc., appear on pages F-1 through F-23 hereof. Consolidated Balance Sheets as of December 31, 1994, and 1993. Consolidated Statements of Operations for the years ended December 31, 1994, 1993 and 1992. Consolidated Statements of Stockholders' Equity for the years ended December 31, 1994, 1993 and 1992. Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992. Notes to Consolidated Financial Statements -- December 31, 1994. (2) The following Financial Statement Schedules of Outlet Broadcasting, Inc. are included herein. For the years ended December 31, 1994, 1993 and 1992: Page Herein Schedule ----------- -------- S-1 Schedule II -- Valuation and Qualifying Accounts All supporting schedules other than the above have been omitted because they are not required or the information to be set forth therein is included in the financial statements or in the notes thereto. (b). Reports on Form 8-K. None. (c). Exhibits (an exhibit index immediately preceding the exhibits indicates the page number where each exhibit can be found). - 45 -

Outlet Broadcasting will furnish, upon request, any exhibit listed herein upon the payment of a fee not to exceed reasonable expenses incurred by Outlet Broadcasting in furnishing such exhibit. 3. (a) Certificate of Incorporation*, as amended, December 17, 1987;**and September 19, 1989;*** (b) By-Laws;** 4. Indenture, dated as of July 8, 1993 between Outlet Broadcasting, Inc. and Bankers Trust Company, as Trustee, governing Outlet Broadcasting, Inc. 10 7/8% Senior Subordinated Notes Due 2003;*** 10. Material contracts: (a) Agreement for Management Consulting Services, dated July 31, 1986, by and between Harding Service Corporation and Outlet Communications, Inc.;*(1) (b)(i) Stockholders' Agreement, dated December 10, 1986, by and among Outlet Communications, Inc.; Outlet Broadcasting, Inc. and the persons named therein (the Stockholders' Agreement);*** (b)(ii) Amendment No. 1, dated as of December 1, 1987, to the Stockholders' Agreement;*** (b)(iii) Agreement dated July 26, 1988, by and among Outlet Communications, Inc.; Outlet Broadcasting, Inc. and the persons named therein amending the Stockholders' Agreement;*** (c) Credit and Guaranty Agreement dated as of June 28, 1993 among Outlet Broadcasting, Inc. and Outlet Communications, Inc. and Fleet National Bank;*** (d) Supplemental Retirement Plan;***(1) (e) 1992 Stock Incentive Plan, as amended and restated;***(1) (f)(i) Employment Agreement, dated April 1, 1989, among Felix W. Oziemblewski and Outlet Broadcasting, Inc. and Outlet Communications, Inc.;****(1) (f)(ii) Employment Agreement, dated January 1, 1995, among Linda Sullivan and Outlet Broadcasting, Inc. and Outlet Communications, Inc.;********(1) (f)(iii) Employment Agreement, dated May 1, 1993 among Douglas E. Gealy and Outlet Broadcasting, Inc. and Outlet Communications, Inc.***(1) (f)(iv) Employment Agreement, dated January 1, 1993, between James G. Babb and Outlet Communications, Inc.;****** as amended December 17, 1993;*******(1) (f)(v) Employment Agreement, dated January 1, 1995, among Adam G. Polacek and Outlet Broadcasting, Inc. and Outlet Communications, Inc.;********(1) (f)(vi) Employment Agreement, dated January 1, 1995 among Steven Soldinger and Outlet Broadcasting, Inc. and Outlet Communications, Inc.********(1) (g) Lease Agreement dated as of September 27, 1982 between WBNS-TV and Outlet Broadcasting, Inc. regarding tower facility of WCMH;*** (h) Station Affiliation Agreement, dated as of September 1, 1994, between WB Communications and Outlet Broadcasting;******** - 46 -

(i) Time Brokerage Agreement dated as of March 18, 1994 among Outlet Broadcasting, Inc. and Fant Broadcasting Company of Ohio, Inc. and Outlet Communications, Inc.******** (j) Press Release, dated March 21, 1995, announcing the retention of a financial advisor to explore strategic alternatives.******** 22. Subsidiaries of the Registrant: Outlet Productions, Inc.; Biltout, Inc.; and WATL-TV Pro Wrestling, Inc. __________________ * Incorporated by reference from the Registration Statement on Form S-1, Registration No. 33-9442, declared effective by the Securities and Exchange Commission on January 21, 1987. ** Incorporated by reference from Current Report on Form 10-K for the year ended December 31, 1987. *** Incorporated by reference from Outlet Broadcasting, Inc. Registration Statement on Form S-1, Registration No. 33-62292, declared effective by the Securities and Exchange Commission on July 8, 1993. **** Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1989. ***** Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1990. ****** Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1992. ******* Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1993. ******** Filed herewith. ________________________________________________ (1) Management contract or compensatory plan or arrangement. - 47 -

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized. OUTLET BROADCASTING, INC. /s/ James G. Babb ------------------------------- By: James G. Babb Chairman of the Board, President and Chief Executive Officer Dated: March 27, 1995 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Principal Executive Officer: /s/ James G. Babb Chairman of the March 27, 1995 ----------------------- Board, President, James G. Babb Chief Executive Officer, and Director Principal Financial and Accounting Officer: /s/ Felix W. Oziemblewski Vice President and March 27, 1995 -------------------------- Chief Financial Felix W. Oziemblewski Officer - 48 -

Directors: /s/ Letitia Baldrige Director March 27, 1995 ------------------------- Letitia Baldrige /s/ Robert C. Butler Director March 27, 1995 ------------------------- Robert C. Butler /s/ Stephen J. Carlotti Director March 27, 1995 ------------------------- Stephen J. Carlotti /s/ Frederick R. Griffiths Director March 27, 1995 -------------------------- Frederick R. Griffiths /s/ Julius Koppelman Director March 27, 1995 -------------------------- Julius Koppelman /s/ Leonard Lieberman Director March 27, 1995 --------------------------- Leonard Lieberman /s/ James K. Makrianes Director March 27, 1995 --------------------------- James K. Makrianes /s/ Victor H. Palmieri Director March 27, 1995 --------------------------- Victor H. Palmieri /s/ Frank E. Richardson Director March 27, 1995 --------------------------- Frank E. Richardson /s/ Frank E. Walsh, Jr. Director March 27, 1995 --------------------------- Frank E. Walsh, Jr. /s/ Solomon M. Yas Director March 27, 1995 --------------------------- Solomon M. Yas - 49 -

Report of Independent Auditors Board of Directors Outlet Broadcasting, Inc. We have audited the accompanying consolidated balance sheets of Outlet Broadcasting, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of operations, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1994. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and the schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Outlet Broadcasting, Inc. and subsidiaries at December 31, 1994 and 1993, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. As discussed in Notes 4 and 9 to the financial statements, in 1993 the Company changed its method of accounting for income taxes and postretirement benefits other than pensions. ERNST & YOUNG LLP Providence, Rhode Island February 10, 1995 F-1

Outlet Broadcasting, Inc. Consolidated Balance Sheets <TABLE> <CAPTION> December 31 1994 1993 ------------------------------------------ <S> <C> <C> Assets Current Assets Cash and cash equivalents $ 7,840,000 $ 1,756,000 Trade accounts receivable, less allowance for doubtful accounts of $321,000 in 1994 and $300,000 in 1993 13,640,000 10,840,000 Film contract rights 3,350,000 3,769,000 Other current assets 1,171,000 793,000 ----------------------------------------- Total Current Assets 26,001,000 17,158,000 Other Assets Film contract rights 1,012,000 2,093,000 Deferred financing costs and other 3,399,000 3,385,000 ----------------------------------------- 4,411,000 5,478,000 Property and Equipment Land 1,899,000 1,832,000 Buildings 10,967,000 10,474,000 Fixtures and equipment 36,766,000 31,491,000 ----------------------------------------- 49,632,000 43,797,000 Less accumulated depreciation 27,115,000 25,674,000 ----------------------------------------- 22,517,000 18,123,000 Intangible Assets 76,999,000 76,852,000 ----------------------------------------- $129,928,000 $117,611,000 ========================================= </TABLE> F-2

<TABLE> <CAPTION> December 31 1994 1993 -------------------------------------- <S> <C> <C> Liabilities and Stockholder's Equity Current Liabilities Trade accounts payable $ 801,000 $ 153,000 Accrued expenses 10,394,000 8,894,000 Film contracts payable 4,174,000 4,187,000 Deferred revenue 833,000 Federal and state income taxes 2,724,000 2,200,000 Current portion of long-term debt 4,500,000 3,500,000 -------------------------------------- Total Current Liabilities 23,426,000 18,934,000 Long-Term Debt Loan payable 15,000,000 19,500,000 Notes payable 60,000,000 60,000,000 -------------------------------------- 75,000,000 79,500,000 Other Liabilities Film contracts payable 1,019,000 2,754,000 Unfunded pensions 2,355,000 2,652,000 Deferred revenue 3,889,000 Deferred income taxes 4,403,000 4,554,000 Other 3,432,000 3,432,000 -------------------------------------- 15,098,000 13,392,000 Stockholder's Equity Capital stock 10,000 10,000 Capital surplus 32,532,000 32,482,000 Accumulated deficit (16,138,000) (26,707,000) -------------------------------------- 16,404,000 5,785,000 -------------------------------------- $129,928,000 $117,611,000 ====================================== </TABLE> See accompanying notes. F-3

Outlet Broadcasting, Inc. Consolidated Statements of Operations <TABLE> <CAPTION> Year ended December 31 1994 1993 1992 ---------------------------------------------------------------- <S> <C> <C> <C> Net revenue $59,442,000 $46,952,000 $45,153,000 Operating expenses: Technical, programming and news 20,113,000 18,035,000 18,709,000 Selling, general and administrative 13,774,000 11,641,000 11,159,000 Depreciation 2,775,000 2,488,000 2,628,000 Amortization of intangibles 2,605,000 2,360,000 2,360,000 ---------------------------------------------------------------- 39,267,000 34,524,000 34,856,000 ---------------------------------------------------------------- Operating income 20,175,000 12,428,000 10,297,000 Interest expense: Loan and notes payable (8,467,000) (7,392,000) (6,680,000) Note payable to shareholder (4,016,000) (7,309,000) Other income (expense): Interest income 141,000 239,000 910,000 Other income 276,000 1,694,000 574,000 Other expense (896,000) (611,000) (617,000) ---------------------------------------------------------------- Total interest and other income (expense) (8,946,000) (10,086,000) (13,122,000) ---------------------------------------------------------------- Income (loss) before items noted below 11,229,000 2,342,000 (2,825,000) Nonrecurring items, net 1,401,000 ---------------------------------------------------------------- Income (loss) before income taxes, extraordinary loss and cumulative effect of change in accounting principle 11,229,000 2,342,000 (1,424,000) Income taxes 660,000 316,000 128,000 ---------------------------------------------------------------- Income (loss) before extraordinary loss and cumulative effect of change in accounting principle 10,569,000 2,026,000 (1,552,000) Extraordinary loss, net (1,826,000) Cumulative effect of change in method of accounting for income taxes 4,434,000 ---------------------------------------------------------------- Net income (loss) $10,569,000 $ 4,634,000 $(1,552,000) ================================================================ </TABLE> F-4

Outlet Broadcasting, Inc. Consolidated Statements of Operations (continued) <TABLE> <CAPTION> Year ended December 31 1994 1993 1992 ---------------------------------------------- <S> <C> <C> <C> Income (loss) per share: Before extraordinary loss and cumulative effect of change in accounting principle $10.57 $2.03 $(1.55) Extraordinary loss, net (1.83) Cumulative effect of change in method of accounting for income taxes 4.43 ---------------------------------------------- Net income (loss) per share $10.57 $4.63 $(1.55) ============================================== </TABLE> See accompanying notes. F-5

Outlet Broadcasting, Inc. Consolidated Statements of Stockholder's Equity <TABLE> <CAPTION> Class A Common Stock --------------------------- Number of Par Capital Accumulated Shares Value Surplus Deficit Total ----------------------------------------------------------------------------------- <S> <C> <C> <C> <C> <C> Balances at December 31, 1991 1,000,000 $10,000 $32,444,000 $(29,789,000) $ 2,665,000 Net loss (1,552,000) (1,552,000) ----------------------------------------------------------------------------------- Balances at December 31, 1992 1,000,000 10,000 32,444,000 (31,341,000) 1,113,000 Contribution of capital 38,000 38,000 Net income 4,634,000 4,634,000 ----------------------------------------------------------------------------------- Balances at December 31, 1993 1,000,000 10,000 32,482,000 (26,707,000) 5,785,000 Contribution of capital 50,000 50,000 Net income 10,569,000 10,569,000 ----------------------------------------------------------------------------------- Balances at December 31, 1994 1,000,000 $10,000 $32,532,000 $(16,138,000) $16,404,000 =================================================================================== </TABLE> See accompanying notes. F-6

Outlet Broadcasting, Inc. Consolidated Statements of Cash Flows <TABLE> <CAPTION> Year ended December 31 1994 1993 1992 ----------------------------------------------- <S> <C> <C> <C> Operations: Net income (loss) $10,569,000 $ 4,634,000 $(1,552,000) Adjustments to reconcile net income (loss) to net cash provided by operations: Depreciation and amortization 5,380,000 4,848,000 4,988,000 Amortization of other assets 365,000 272,000 402,000 Accretion of debt discount 649,000 1,059,000 Change in accounting principle (4,434,000) Extraordinary loss--net 1,826,000 (Decrease) increase in deferred taxes (151,000) 1,186,000 423,000 Increase in accounts receivable (2,800,000) (1,010,000) (302,000) Amortization of film contract rights 5,662,000 5,633,000 6,995,000 Increase in prepaid film contract rights (4,149,000) (4,672,000) (3,460,000) (Increase) decrease in other current assets (369,000) 395,000 (105,000) Increase (decrease) in accounts payable and accrued expenses 2,148,000 (3,575,000) (1,543,000) Decrease in film contracts payable (1,773,000) (409,000) (2,497,000) Increase in deferred revenue 4,722,000 Increase (decrease) in income taxes payable 524,000 (984,000) 943,000 Gain on sale of real estate (1,401,000) Other (662,000) (487,000) (306,000) ----------------------------------------------- Net Cash Provided by Operations 19,466,000 3,872,000 3,644,000 </TABLE> F-7

Outlet Broadcasting, Inc. Consolidated Statements of Cash Flows (continued) <TABLE> <CAPTION> Year ended December 31 1994 1993 1992 ------------------------------------------------- <S> <C> <C> <C> Investing: Capital expenditures--net of disposals (3,385,000) (5,907,000) (2,943,000) Investment in local marketing agreement (1,055,000) Acquisition of broadcast station (5,478,000) Proceeds from sale of real estate 7,100,000 Other (14,000) ------------------------------------------------- Net Cash (Used) Provided by Investing (9,932,000) (5,907,000) 4,157,000 Financing: Issuance of notes payable 60,000,000 Proceeds from issuance of term loan 25,000,000 Payment of loan payable (3,500,000) (2,000,000) Payment of mortgage (2,859,000) Payment of long-term debt (44,150,000) (3,310,000) Repurchase of debt (6,825,000) Redemption of note payable to shareholder (43,946,000) Contribution of capital 50,000 38,000 Debt refinancing costs (3,151,000) Premium on debt refinancing (2,207,000) ------------------------------------------------- Net Cash Used by Financing (3,450,000) (10,416,000) (12,994,000) ------------------------------------------------- Net increase (decrease) in cash and cash equivalents 6,084,000 (12,451,000) (5,193,000) Cash and cash equivalents at beginning of year 1,756,000 14,207,000 19,400,000 ------------------------------------------------- Cash and Cash Equivalents at End of Year $7,840,000 $1,756,000 $14,207,000 ================================================ </TABLE> See accompanying notes. F-8

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements December 31, 1994 1. Basis of Presentation Outlet Broadcasting, Inc. (the Company) is a wholly-owned subsidiary of Outlet Communications, Inc. (the Parent Company). The consolidated financial statements include the accounts of Outlet Broadcasting, Inc. (the Company) and its wholly-owned subsidiaries. At December 31, 1994, the Company's operations consist of two owned VHF television stations and one owned UHF television station along with one UHF television station operated under a local marketing agreement. All material intercompany accounts are eliminated. 2. Significant Accounting Policies Revenues Broadcasting stations derive revenue from the sale of program time and spot announcements to local, regional and national advertisers, and from compensation received from carrying network programs and commercials. Advertising revenue and network compensation are recognized in the period during which the program time and spot announcements are broadcast. Revenue is also derived from the production of film and taping of advertising materials. Production revenue is recognized in the period when the service is provided. Deferred revenue represents a one-time payment received upon renewal of the Company's affiliation with a broadcasting network which will be amortized into revenue over the term of the affiliation. The amount of deferred revenue to be amortized over the ensuing period of twelve months is included in current liabilities. Film Contract Rights Film contract rights are recorded when the license period begins and the program is available for showing. The costs of film contract rights are amortized on accelerated methods over the contract period or as the program is used, whichever provides the greater amortization on an accumulated basis. The costs of programs expected to be used within one year are classified as a current asset. Payments for film contracts are made pursuant to contractual terms over periods that are generally shorter than the lives of the rights. F-9

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 2. Significant Accounting Policies (continued) Property and Equipment Property and equipment is stated at cost. Depreciation is calculated on the straight-line basis over the estimated useful lives of the property and equipment varying from 3 to 40 years. Intangible Assets Intangible assets primarily include network affiliation agreements, station licenses and goodwill and are being amortized using the straight-line method up to 40 years. Income (loss) Per Share Income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock - 1,000,000 shares. Cash Equivalents Cash equivalents include highly liquid investments with a maturity of three months or less when purchased. Concentration of Credit Risk The Company operates television stations which serve the Columbus and Chillicothe, Ohio; Providence, Rhode Island--New Bedford, Massachusetts and Raleigh--Durham (Fayetteville, Goldsboro and Rocky Mount), North Carolina markets. The Company grants credit to customers, substantially all of whom are either local advertisers within these markets or national advertising agencies. F-10

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 3. Acquisition and Local Marketing Agreement In March 1994, the Company entered into a local marketing agreement ("LMA") with the licensee of UHF television station WWHO, Chillicothe, Ohio. Under the agreement, the Company will serve as a broker for the sale of WWHO's advertising time and provide it with certain programming and operating capabilities. The Company's obligations commenced April 18, 1994 and, since that date, results of operations for WWHO are included with those of the Company. The Company made an initial investment in the LMA of $1,055,000 which included an option, valued at $475,000, to purchase the station. The total investment is being amortized over the initial ten-year term of the LMA. In addition, the Company agreed to reimburse the licensee for certain annual operating expenses and debt service which, during 1994, totaled $392,000. The Company has also agreed to share with the licensee specified percentages of net operating income, as defined in the LMA. In this regard, the Company is allowed to recover its aggregate investment (excluding the option) and operating expense and debt service payments from the net revenue of WWHO prior to making percentage payments from net operating income. There were no such payments required in 1994. The LMA will automatically renew for two additional periods of five years unless canceled by the Company. On August 10, 1994, the Company purchased the assets and broadcast license of television station, WNCN (formerly WYED), for an aggregate price of $5,478,000. WNCN is an independent television station licensed to Goldsboro, NC, and broadcasts in the Raleigh--Durham (Fayetteville, Goldsboro, and Rocky Mount), North Carolina market area. Funds for the acquisition were provided by the Company's internal operations. The transaction was accounted for using the purchase method of accounting. Results of operations for WNCN are included with those of the Company subsequent to the date of acquisition. Pro forma net revenue, net income and net income per share for 1994 and 1993 would not have been significantly different from the actual historical amounts. F-11

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 4. Income Taxes The components of income tax expense (benefit) for the years ended December 31 are as follows: <TABLE> <CAPTION> 1994 1993 1992 ----------------------------------------- (Dollars in thousands) <S> <C> <C> <C> Current: Federal $531 $ (870) $(281) State 280 (14) ------------------------------------------ 811 (870) (295) Deferred: Federal (70) 1,265 379 State (81) (79) 44 ------------------------------------------ (151) 1,186 423 ------------------------------------------ 660 316 128 Extraordinary loss: Federal (940) ------------------------------------------ -0- (940) -0- ------------------------------------------ $660 $ (624) $ 128 ========================================== Income taxes paid $287 $ 114 $ 17 ========================================== </TABLE> Income tax expense (benefit) computed using the federal statutory rate is reconciled to the reported income tax provisions before extraordinary credits as follows: <TABLE> <CAPTION> Year ended December 31 1994 1993 1992 ------------------------------------------ <S> <C> <C> <C> (Dollars in thousands) Statutory tax expense (benefit) $ 3,930 $ 796 $(484) State income taxes (net of federal income tax benefit) 129 (52) 20 Amortization of intangible assets 529 500 409 Original issue discount 360 Adjust prior year tax estimate 311 (1,040) (281) Change in valuation reserve (4,256) 93 Alternative minimum tax 115 Other 17 (96) 104 ------------------------------------------ $ 660 $ 316 $ 128 =========================================== </TABLE> F-12

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 4. Income Taxes (continued) Pursuant to tax regulations released in 1994, the Company allocated to equity certain proceeds received from a prior year's issuance of debt and related common stock purchase warrants, thereby increasing the Company's net operating loss carryover by $13,301,000 and increasing the deferred tax asset and the related valuation reserve by $4,745,000. Effective January 1, 1993, the Company adopted Financial Accounting Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes" and adjusted previously recorded deferred taxes. The Company has reflected the effect of adopting Statement 109 as a change in accounting principle at the beginning of 1993. The cumulative effect of the change increased net income for the year ended December 31, 1993 by $4,434,000 or $4.43 per share. Deferred income taxes represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, at currently enacted rates. Significant components of the Company's deferred tax liabilities and assets as of December 31, 1994 and 1993, are as follows: <TABLE> <CAPTION> 1994 1993 ----------------------------- <S> <C> <C> Deferred tax liabilities: Amortization of network affiliation agreements and FCC licenses $12,058 $12,475 Amortization of film contracts 1,173 620 Depreciation 1,400 313 Other 7 101 ----------------------------- Total deferred tax liabilities 14,638 13,509 Deferred tax assets: Net operating loss carryover 9,244 9,631 Accrued expenses not currently deductible for tax purposes 768 1,398 Unfunded pensions 2,282 1,687 Deferred revenue 2,030 Other 1,788 1,584 ----------------------------- Total deferred tax assets 16,112 14,300 Valuation reserve for deferred tax assets (5,877) (5,345) ----------------------------- Net deferred tax assets 10,235 8,955 ----------------------------- Net deferred tax liability $ 4,403 $ 4,554 ============================= </TABLE> F-13

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 4. Income Taxes (continued) The components of the deferred income tax provision for the year ended December 31, 1992 were as follows: <TABLE> <CAPTION> 1992 ------ <S> <C> Film amortization $(333) Depreciation 435 Amortization of intangibles 919 State income taxes 34 Net operating loss (412) Gain on sale of assets (396) Other--net 176 ----- $ 423 ===== </TABLE> The Company has tax loss carryforwards totaling $24,025,000. The tax loss carryforwards expire as follows: <TABLE> <CAPTION> Year ---- <S> <C> 2005 $ 5,375 2006 13,970 2007 2,259 2008 2,421 ------- $24,025 ======= </TABLE> F-14

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 5. Long-term Debt Long-term debt consists of the following: <TABLE> <CAPTION> December 31 1994 1993 --------------------- (Dollars in thousands) <S> <C> <C> Senior loan payable to bank, principal and interest payable in quarterly installments to September 30, 1998, interest is based on LIBOR plus 2.5% (7.8125% at December 31, 1994) secured by substantially all of the assets of the Company $19,500 $23,000 10 7/8% Senior Subordinated Notes, due July 15, 2003, interest payable semiannually on January 15 and July 15 60,000 60,000 ----------------------- 79,500 83,000 Less current portion 4,500 3,500 ----------------------- $75,000 $79,500 ======================= </TABLE> On June 28, 1993, the Company entered into a Credit and Guaranty Agreement (the Agreement) with a bank under which the bank agreed to provide a secured senior credit facility consisting of a term loan in the principal amount of $25,000,000 and revolving loans in the maximum principal amount outstanding of $5,000,000. The term loan is payable in quarterly installments through September 30, 1998. Amounts outstanding on the revolving loan would be payable in three fluctuating quarterly installments no later than June 30, 1999. The Agreement provides for payment of a commitment fee equal to 1/2% of the unused portion of the revolving loan. The Agreement also provides for principal payments based on the immediately preceding fiscal year's excess cash flow, as defined in the Agreement, commencing July 1, 1995; however, the principal payment due July 1, 1995 has been waived by the bank. On July 15, 1993, in a public offering, the Company issued 10 7/8% Senior Subordinated Notes due 2003 in the principal amount of $60,000,000. F-15

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 5. Long-term Debt (continued) The loan and notes payable contain certain covenants that, among other things, limit the ability of the Company to incur debt, pay cash dividends on or repurchase capital stock (as defined in the Agreement), enter into certain transactions with affiliates, acquire and/or dispose of certain assets and engage in mergers and consolidations. The obligations were entered into in order for the Company to undertake a refinancing of its outstanding long-term debt, which was completed during 1993. As a result of the refinancing, the Company incurred one-time debt extinguishment costs in the amount of $1,826,000, net of income taxes, reported as an extraordinary loss during the year ended December 31, 1993. During 1993, the Company repaid in full its Junior Subordinated Note payable to The Mutual Benefit Life Insurance Company. Interest on the note was payable (i) at the rate of 9% per annum (which interest was accrued and added semiannually to the principal amount of the note through August 1, 1991), and (ii) semiannually thereafter, based on the note's principal amount of $50,000,000, with payments commencing on February 1, 1992, and continuing until maturity on February 1, 1997, at 12.5% per annum. The note was recorded at a discounted value at an effective interest rate of 17.2%, which was being amortized over the term of the note. The Mutual Benefit Life Insurance Company is a shareholder of the Parent Company. Cash payments for interest during the years ended December 31, 1994, 1993 and 1992 were $8,096,000, $13,071,000 and $13,150,000, respectively. Annual maturities of long-term debt during each of the next five years are as follows (dollars in thousands): 1995-$4,500; 1996-$5,000; 1997-$5,500; 1998-$4,500; 1999-none. F-16

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 6. Lease Obligations and Commitments The Company has several operating leases involving equipment. As of December 31, 1994, the future minimum payments under noncancelable operating leases with initial or remaining terms of one year or more were as follows: <TABLE> <CAPTION> (Dollars (in thousands) -------------- <S> <C> 1995 $ 309 1996 274 1997 155 1998 157 1999 147 Thereafter 613 ------ $1,655 ====== </TABLE> Rent expense for all operating leases was approximately $604,000, $692,000, and $796,000, for the years ended December 31, 1994, 1993 and 1992, respectively. The Company has commitments to acquire approximately $10,992,000 of film contract rights at December 31, 1994. The Company has also agreed to reimburse the licensee of television station WWHO for certain annual operating and debt service expenses over the duration of the LMA. The reimbursement for 1995 is estimated at $612,000 and, in subsequent years, may approximate that amount. At December 31, 1994, the Company remains contingently liable on approximately $12,884,000 of store leases expiring on various dates through 2007, applicable to a retail division, which was sold as of the fiscal year ended January 31, 1983. Substantially all of the leases have been assumed by others, and management believes that future payments, if any, would not be material to the Company's financial statements. In connection with the sale of television stations to third parties, the Company also remains contingently liable on approximately $4,600,000 of building and tower leases related to radio and television stations sold in March 1990. F-17

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 7. Nonrecurring Items and Extraordinary Loss The extraordinary loss in 1993 represents debt extinguishment costs as described in Note 5. Nonrecurring items in 1992 represent a gain on the sale of real estate, net of write-offs of marketable securities in the amount of $148,000. 8. Commissions Net revenue for the years ended December 31, 1994, 1993, and 1992 are net of agency and national representative commissions of approximately $11,547,000 $9,140,000 and $8,877,000, respectively. 9. Employee Benefit Plans The Company has both qualified and nonqualified noncontributory pension plans covering all employees age 21 or over with one year of service, excluding certain collective bargaining groups. Pension costs are actuarially computed. The Company's policy is to fund amounts as are necessary on an actuarial basis to provide for benefits in accordance with the requirements of ERISA. Benefits are based on (i) the three consecutive years in which compensation affords the highest average, and (ii) total years of service. Net pension costs for the indicated years ended December 31 consist of: <TABLE> <CAPTION> 1994 1993 1992 -------------------------------------------- (Dollars in thousands) <S> <C> <C> <C> Service costs--benefits earned during the period $ 215 $ 305 $ 256 Interest cost on projected benefit obligations 1,583 1,613 1,590 Actual return on assets (1,341) (1,311) (1,278) Net amortization and other 108 73 19 -------------------------------------------- $ 565 $ 680 $ 587 ============================================ </TABLE> F-18

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 9. Employee Benefit Plans (continued) The Company suspended the qualifed pension plan as of September 1, 1994. The Company's actuary determined the curtailment loss associated with the suspended benefits to be $220,000. Assumptions used in accounting for the pension plans are as follows at December 31: <TABLE> <CAPTION> 1994 1993 1992 ------------------------------------------------ <S> <C> <C> <C> Discount rate 7.5% 7.5% 8.5% Average rate of increase in compensation levels 6% 6% 6% Expected long-term rate of return on assets 5.5%-8.5% 5.5%-8.5% 5.5%-8.5% </TABLE> The following table sets forth the funded status of the plans measured as of December 31: <TABLE> <CAPTION> 1994 1993 -------------------------------- (Dollars in Thousands) <S> <C> <C> Vested benefit obligations $(20,051) $(21,092) ================================ Accumulated benefit obligations $(20,281) $(21,404) ================================ Projected benefit obligations $(20,281) $(22,773) Plan assets at fair value, primarily cash equivalents and listed stocks and bonds 15,326 16,657 -------------------------------- Projected benefit obligation in excess of plan assets (4,955) (6,116) Unrecognized net actuarial gain (876) (1,745) Unrecognized prior service cost 159 372 Unrecognized net transition obligation 1,313 3,393 Adjustment for minimum liability (774) (651) --------------------------------- Accrued pension liability $ (5,133) $ (4,747) ================================= </TABLE> F-19

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 9. Employee Benefit Plans (continued) On September 1, 1994, the Company established the Outlet Broadcasting Inc. 401(k) and Profit Sharing Plan (the Plan), which qualifies under Section 401(k) of the Internal Revenue Code, for the benefit of substantially all employees not covered by a collective bargaining agreement, unless the agreement allows for participation in the Plan. The Plan allows the employees to contribute up to 15% of their regular earnings. The Company contributes, for the personal account of each employee, 25% of the first 6%. Plan expense in 1994 was approximately $67,000. In addition, the Company may make discretionary profit sharing contributions annually. The Company provides postretirement medical reimbursement benefits to elected corporate officers who have met certain service requirements. Most of eligible participants are currently retired. As of January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" which requires the cost of providing postretirement medical reimbursement benefits to be accrued over the eligible employees' service period. Prior to 1993, the Company expensed these benefits as they were paid. As permitted by the new standard, the Company elected to recognize its accumulated postretirement benefit of obligation at January 1, 1993, on a delayed basis. The following table provides information on the status of the medical reimbursement benefit plan as of December 31: <TABLE> <CAPTION> 1994 1993 ----------------------- (Dollars in thousands) <S> <C> <C> Accumulated postretirement benefit obligation: Retirees $(682) $(686) Fully eligible plan participants (71) (83) Other active plan participants (28) (17) ----------------------- Total (781) (786) Unrecognized transition obligation 522 551 ----------------------- Accrued postretirement benefit cost $(259) $(235) ======================= </TABLE> F-20

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 9. Employee Benefit Plans (continued) Net periodic postretirement benefit costs for the indicated years ended December 31, consisted of the following: <TABLE> <CAPTION> 1994 1993 ---------------------- (Dollars in thousands) <S> <C> <C> Service cost - benefits attributed to service during the period $10 $ 10 Interest cost on accumulated postretirement benefit obligation 60 61 Amortization of unrecognized transition obligation 29 29 ---------------------- Net periodic postretirement benefit cost $99 $100 ====================== </TABLE> The Company's policy is to fund postretirement benefits as claims are paid. The accumulated postretirement benefit obligation was determined using a discount rate of 8% and a health care cost trend rate of 6%, declining to 5% in the year 2000 and thereafter. The effect of a 1% annual increase in these assumed cost trend rates would increase the accumulated postretirement benefit obligation by approximately $83,000; the annual costs would not be materially affected. 10. Intangible Assets Intangible assets consist of the following at December 31: <TABLE> <CAPTION> 1994 1993 --------------------------- (Dollars in thousands) <S> <C> <C> Network affiliation agreements $34,917 $34,917 Station licenses and goodwill 62,231 59,479 --------------------------- 97,148 94,396 Less accumulated amortization 20,149 17,544 --------------------------- $76,999 $76,852 =========================== </TABLE> F-21

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 11. Accrued Expenses Accrued expenses consist of the following at December 31: <TABLE> <CAPTION> 1994 1993 ----------------------- (Dollars in thousands) <S> <C> <C> Accrued interest $ 3,043 $3,043 Accrued pensions 2,778 2,095 Accrued property taxes 471 462 Accrued salaries, wages and benefits 2,120 1,404 Accrued license fees and commissions 608 462 Accrued liabilities for claims and contingencies 596 592 Other 778 836 ----------------------- $10,394 $8,894 ======================= </TABLE> 12. Capitalization The capitalization of the Company at December 31, 1994 and 1993 was as follows: <TABLE> <CAPTION> Issued and Description Outstanding -------------------------------------------------------------------------------- <S> <C> Preferred stock, no par value--authorized 1,000,000 shares -- Class A common stock, $.01 par value--authorized 3,000,000 shares 1,000,000 Class B common stock, $.01 par value--authorized 1,000,000 shares -- </TABLE> 13. Litigation During 1993, a representative body of the television broadcast industry reached an agreement with the American Society of Composers, Authors and Publishers (ASCAP) as to the total industry's obligation for the payment of music performance rights fees to that organization. The agreement provided that each television station's performance rights fees payable to ASCAP would generally approximate what the stations had paid to date. Accordingly, the Company reversed an accrued liability of $2,100,000 which provided for the Company's potential additional exposure in this matter. F-22

Outlet Broadcasting, Inc. Notes to Consolidated Financial Statements (continued) 13. Litigation (continued) The Company is also subject to litigation arising from its normal business operations. Any liability which may result therefrom, to the extent not provided by insurance or accruals, would not have a material effect on the Company's financial position. F-23

OUTLET BROADCASTING, INC. VALUATION AND QUALIFYING ACCOUNTS Schedule II (Dollars in thousands) <TABLE> <CAPTION> Balance at Additions Balance beginning charged at end of period to expense Deductions of period ---------- ---------- ---------- --------- <S> <C> <C> <C> <C> Year ended December 31, 1992 Allowance for doubtful accounts $285 $187 $172 $300 ========== ========== ========== ========= Year ended December 31, 1993 Allowance for doubtful accounts $300 $275 $275 $300 ========== ========== ========== ========= Year ended December 31, 1994 Allowance for doubtful accounts $300 $154 $133 $321 ========== ========== ========== ========= </TABLE> S-1

EXHIBIT INDEX Page ---- 3. (a) Certificate of Incorporation*, as amended December 17, 1987;**and September 19, 1989*** (b) By-Laws;** 4. Indenture, dated as of July 8, 1993 between Outlet Broadcasting, Inc. and Bankers Trust Company, as Trustee, governing Outlet Broadcasting, Inc. 10 7/8% Senior Subordinated Notes Due 2003;*** 10. Material contracts: (a) Agreement for Management Consulting Services, dated July 31, 1986, by and between Harding Service Corporation and Outlet Communications, Inc.;*(1) (b)(i) Stockholders' Agreement, dated December 10, 1986, by and among Outlet Communications, Inc.; Outlet Broadcasting, Inc. and the persons named therein (the Stockholders' Agreement);*** (b)(ii) Amendment No. 1, dated as of December 1, 1987, to the Stockholders' Agreement;*** (b)(iii) Agreement dated July 26, 1988, by and among Outlet Communications, Inc.; Outlet Broadcasting, Inc. and the persons named therein amending the Stockholders' Agreement;*** (c) Credit and Guaranty Agreement dated as of June 28, 1993 among Outlet Broadcasting, Inc. and Outlet Communications, Inc. and Fleet National Bank;*** (d) Supplemental Retirement Plan;***(1) (e) 1992 Stock Incentive Plan, as amended and restated;***(1) (f)(i) Employment Agreement, dated April 1, 1989, among Felix W. Oziemblewski and Outlet Broadcasting, Inc. and Outlet Communications, Inc.;****(1) (f)(ii) Employment Agreement, dated January 1, 1995, among Linda Sullivan and Outlet Broadcasting, Inc. and Outlet Communications, Inc.;********(1) 76 (f)(iii) Employment Agreement, dated May 1, 1993 among Douglas E. Gealy and Outlet Broadcasting, Inc. and Outlet Communications, Inc.***(1) (f)(iv) Employment Agreement, dated January 1, 1993, between James G. Babb and Outlet Communications, Inc.;****** as amended December 17, 1993;*******(1) (f)(v) Employment Agreement, dated January 1, 1995, among Adam G. Polacek and Outlet Broadcasting, Inc. and Outlet Communications, Inc.;********(1) 83 (f)(vi) Employment Agreement, dated January 1, 1995 among Steven Soldinger and Outlet Broadcasting, Inc. and Outlet Communications, Inc.********(1) 90 (g) Lease Agreement dated as of September 27, 1982 between WBNS-TV and Outlet Broadcasting, Inc. regarding tower facility of WCMH;*** (h) Station Affiliation Agreement, dated as of September 1, 1994, between WB Communications and Outlet Broadcasting;******** 97

Page ---- (i) Time Brokerage Agreement dated as of March 18, 1994 among Outlet Broadcasting, Inc. and Fant Broadcasting Company of Ohio, Inc. and Outlet Communications, Inc.******** 117 (j) Press Release, dated March 21, 1995, announcing the retention of a financial advisor to explore strategic alternatives.******** 191 22. Subsidiaries of the Registrant: Outlet Productions, Inc.; Biltout, Inc.; and WATL-TV Pro Wrestling, Inc. __________________ * Incorporated by reference from the Registration Statement on Form S-1, Registration No. 33-9442, declared effective by the Securities and Exchange Commission on January 21, 1987. ** Incorporated by reference from Current Report on Form 10-K for the year ended December 31, 1987. *** Incorporated by reference from Outlet Broadcasting, Inc. Registration Statement on Form S-1, Registration No. 33-62292, declared effective by the Securities and Exchange Commission on July 8, 1993. **** Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1989. ***** Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1990. ****** Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1992. ******* Incorporated by reference from Annual Report on Form 10-K for the year ended December 31, 1993. ******** Filed herewith. _____________________________________________ (1) Management contract or compensatory plan or arrangement.

Exhibit 10.(f)(ii) EMPLOYMENT AGREEMENT THIS AGREEMENT made this 1st day of January, 1995, by and between Outlet Communications, Inc., a Delaware corporation and Outlet Broadcasting, Inc., a Rhode Island Corporation (collectively the "Corporation"), and Linda Sullivan ("Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Corporation desires to assure itself of the services of Executive and Executive is willing to make her services available to the Corporation on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, IT IS AGREED: 1. Employment. The Corporation hereby employs Executive and Executive ---------- hereby accepts employment with the Corporation on the terms and conditions set forth in this Agreement. 2. Term. The term of Executive's employment hereunder shall commence ---- on January 1, 1995 and shall continue through December 31, 1996 unless earlier terminated pursuant to Paragraph 6 hereof. Notwithstanding the foregoing, the Executive's employment shall be automatically extended for consecutive one-year periods unless notification to the contrary is given by one of the parties to this Agreement no later than six months prior to the expiration of the initial two year term or any extension thereafter. 3. Duties. (a) Executive shall serve as Vice President and General ------ Manager Station WJAR TV, Providence, Rhode Island during the term of this Agreement and will, under the direction of the Chief Executive Officer of the Corporation, faithfully and to the best of her ability perform the duties of such offices. Executive agrees to devote such time, energy, and skills to such employment as required. 4. Compensation. Executive's compensation for the services performed ------------ under 1

this Agreement shall be as follows: (a) Compensation. ------------ (i) Base Salary. Executive shall receive: a base salary of ----------- One Hundred Thirty Thousand Dollars ($130,000) per year, payable in regular bimonthly installments ("Base Salary"). (ii) Adjustment. Executive's basic compensation shall be reviewed ---------- periodically by the Chief Executive Officer and the Compensation Committee of the Board and adjusted in accordance with Outlet's Salary Administration Program, entitling Executive to be benefitted by the Program's provision governing salary increases. (b) Incentive Compensation. In addition to the Base Salary, Executive ---------------------- shall be eligible to earn incentive compensation as a participant in Outlet's Executive Incentive Compensation Plan. 5. Fringe Benefits. --------------- (a) Generally. Executive shall be entitled to any and all benefits --------- made available to Executive management-level employees of the Corporation and such other benefits as the Board may from time to time, in its discretion, make to Executive. (b) Insurance. --------- (i) Medical and Health Coverage. Executive shall be eligible --------------------------- to participate in all applicable health and welfare plans in effect for Executives of the Corporation. (c) Pension. Executive shall be entitled to participate, if eligible, ------- in the Corporation's current retirement plan and supplemental retirement plan. (d) Vacation. Executive shall be entitled to receive paid vacation -------- annually, in accordance with existing Corporation policy. (e) Reimbursement for Reasonable Business Expenses. The Corporation ---------------------------------------------- shall reimburse Executive for reasonable expenses incurred by her in connection with her performance of duties pursuant to this Agreement. (f) Automobile. During the Employment Period, the Corporation ---------- shall provide Executive with full use of an automobile similar to vehicles provided to other 2

management-level employees owned or leased by the Corporation for use in carrying out her duties for both the Corporation and for use in such additional personal business as Executive may deem appropriate. The Corporation agrees to provide adequate insurance for the automobile and occupants and to pay all maintenance and operating costs appropriate or necessary to maintain such automobile in prime operating condition. 6. Termination of Employment. ------------------------- (a) Termination for Just Cause. During the term of this Agreement, -------------------------- the Corporation shall be entitled to terminate Executive's employment at any time for Just Cause upon not less than sixty (60) days written notice to Executive specifying the cause and the date of termination. For this purpose, "Just Cause" shall mean fraud, conviction of a felony, dishonesty, gross negligence in the performance of her duties to the Corporation, willful misconduct in the performance of her duties to the Corporation, willful misrepresentation to shareholders and directors which is materially injurious to the Corporation, willful failure to comply with a reasonable written order of the Board of Directors and material breach of this Agreement. In the event of such termination, payments for Base Salary and vested rights to fringe benefits shall be prorated to the date of termination. All other obligations of the Corporation hereunder shall cease as of the date of termination. (b) Termination for Death or Permanent Incapacity. In the event --------------------------------------------- of Executive's death while employed hereunder or if Executive's employment hereunder is terminated by reason of permanent incapacity, as herein provided, Corporation shall continue to pay the base salary specified in subparagraph 4(a)(i) above through the end of the month in which such event occurs; and Executive shall also be entitled to a pro rata portion of the Incentive Bonus, if any, based on actual performance of Corporation, which Executive would have earned had she continued in its employ for the balance of the year in which such event occurs using the ratio to twelve months of the number of months of that year to and including the month in which such event occurs. If during the term of this Agreement Executive should become disabled, through illness or otherwise, from performing her duties hereunder, Executive shall be entitled to a leave of absence from corporation for the duration of any such disability up to but not 3

exceeding six months in any one twelve-month period. Executive's base salary retainer and Incentive Bonus and her status as an employee hereunder shall continue during any such leave of absence. Executive shall be deemed to be permanently incapacitated only if and when her leaves of absence for disability shall have continued beyond those specified in this paragraph and thereafter upon impartial medical advice it shall have been certified to corporation that the disability is such that it will substantially impair her ability to perform her duties hereunder. (c) Termination Without Just Cause. During the term of this Agreement, ------------------------------ the Corporation shall be entitled to terminate Executive's employment without Just Cause upon not less than sixty (60) days' written notice to Executive specifying the date of termination; provided however, that if this Agreement is terminated by the Corporation for any reason other than for Just Cause, or if the Agreement is terminated by the Corporation for any reason which the Corporation believes constitutes Just Cause, and it is ultimately determined that Executive was wrongfully terminated, Executive shall continue to receive her Base Salary in the amount and manner as if both parties had fully performed their obligations under this Agreement for the Employment Period notwithstanding such termination. 7. Noncompetition. The Corporation and Executive agree that the -------------- Corporation's customer contacts and relations are established and maintained at great expense and that Executive by virtue of employment under this Agreement, will have unique and extensive exposure to the personal contact with the Corporation's customers and that she will be able to establish a unique relationship with those customers and the opportunity, both during and after employment, to unfairly compete with the Corporation (which term, for purposes of this paragraph 7, shall include the Corporation, or any affiliate or subsidiary of the Corporation which provides similar products and services). Therefore, Executive and the Corporation agree as follows: (a) During Term of Employment. Executive agrees during her employment ------------------------- with the Corporation that she shall not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity participate in, engage in, or have a financial or other interest in any business which is directly competitive 4

with the Corporation or any successor or assign of the Corporation. The ownership of an interest constituting not more than one percent (1%) of the outstanding debt or equity in a corporation whose shares are traded in a recognized stock exchange or trade in the over-the-counter market, even though the corporation may be a competitor of the Corporation, shall not be deemed financial participation in a competitor. (b) Upon Termination of Employment. Executive agrees that upon ------------------------------ termination of employment with the Corporation, for a period of one (1) year after December 31, 1996, or the termination date of her employment with the Corporation, whichever date is later, she will not, directly or indirectly, individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity, canvass, contact, solicit or accept on behalf of himself or any other corporation, any customers with whom Executive had personal contact or whose account Executive personally serviced or supervised while employed hereunder, for the purpose of providing services, products or business directly competitive with those then being provided by the Corporation, in the city in which the Executive was employed. 8. Confidentiality. In the course of her employment with the Corporation --------------- prior to the date hereof Executive had, and in the course of her employment hereunder Executive will have, access to confidential information and records, data, formulae, specifications and other trade secrets of the Corporation and its affiliates and subsidiaries ("Confidential Information"). During and after her employment by the Corporation, Executive shall not directly or indirectly disclose Confidential Information to any person or use any Confidential Information, except as required in the course of such employment. All records, files, drawings, documents, models, equipment and the like relating to the Corporation's or any of its affiliates' or subsidiaries' business, which Executive shall prepare or use or come into contact with, shall be and remain such company's sole property and shall not be removed from such company's premises without its written consent, except as required in the course of such employment. 9. Specific Performance. In the event of any controversy concerning -------------------- the rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be 5

cumulative and nonexclusive and shall be in addition to any other remedy to which the parties may be entitled. 10. Sale, Consolidation or Merger. In the event of a sale of the ----------------------------- stock of the Corporation, or consolidation or merger of the Corporation with or into another corporation or entity, or the sale of substantially all of the operating assets of the Corporation to another corporation, entity or individual, the Corporation's successor-in-interest shall be deemed to have assumed all liabilities of the Corporation under this Agreement. 11. Waiver. The failure of either party to insist, in any one or ------ more instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. 12. Notices. Any notice to be given hereunder shall be deemed sufficient ------- if addressed in writing, and delivered by registered or certified mail or delivered personally, in the case of the Corporation, to its principal business office and in the case of Executive, to her address appearing on the records of the Corporation, or to such other addresses as he may designate in writing to the Corporation. 13. Severability. In the event that any provisions shall be held ------------ to be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable. 14. Amendment. This Agreement may be amended only by an agreement --------- in writing signed by the parties hereto. 15. Entire Agreement. This Agreement contains the entire agreement ---------------- of the parties with respect to Executive's employment by the Corporation and supersedes any prior or simultaneous agreements between them, whether oral or written. 16. Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Rhode Island. 6

17. Coverage. The provisions set forth in this Agreement with respect -------- to the terms and conditions of Executive's employment will not prevent Executive from participating in any other employee compensation or benefit program adopted by the Corporation for its key employees solely because such programs are not specifically mentioned in this Agreement. 18. Benefit. This Agreement shall be binding upon and inure to the ------- benefit of and shall be enforceable by and against the Corporation, its successors and assigns, and Executive, her heirs, beneficiaries, and legal representatives. It is agreed that the rights and obligations of Executive may not be delegated or assigned except as specifically set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the day, month and year first above written. ATTEST: OUTLET COMMUNICATIONS, INC. /s/ Ann Snell By: /s/ James G. Babb --------------------------------- ---------------------------- Chairman, President & CEO ATTEST: OUTLET BROADCASTING, INC. /s/ Ann Snell By: /s/ James G. Babb --------------------------------- ---------------------------- Chairman, President & CEO WITNESS: /s/ Joanne Schenck By: /s/ Linda Sullivan --------------------------------- ---------------------------- Linda Sullivan 7

Exhibit 10.(f)(v) EMPLOYMENT AGREEMENT THIS AGREEMENT made this 1st day of January, 1995, by and between Outlet Communications, Inc., a Delaware corporation and Outlet Broadcasting, Inc., a Rhode Island Corporation (collectively the "Corporation"), and Adam G. Polacek ("Executive"). W I T N E S S E T H: ------------------- WHEREAS, the Corporation desires to assure itself of the services of Executive and Executive is willing to make his services available to the Corporation on the terms and conditions set forth below; NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, IT IS AGREED: 1. Employment. The Corporation hereby employs Executive and Executive ---------- hereby accepts employment with the Corporation on the terms and conditions set forth in this Agreement. 2. Term. The term of Executive's employment hereunder shall commence ---- on January 1, 1995 and shall continue through December 31, 1996 unless earlier terminated pursuant to Paragraph 6 hereof. Notwithstanding the foregoing, the Executive's employment shall be automatically extended for consecutive one-year periods unless notification to the contrary is given by one of the parties to this Agreement no later than six months prior to the expiration of the initial two year term or any extension thereafter. 3. Duties. (a) Executive shall serve as Vice President and General ------ Manager Station WNCN, Raleigh, North Carolina during the term of this Agreement and will, under the direction of the Chief Executive Officer of the Corporation, faithfully and to the best of his ability perform the duties of such offices. Executive agrees to devote such time, energy, and skills to such employment as required. 4. Compensation. Executive's compensation for the services performed ------------ under 1

this Agreement shall be as follows: (a) Compensation. ------------ (i) Base Salary. Executive shall receive: a base salary of One ----------- Hundred Thirty Thousand Dollars ($130,000) per year, payable in regular bi-monthly installments ("Base Salary"). (ii) Adjustment. Executive's basic compensation shall be reviewed ---------- periodically by the Chief Executive Officer and the Compensation Committee of the Board and adjusted in accordance with the Outlet's Salary Administration Program, entitling Executive to be benefitted by the Program's provision governing salary increases. (b) Incentive Compensation. In addition to the Base Salary, Executive ---------------------- shall be eligible to earn incentive compensation as a participant in Outlet's Executive Incentive Compensation Plan. 5. Fringe Benefits. --------------- (a) Generally. Executive shall be entitled to any and all benefits --------- made available to Executive management-level employees of the Corporation and such other benefits as the Board may from time to time, in its discretion, make to Executive. (b) Insurance. --------- (i) Medical and Health Coverage. Executive shall be eligible --------------------------- to participate in all applicable health and welfare plans in effect for Executives of the Corporation. (c) Pension. Executive shall be entitled to participate, if eligible, ------- in the Corporation's current retirement plan and supplemental retirement plan. (d) Vacation. Executive shall be entitled to receive paid vacation -------- annually, in accordance with existing Corporation policy. (e) Reimbursement for Reasonable Business Expenses. The Corporation ---------------------------------------------- shall reimburse Executive for reasonable expenses incurred by him in connection with his performance of duties pursuant to this Agreement. (f) Automobile. During the Employment Period, the Corporation shall ---------- provide Executive with full use of an automobile similar to vehicles provided to other 2

management-level employees owned or leased by the Corporation for use in carrying out his duties for both the Corporation and for use in such additional personal business as Executive may deem appropriate. The Corporation agrees to provide adequate insurance for the automobile and occupants and to pay all maintenance and operating costs appropriate or necessary to maintain such automobile in prime operating condition. 6. Termination of Employment. ------------------------- (a) Termination for Just Cause. During the term of this Agreement, -------------------------- the Corporation shall be entitled to terminate Executive's employment at any time for Just Cause upon not less than sixty (60) days written notice to Executive specifying the cause and the date of termination. For this purpose, "Just Cause" shall mean fraud, conviction of a felony, dishonesty, gross negligence in the performance of his duties to the Corporation, willful misconduct in the performance of his duties to the Corporation, willful misrepresentation to shareholders and directors which is materially injurious to the Corporation, willful failure to comply with a reasonable written order of the Board of Directors and material breach of this Agreement. In the event of such termination, payments for Base Salary and vested rights to fringe benefits shall be prorated to the date of termination. All other obligations of the Corporation hereunder shall cease as of the date of termination. (b) Termination for Death or Permanent Incapacity. In the event --------------------------------------------- of Executive's death while employed hereunder or if Executive's employment hereunder is terminated by reason of permanent incapacity, as herein provided, Corporation shall continue to pay the base salary specified in subparagraph 4(a)(i) above through the end of the month in which such event occurs; and Executive shall also be entitled to a pro rata portion of the Incentive Bonus, if any, based on actual performance of Corporation, which Executive would have earned had he continued in its employ for the balance of the year in which such event occurs using the ratio to twelve months of the number of months of that year to and including the month in which such event occurs. If during the term of this Agreement Executive should become disabled, through illness or otherwise, from performing his duties hereunder, Executive shall be entitled to a leave of absence from corporation for the duration of any such disability up to but not 3

exceeding six months in any one twelve-month period. Executive's base salary retainer and Incentive Bonus and his status as an employee hereunder shall continue during any such leave of absence. Executive shall be deemed to be permanently incapacitated only if and when his leaves of absence for disability shall have continued beyond those specified in this paragraph and thereafter upon impartial medical advice it shall have been certified to corporation that the disability is such that it will substantially impair his ability to perform his duties hereunder. (c) Termination Without Just Cause. During the term of this Agreement, ------------------------------ the Corporation shall be entitled to terminate Executive's employment without Just Cause upon not less than sixty (60) days' written notice to Executive specifying the date of termination; provided however, that if this Agreement is terminated by the Corporation for any reason other than for Just Cause, or if the Agreement is terminated by the Corporation for any reason which the Corporation believes constitutes Just Cause, and it is ultimately determined that Executive was wrongfully terminated, Executive shall continue to receive his Base Salary in the amount and manner as if both parties had fully performed their obligations under this Agreement for the Employment Period notwithstanding such termination. 7. Noncompetition. The Corporation and Executive agree that the -------------- Corporation's customer contacts and relations are established and maintained at great expense and that Executive by virtue of employment under this Agreement, will have unique and extensive exposure to the personal contact with the Corporation's customers and that he will be able to establish a unique relationship with those customers and the opportunity, both during and after employment, to unfairly compete with the Corporation (which term, for purposes of this paragraph 7, shall include the Corporation, or any affiliate or subsidiary of the Corporation which provides similar products and services). Therefore, Executive and the Corporation agree as follows: (a) During Term of Employment. Executive agrees during his employment ------------------------- with the Corporation that he shall not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity participate in, engage in, or have a financial or other interest in any business which is directly competitive with the 4

Corporation or any successor or assign of the Corporation. The ownership of an interest constituting not more than one percent (1%) of the outstanding debt or equity in a corporation whose shares are traded in a recognized stock exchange or trade in the over-the-counter market, even though the corporation may be a competitor of the Corporation, shall not be deemed financial participation in a competitor. (b) Upon Termination of Employment. Executive agrees that upon ------------------------------ termination of employment with the Corporation, for a period of one (1) year after December 31, 1996, or the termination date of his employment with the Corporation, whichever date is later, he will not, directly or indirectly, individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity, canvass, contact, solicit or accept on behalf of himself or any other corporation, any customers with whom Executive had personal contact or whose account Executive personally serviced or supervised while employed hereunder, for the purpose of providing services, products or business directly competitive with those then being provided by the Corporation, in the city in which the Executive was employed. 8. Confidentiality. In the course of his employment with the Corporation --------------- prior to the date hereof Executive had, and in the course of his employment hereunder Executive will have, access to confidential information and records, data, formulae, specifications and other trade secrets of the Corporation and its affiliates and subsidiaries ("Confidential Information"). During and after his employment by the Corporation, Executive shall not directly or indirectly disclose Confidential Information to any person or use any Confidential Information, except as required in the course of such employment. All records, files, drawings, documents, models, equipment and the like relating to the Corporation's or any of its affiliates' or subsidiaries' business, which Executive shall prepare or use or come into contact with, shall be and remain such company's sole property and shall not be removed from such company's premises without its written consent, except as required in the course of such employment. 9. Specific Performance. In the event of any controversy concerning the -------------------- rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be 5

cumulative and nonexclusive and shall be in addition to any other remedy to which the parties may be entitled. 10. Sale, Consolidation or Merger. In the event of a sale of the stock ----------------------------- of the Corporation, or consolidation or merger of the Corporation with or into another corporation or entity, or the sale of substantially all of the operating assets of the Corporation to another corporation, entity or individual, the Corporation's successor-in-interest shall be deemed to have assumed all liabilities of the Corporation under this Agreement. 11. Waiver. The failure of either party to insist, in any one or more ------ instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. 12. Notices. Any notice to be given hereunder shall be deemed sufficient ------- if addressed in writing and delivered by registered or certified mail or delivered personally, in the case of the Corporation, to its principal business office and in the case of Executive, to his address appearing on the records of the Corporation, or to such other addresses as he may designate in writing to the Corporation. 13. Severability. In the event that any provisions shall be held to ------------ be invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable. 14. Amendment. This Agreement may be amended only by an agreement in --------- writing signed by the parties hereto. 15. Entire Agreement. This Agreement contains the entire agreement ---------------- of the parties with respect to Executive's employment by the Corporation and supersedes any prior or simultaneous agreements between them, whether oral or written. 16. Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Rhode Island. 6

17. Coverage. The provisions set forth in this Agreement with respect -------- to the terms and conditions of Executive's employment will not prevent Executive from participating in any other employee compensation or benefit program adopted by the Corporation for its key employees solely because such programs are not specifically mentioned in this Agreement. 18. Benefit. This Agreement shall be binding upon and inure to the ------- benefit of and shall be enforceable by and against the Corporation, its successors and assigns, and Executive, his heirs, beneficiaries, and legal representatives. It is agreed that the rights and obligations of Executive may not be delegated or assigned except as specifically set forth in this AGreement. IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the day, month and year first above written. ATTEST: OUTLET COMMUNICATIONS, INC. /s/Ann Snell By:/s/James G. Babb ------------------------------- ----------------------------------------- Chairman, President & CEO ATTEST: OUTLET BROADCASTING, INC. /s/Ann Snell By:/s/James G. Babb ------------------------------- ---------------------------------------- Chairman, President & CEO WITNESS: /s/Douglas R. Hamilton By:/s/Adam G. Polacek ------------------------------- ---------------------------------------- Adam G. Polacek ROM:bvl:9326a 7

Exhibit 10.(f)(vi) EMPLOYMENT AGREEMENT THIS AGREEMENT made this 1st day of January, 1995, by and between Outlet Communications, Inc., a Delaware corporation and Outlet Broadcasting, Inc., a Rhode Island Corporation (collectively the "Corporation"), and Steven Soldinger ("Executive"). W I T N E S S E T H: ----------- WHEREAS, the Corporation desires to assure itself of the services of Executive and Executive is willing to make his services available to the Corporation on the terms and conditions set forth below: NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, IT IS AGREED: 1. Employment. The Corporation hereby employs Executive and Executive ----------- hereby accepts employment with the Corporation on the terms and conditions set forth in this Agreement. 2. Term. The term Executive's employment hereunder shall commence ----- on January 1, 1995 and shall continue through December 31, 1995 unless earlier terminated pursuant to paragraph 6 hereof. Notwithstanding the foregoing, the Executive's employment shall be automatically extended for consecutive one-year periods unless notification to the contrary is given by one of the parties to this Agreement no later than three months prior to the expiration of the initial one year term or any extension thereafter. 3. Duties. (a) Executive shall serve as Vice President-Television ------- during the term of this Agreement and will, under the direction of the Chief Executive Officer of the Corporation, faithfully and to the best of his ability perform the duties of such offices. Executive agrees to devote such time, energy, and skills to such employment as required. 4. Compensation. Executive's compensation for the services performed ------------- under this Agreement shall be as follows: 1

(a) Compensation. ------------ (i) Base Salary. Executive shall receive: a base salary of ----------- One Hundred Ten Thousand Dollars ($110,000) per year, payable in regular bimonthly installments ("Base Salary"). (ii) Adjustment. Executive's basic compensation shall be ---------- reviewed periodically by the Chief Executive Officer and the Compensation Committee of the Board and adjusted in accordance with Outlet's Salary Administration Program, entitling Executive to be benefitted by the Program's provision governing salary increases. (b) Incentive Compensation. In addition to the Base Salary, Executive ---------------------- shall be eligible to earn incentive compensation as a participant in Outlet's Executive Incentive Compensation Plan. 5. Fringe Benefits. --------------- (a) Generally. Executive shall be entitled to any and all benefits --------- made available to Executive management-level employees of the Corporation and such other benefits as the Board may from tine to time, in its discretion, make to Executive. (b) Insurance. --------- (i) Medical and Health Coverage. Executive shall be eligible --------------------------- to participate in all applicable health and welfare plans in effect for Executives of the Corporation. (c) Pension. Executive shall be entitled to participate, if eligible, ------- in the Corporation's current retirement plan and supplemental retirement plan. (d) Vacation. Executive shall be entitled to receive paid vacation -------- annually, in accordance with existing Corporation policy. (e) Reimbursement for Reasonable Business Expenses. The Corporation ---------------------------------------------- shall reimburse Executive for reasonable expenses incurred by him in connection with his performance of duties pursuant to this Agreement. (f) Automobile. During the Employment Period, the Corporation shall ---------- provide Executive with full use of an automobile similar to vehicles provided to other management-level employees or leased by the Corporation for use in carrying out 2

his duties for both the Corporation and for use in such additional personal business as Executive may deem appropriate. The Corporation agrees to provide adequate insurance for the automobile and occupants and to pay all maintenance and operating costs appropriate or necessary to maintain such automobile in prime operating condition. 6. Termination of Employment. ------------------------- (a) Termination for Just Cause. During the term of this Agreement, the -------------------------- Corporation shall be entitled to terminate Executive's employment at any time for Just Cause upon not less than sixty (60) days written notice to Executive specifying the cause and the date of termination. For this purpose, "Just Cause" shall mean fraud, conviction of a felony, dishonesty, gross negligence in the performance of his duties to the Corporation, willful misconduct in the performance of his duties to the Corporation, willful misrepresentation to shareholders and directors which is materially injurious to the Corporation, willful failure to comply with a reasonable written order of the Board of Directors and material breach of this Agreement. In the event of such termination, payments for Base Salary and vested rights to fringe benefits shall be prorated to the date of termination. All other obligations of the Corporation hereunder shall cease as of the date of termination. (b) Termination for Death or Permanent Incapacity. In the event -------------------------------------------- of Executive's death while employed hereunder or if Executive's employment hereunder is terminated by reason of permanent incapacity, as herein provided, Corporation shall continue to pay the base salary specified in subparagraph 4(a)(i) above through the end of the month in which such event occurs; and Executive shall also be entitled to a pro rata portion of the Incentive Bonus, if any, based on actual performance of Corporation, which Executive would have earned had he continued in its employ for the balance of the year in which such event occurs using the ratio to twelve months of the number of months of that year to and including the month in which such event occurs. If during the term of this Agreement Executive should become disabled, through illness or otherwise, from performing his duties hereunder, Executive shall be entitled to a leave of absence from corporation for the duration of any such disability up to but not exceeding six months in any one twelve-month period. Executive's base salary retainer and 3

Incentive Bonus and his status as an employee hereunder shall continue during any such leave of absence. Executive shall be deemed to be permanently incapacitated only if and when his leaves of absence for disability shall have continued beyond those specified in this paragraph and thereafter upon impartial medical advice it shall have been certified to corporation that the disability is such that it will substantially impair his ability to perform his duties hereunder. (c) Termination Without Just Cause. During the term of this Agreement, ------------------------------ the Corporation shall be entitled to terminate Executive's employment without Just Cause upon not less than sixty (60) days' written notice to Executive specifying the date of termination; provided however, that if this Agreement is terminated by the Corporation for any reason other than for Just Cause, or if the Agreement is terminated by the Corporation for any reason which the Corporation believes constitutes Just Cause, and it is ultimately determined that Executive was wrongfully terminated, Executive shall continue to receive his Base Salary in the amount and manner as if both parties had fully performed their obligations under this Agreement for the Employment Period notwithstanding such termination. 7. Noncompetition. The Corporation and Executive agree that the -------------- Corporation's customer contacts and relations are established and maintained at great expense and that Executive by virtue of employment under this Agreement, will have unique and extensive exposure to the personal contact with the Corporation's customers and that he will be able to establish a unique relationship with those customers and the opportunity, both during and after employment, to unfairly compete with the Corporation (which term, for purposes of this paragraph 7, shall include the Corporation, or any affiliate or subsidiary of the Corporation which provides similar products and services). Therefore, Executive and the Corporation agree as follows: (a) During Term of Employment. Executive agrees during his employment ------------------------- with the Corporation that he shall not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity participate in, engage in, or have a financial or other interest in any business which is directly competitive with the Corporation or any successor or assign of the Corporation. The ownership of an interest 4

constituting not more than one percent (1%) of the outstanding debt or equity in a corporation whose shares are traded in a recognized stock exchange or trade in the over-the-counter market, even though the corporation may be a competitor of the Corporation, shall not be deemed financial participation in a competitor. (b) Upon Termination of Employment. Executive agrees that upon ------------------------------ termination of employment with the Corporation, for a period of one (1) year after December 31, 1995, or the termination date of his employment with the Corporation, whichever date is later, he will not, directly or indirectly, individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity, canvass, contact, solicit or accept on behalf of himself or any other corporation, any customers with whom Executive had personal contact or whose account Executive personally serviced or supervised while employed hereunder, for the purpose of providing services, products or business directly competitive with those then being provided by the Corporation, in the city in which the Executive was employed. 8. Confidentiality. In the course of his employment with the Corporation --------------- prior to the date hereof Executive had, and in the course of his employment hereunder Executive will have, access to confidential information and records, data, formulae, specifications and other trade secrets of the Corporation and its affiliates and subsidiaries ("Confidential Information"). During and after his employment by the Corporation, Executive shall not directly or indirectly disclose Confidential Information to any person or use any Confidential Information, except as required in the course of such employment. All records, files, drawings, documents, models, equipment and the like relating to the Corporation's or any of its affiliates' or subsidiaries' business, which Executive shall prepare or use or come into contact with, shall be and remain such company's sole property and shall not be removed from such company's premises without its written consent, except as required in the course of such employment. 9. Specific Performance. In the event of any controversy concerning -------------------- the rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be cumulative and nonexclusive and shall be in addition to any other remedy to which the 5

parties may be entitled. 10. Sale, Consolidation or Merger. In the event of a sale of the stock ----------------------------- of the Corporation, or consolidation or merger of the Corporation with or into another corporation or entity, or the sale of substantially all of the operating assets of the Corporation to another corporation, entity or individual, the Corporation's successor-in-interest shall be deemed to have assumed all liabilities of the Corporation under this Agreement. 11. Waiver. The failure of either party to insist, in any one or more ------ instances, upon performance of the terms or conditions of this Agreement shall not be construed as a waiver or a relinquishment of any right granted hereunder or of the future performance of any such term, covenant or condition. 12. Notices. Any notice to be given hereunder shall be deemed sufficient ------- if addressed in writing, and delivered by registered or certified mail or delivered personally, in the case of the Corporation, to its principal business office and in the case of Executive, to his address appearing on the records of the Corporation, or to such other addresses as he may designate in writing to the Corporation. 13. Severability. In the event that any provisions shall be held to be ------------ invalid or unenforceable for any reason whatsoever, it is agreed such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect and any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable. 14. Amendment. This Agreement may be amended only by an agreement --------- in writing signed by the parties hereto. 15. Entire Agreement. This Agreement contains the entire agreement ---------------- of the parties with respect to Executive's employment by the Corporation and supersedes any prior or simultaneous agreements between them, whether oral or written. 16. Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Rhode Island. 17. Coverage. The provisions set forth in this Agreement with respect -------- to the 6

terms and conditions of Executive's employment will not prevent Executive from participating in any other employee compensation or benefit program adopted by the Corporation for its key employees solely because such programs are not specifically mentioned in this Agreement. 18. Benefit. This Agreement shall be binding upon and inure to the ------- benefit of and shall be enforceable by and against the Corporation, its successors and assigns, and Executive, his heirs, beneficiaries, and legal representatives. It is agreed that the rights and obligations of Executive may not be delegated or assigned except as specifically set forth in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to be executed as of the day, month and year first above written. ATTEST: OUTLET COMMUNICATIONS, INC. /s/ Ann Snell By:/s/ James G. Babb ---------------------------- ------------------------------------ Chairman, President & CEO ATTEST: OUTLET BROADCASTING, INC. /s/ Ann Snell By:/s/ James G. Babb ---------------------------- ------------------------------------ Chairman, President & CEO WITNESS: /s/ Judith H. Soldinger By:/s/ Steven Soldinger ---------------------------- ------------------------------------ Steven Soldinger 7

Exhibit 10.(h) WB COMMUNICATIONS STATION AFFILIATION AGREEMENT As of September 1, 1994 Outlet Broadcasting 23 Kenney Drive Cranston, Rhode Island 02920-4489 Attention: Doug Gealy The following shall comprise the agreement between WB Communications ("WB," "we," or "us"), and Outlet Broadcasting ("Affiliate" or "you") for the affiliation of television station WWHO ("Station") with WB for carriage of WB programming. The Federal Communications Commission ("FCC") has issued a broadcast license ("License") to Fant Broadcasting as the Licensee to operate Station in Chillicothe, Ohio, the community in which Station is licensed by the FCC ("Community of License"). Outlet Broadcasting, has entered into a Lease Management Agreement ("LMA") with Fant Broadcasting. Under said LMA, you are the broker for programming on station WWHO and you have the right and authority to manage the station and to enter into this Network Affiliation Agreement. All references in this Agreement to "WB program(s)" and "WB programming" and any variations thereof shall mean the programming made available by WB under this Agreement. 1. WB Programming: WB will make available to Affiliate WB programs for free -------------- over-the-air broadcast and broadcast by any other means by Station in the Community of License during the term of this Agreement. During such term, except as otherwise provided herein, WB grants Affiliate the exclusive right to have Station broadcast the WB programming in the Community of License only as scheduled by WB over free over-the-air television and by such other technological means as are available to Affiliate for broadcast in the Community of License so long as Station broadcasts the WB programming for over-the-air television. WB shall have the sole discretion to select, schedule, substitute and/or withdraw WB programming or any portion(s) thereof. WB shall also have the right to authorize any television broadcasting station, regardless of the community in which it is licensed by the FCC, to broadcast any presentation of a subject we deem to be of immediate national significance including, but not limited to, a Presidential address. Except as provided herein, during the term of this Agreement Affiliate shall be the sole affiliate of WB for transmission for exhibition on television of WB programming in the Community of License.

2. Program Carriage: ---------------- (a) We agree to make available for broadcast by Station WB programming for the hours programmed by WB at the times and dates scheduled by WB throughout the term of this Agreement. You acknowledge that the times and roll-out dates set forth in this Agreement are approximate only and you agree to have Station broadcast WB programs irrespective of whether WB meets, fails to meet or otherwise varies from the anticipated program schedule set forth herein; provided, however, that WB hereby agrees not to accelerate such anticipated program schedule. To the extent WB makes available such WB programming for broadcast, this Agreement both obligates us to make available such WB programs to Station and obligates Station to broadcast such WB programs over-the-air pursuant to the terms of this Agreement. (b) Subject to the exceptions set forth in subparagraph 2(e) and the right of preemption set forth in subparagraph 2(f), Station shall broadcast WB programs on the dates and at the times scheduled by WB. Station shall broadcast WB programs in their entirety, including but not limited to WB commercial announcements, WB identifications, program promotional material, and credit announcements contained in such programs, without interruption or deletion or addition of any kind, except for the commercial announcements that Station is allowed to add pursuant to Paragraph 5. Notwithstanding the foregoing, you may substitute other WB promotional announcements in lieu of program promotional material that is inaccurate as it pertains to Station's schedule. No commercial announcement, promotional announcement or public service announcement will be broadcast by Station during any interval within a WB program, which interval is designated by WB as being for the sole purpose of making a station identification announcement. (c) The initial Scheduled Program Times of WB programming and the anticipated roll-out dates of that programming are set forth as follows (the specified times apply for the Eastern and Pacific Time Zones; the Mountain and Central Time Zones are one hour earlier for Prime Time and Latenight programming only, except as otherwise agreed by us): - 2 -

Prime Time: 7:00 p.m.-10:00 p.m. Sunday 8:00 p.m.-10:00 p.m. Monday through Saturday. Two nights, to be designated by us, during the 1994/1995 broadcast year (one night in January 1995 with the second night commencing during the third quarter of 1995); one additional night commencing during the 1995/1996 broadcast year; and one additional night during each broadcast year thereafter until seven nights of programming are made available. Children's: 7:00 a.m.-8:00 a.m.; 7:30 a.m.-8:30 a.m.; or 8:00 a.m.-9:00 a.m. (at WB's election) Monday through Friday; 3:00 p.m.- 5:00 p.m. Monday through Friday; 8:00 a.m.-12:00 noon Saturday; Weekday mornings (one hour) and Saturday mornings (three hours) commencing September 1995; One additional Saturday hour commencing September 1996; Monday through Friday afternoons (two hours) commencing September 1997. It is anticipated that the additional Children's programming will commence in approximately the second week of September. Latenight: 11:00 p.m.-12:00 midnight Monday through Friday, commencing not earlier than 1997 and subject to the approval of the WB Affiliate's Council (as defined in Paragraph 13 below) (d) Notwithstanding the roll-out schedule for Children's afternoon programming in subparagraph (c) above, WB's supply of Children's afternoon programming shall be subject to the expiration of the current agreements between WB affiliates and suppliers of Children's afternoon programming. Station agrees not to extend or renew any agreement it may have with such suppliers for such programming during the term of this Agreement if such renewal or extension would interfere with the broadcast of the WB Children's afternoon programming. - 3 -

(e) You confirm that as of the date of this Agreement you have no commitments, except those listed in Schedule 1 hereto, which would impede Station's broadcasting all WB programming made available during the term of this Agreement. If any WB programming is not broadcast by you because of any such commitment expressly described in Schedule 1 (but excluding extensions by exercise of options by Affiliate [but not by the programming licensor] or otherwise), then such programming shall be broadcast in a time period upon which you and we shall mutually agree and which shall be of quality and rating value comparable to that of the Scheduled Program Times. These programs will not be considered preempted for purposes of subparagraph 2(f). (f) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed to prevent or hinder Affiliate from (i) rejecting or refusing any WB program which Affiliate reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest or (ii) substituting a program which, in Affiliate's opinion, is of greater local or national importance. In such an event, you shall provide us with advance written notice of any such rejection, refusal or substitution, no later than 14 days prior to the air date of such programming, except where the nature of the substitute program makes such notice impracticable (e.g., coverage of breaking news or other unscheduled events) or the programming has not been made available to you by such date, in which cases you agree to give us as much advance notice as the circumstances permit. Such notice shall include a statement of the reasons you believe that the rejected WB programming is unsatisfactory or unsuitable or contrary to the public interest, and/or that a substituted program is of greater local or national importance. In view of the limited amount of WB programming to be supplied pursuant to this Agreement (at least until such time as the full WB programming schedule has been rolled out) you acknowledge that you do not foresee any need to substitute programming of greater local or national importance for WB programming, except in those circumstances requiring live coverage of fast-breaking news events or very infrequent special events. It is acknowledged by WB that because you are the broker under an LMA Agreement that the broadcast Licensee shall retain the right to reject - 4 -

programming pursuant to its obligations as a Licensee of the FCC. To the extent you substitute another program for a WB program as permitted under subparagraph 2(f)(ii), then you will broadcast such omitted program and the commercial announcements contained therein (or any replacement programming provided by WB and the commercial announcements contained therein) during a time period upon which you and we shall promptly and mutually agree and which shall be of quality and rating value comparable to that of the preempted program's Scheduled Program Time. In the event that the parties do not promptly agree upon such a time period after reasonable consultation in good faith and after taking into account the practical alternatives under the circumstances, then, without limiting any other rights of WB under this Agreement or otherwise, we shall have the right to license the broadcast rights to the applicable omitted programming (or replacement programming) to another television station located in the Community of License. In addition, if three or more episodes of a program series are preempted by you as permitted hereunder in any thirteen-week period, for any reasons other than force majeure as provided in Paragraph 6, we shall have the right, upon 60 days prior written notice, to terminate your right to broadcast that program series and to withdraw all future episodes of that series. Such thirteen-week periods shall be measured consecutively from the first broadcast date of the program series in question. If we subsequently place such a series on another station in the Community of License, we reserve the right not to offer you the broadcast rights to that series for subsequent broadcast seasons. In addition to all other remedies, to the extent one or more episodes of a program series is preempted by you in violation of (i.e., other than as permitted under) this Paragraph 2, we shall have the right, upon 30 days prior written notice, to terminate your right to broadcast the remainder of the program series and withdraw all future episodes of that series from you. (g) Nothing in this Agreement shall be construed to prevent or hinder WB from (i) substituting one or more WB - 5 -

programs for previously scheduled WB programs, in which event WB will make the substituted programs available to Station pursuant to the provisions of Paragraph 1 and Paragraph 3: (ii) cancelling one or more WB programs; or (iii) postponing any scheduled roll-out dates of WB programming. Further, nothing in this Agreement shall be construed to obligate WB (x) to provide a minimum or specific number of WB programs; (y) to commence providing WB programming on any particular date; or (z) to expand the amount of WB programming pursuant to a specified timetable. 3. Delivery: WB agrees to make available the WB programming for satellite -------- transmission by a carrier selected and arranged for by Affiliate or the WB Affiliate's Council. Upon request by Affiliate, WB shall provide to Affiliate a list of satellite carriers which, to the best of WB's knowledge, are transmitting WB programming for other stations. WB shall bear no costs incurred in connection with the satellite transmission of the WB programming, including the uplink, the downlink therefrom and broadcast by Station. Station shall pay no uplink costs. 4. Promotion: --------- (a) We will provide you with on-air promotional announcements ("WB Promos") for WB programming, which WB Promos are intended for broadcast during Station's broadcast of non-WB programming. You agree to cooperate with us in good faith and use your best efforts to provide an on-air promotional schedule consistent with our recommendations and consistent with Station's good business judgment. You shall maintain complete and accurate records of all WB Promos that are broadcast. In the event that you find it commercially unreasonable to maintain such records, WB will reasonably discuss the nature of the records that need to be maintained and the least cumbersome way to maintain the necessary records. Upon request by WB for those records, you shall provide copies of all such records to WB within two weeks of such request. (b) You shall budget Station's advertising availabilities in such a manner as to enable Station to broadcast additional WB Promos during periods in which Station is deemed a "Subperformer." Station shall be deemed to be a "Subperformer" from the time its "sweeps rating" is - 6 -

below the average prime time rating for all WB affiliated broadcast stations until such time as Station's sweeps rating is no longer below the average prime time rating for all WB affiliated broadcast stations. The Station's sweeps rating means the Station's average A.C. Nielsen rating for the most recently completed sweeps period for adults 18-49 for all prime time hours programmed by WB. For such time as Station remains a Subperformer, Station shall: (i) broadcast, during each one-half hour of all periods of each day that Station is broadcasting non-WB programming, at least one (1) 30-second WB Promo (or WB Promos aggregating 30 seconds, to the extent we so elect) for Station's local, syndicated or WB programming; and (ii) broadcast during all periods when Station is broadcasting non-WB programming WB Promos for not less than: Prime Time Hours Programmed by WB 2 hours - 20% of 100% 4 hours - 25% " 6 hours - 30% " 8 hours - 35% " 10 hours - 40% " 12 hours*- 45% " (* 12 or more hours) (the "Applicable Percentage") or the total, aggregate gross ratings points ("GRPs") for all the promotional announcements broadcast by Station ("Aggregate Promotional GRPs") within the periods in which non-WB programming is being broadcast. The specific WB Promos broadcast by Station and the number of broadcasts of each WB Promo may be specified by WB and the broadcast of the WB Promos shall be made so that the Aggregate Promotional GRPs allocated to WB Promos are distributed fairly and reasonably across the periods when non-WB programming is being broadcast. For such time as Station's sweeps rating ranks Station within the bottom 50% (ranked highest to lowest) of those WB affiliated broadcast stations that are Subperformers, then the Applicable Percentage for Station shall be not less than 55% of 100% of the Aggregate promotional GRPs. The WB Promos broadcast during each half-hour of non-WB programming, as required by this subparagraph 4(b), may be counted toward Station's Applicable Percentage. Stations shall continue - 7 -

to air WB Promos under this schedule until Station is no longer a Subperformer, as defined above. WB acknowledges that there will be cross-promotion of Station on another station operated by you in the market. In the event that you should determine that the subperforming station formula is not workable in the particular case of Station WB will discuss alternatives with you in good faith. (c) In addition to providing WB Promos, we shall make available for your use, at reasonable cost, such other promotional and sales materials as we and you may mutually consider appropriate. You shall not delete any copyright, trademark, logo or other notice, or any credit included in any such materials relating to WB, and you shall not exhibit, display, distribute or otherwise use any trademark, logo or other material or item delivered pursuant to this Paragraph 4 or otherwise, except as instructed by us at the time. (d) Commencing on the first date that WB programming is aired by Station and for the remaining term of this Agreement, Station shall identify itself as a WB affiliate, both on and off-the-air. Prior to the "Launch Date" (as defined in subparagraph 9(b)), Station shall identify itself as a WB affiliate only after WB gives Affiliate permission to do so and only in a manner reasonably directed by WB. prior to the Launch Date, Affiliate shall not, without the express written permission of WB, make any disclosures to the press or business community or issue any press announcements about the Station's affiliation with WB. 5. Commercial Announcements: ------------------------ (a) With respect to WB programming, the parties to this Agreement shall be entitled to insert the following number of commercial announcements (Station's allotment includes station breaks but excludes 5-second prime time station identification breaks at the beginning of each hour): (1) Prime Time (as defined in subparagraph 2(c)) hour (pro-rated for half-hour programs): You shall have the right to insert six 30-second commercial announcements. WB shall - 8 -

have the right to insert sixteen 30-second commercial announcements. (2) Children's: Weekday half-hour: You shall have the right to insert six 30-second commercial announcements (or other material constituting "commercial matter" under the FCC's regulations). WB shall have the right to insert six 30-second commercial announcements. Weekend half-hour: You shall have the right to insert five 30-second commercial announcements (or other material constituting "commercial matter" under the FCC's regulations). WB shall have the right to insert five 30-second commercial announcements and one 15-second commercial. (3) Latenight (as defined in subparagraph 2(c)): You will receive half the total number of commercial announcements as specified by WB or less as mutually agreed to. (b) If the amount of commercial advertising, commercial matter or other non-program time included in WB programming is reduced for any reason (including but not limited to the adoption or modification of statutes or regulations or any other governmental action), then we shall be entitled to reduce the number of commercial announcements available to you to the extent necessary to provide WB and Affiliate with the same proportionate amount of commercial time (inclusive of station breaks with respect to Affiliate) that each party is entitled to under this Agreement. (c) Your broadcast over Station of the commercial announcements included by us in WB programming is of the essence to this Agreement, and nothing contained in this Agreement (other than in subparagraph 2(f)) shall limit our rights or remedies relating to your failure to so broadcast said commercial announcements. You shall - 9 -

maintain complete and accurate records of all commercial announcements broadcast as provided herein. Within two weeks following each request by us therefor, you will submit copies of all such records to WB. 6. Force Majeure: WB shall not be liable for failure to make available any ------------- programming or any portion(s) thereof, and Station shall not be liable for failure to broadcast any such programming or any portion(s) thereof, by reason of any act of God, equipment failure, action or claims by any third person, labor dispute, law, governmental regulation or order, or other cause beyond either party's reasonable control ("force majeure event"). If due to any force majeure event, we substantially fail to make available all of the programming to be delivered to Affiliate under the terms of this Agreement, or you substantially fail to broadcast such programming as scheduled by WB for four consecutive weeks, or for six weeks in the aggregate during any 12-month period, then the "non-failing" party may terminate this Agreement upon thirty 30 days prior written notice to the "failing" party so long as such notice is given at any time prior to the "non-failing" party's receipt of actual notice that the force majeure event(s) has ended; provided further, however, that notwithstanding the above provisions, you shall not have any right to so terminate this Agreement, upon a force majeure event or otherwise, if we: (i) fail to make available a minimum or specific number of WB programs; (ii) fail to commence making available WB programming on any particular date; (iii) fail to expand the amount of WB programming pursuant to a specified timetable; (iv) substitute one or more WB programs for previously scheduled WB programs; (v) cancel one or more WB programs; or (vi) postpone the roll-out of any WB programming. 7. Assignment or Transfer: Affiliate shall not assign or transfer any of ---------------------- its rights, obligations or privileges under this Agreement, by operation of law or otherwise, without WB's prior written consent, which consent shall not be unreasonably withheld after taking into consideration the business interests of WB. Any purported assignment or transfer by you, without such prior consent, shall be null and void and of no effect. WB will employ all reasonable efforts to analyze any proposed transfer of Station to a third party, and will not unreasonably refuse to allow the assignment of the WB affiliation. You also agree that if any application is made to the FCC pertaining to any purported, attempted or actual assignment or transfer of control of the License (except as to - 10 -

"short form" (as described below) assignments or transfers of control which do not involve a material assignment or transfer of control), or any interest in Affiliate, Station or the License, you shall immediately notify WB in writing of the filing of such application. In the event of a purported, attempted or actual assignment or transfer of control of the License (except as to "short form" assignments or transfers of control made pursuant to Section 73.3540(f) of the FCC's rules), WB shall have the right to terminate this Agreement, effective upon 30 days advance written notice, which notice may be given at any time until 90 days after the last occurring of: (a) the date on which we learn that such assignment or transfer (voluntary or involuntary) has become effective, (b) the date on which we receive written notice of such assignment or transfer, or (c) the effective date of this Agreement. The foregoing termination provisions shall apply to any assignments or transfers of control that become effective at any time on or after the beginning of the sixth month prior to the date of this Agreement. If we do not so terminate this Agreement, you shall, upon our request, procure and deliver to us in a form satisfactory to us, the agreement of the proposed assignee or transferee that, upon consummation of the assignment or transfer of control, the assignee or transferee will assume and perform this Agreement in its entirety without limitation of any kind. If you fail to notify WB of the proposed assignment or transfer of control of Station or the License, or fail to procure the agreement of the proposed assignee or transferee in accordance with this Paragraph 7, then we shall have the right to terminate this Agreement upon 30 days advance written notice. 8. Unauthorized Copying: You shall not, and shall not cause or authorize -------------------- others to record, copy or duplicate any programming or other material we furnish pursuant to this Agreement, in whole or in part, and you shall take all reasonable precautions to prevent any such recording, copying or duplication. Notwithstanding the foregoing, if Station is located in the Mountain Time Zone you may pre-record WB programming for later broadcast at the times scheduled by us. You shall erase all such pre-recorded programming promptly after its scheduled broadcast. Notwithstanding the above provisions, Station may make a non-broadcast quality recording of its entire broadcast day for archival, file and reference purposes and uses only, which copy shall be kept in Station's possession at all times. - 11 -

9. Term: ---- (a) The term of this Agreement shall commence on September 1, 1994 and shall continue for 36 months following the Launch Date (the "initial period"). After the initial period, the term of this Agreement may be extended for additional successive periods of two years each, by us, in our sole discretion, giving written notice of such extension to you at least 120 days prior to the expiration of the then-current period; provided, however, that if, within 30 days of your receipt of the notice of extension, you, in your sole discretion, give us written notice that you reject such extension, then the extension notice shall not be effective and this Agreement shall terminate upon expiration of the then-current period. (b) The "Launch Date" shall be the date on which WB first makes WB programming available to Affiliate for broadcast by Station on a regularly scheduled basis. (c) Each "Contract Year" hereunder shall be an annual period during the term of this Agreement. The First Contract Year is the annual period beginning on the Launch Date; the Second Contract Year is the annual period commencing one year after the Launch Date, etc. (d) During the initial period, WB shall, within its sole discretion and without liability, have the right to terminate this Agreement so long as we (i) provide sixty days prior written notice to you and (ii) are either: (A) ceasing operation as a television network; or (B) substantially restructuring the ownership of the television network. In the event of a termination pursuant to this subparagraph, Station shall maintain its cable position at least until the date that the initial term hereof would have ended, but for the earlier termination. (e) Notwithstanding anything to the contrary contained in this Agreement, upon the termination or expiration of the term of this Agreement, all of your rights to broadcast or otherwise use any WB program or any trademark, logo or other material or item hereunder shall immediately cease and neither you nor Station shall have any further rights whatsoever with respect to any such program, trademark, logo, material or item. - 12 -

10. Applicable Law: The obligations of you and WB under this Agreement are -------------- subject to all applicable federal, state, and local laws, rules and regulations (including, but not limited to, the Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC) and this Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of California without regard to California's conflict of law rules. 11. Station Acquisition by WB: During the term of this Agreement, WB agrees ------------------------- that neither we nor Time Warner Inc. nor any of its subsidiary companies will acquire, as defined by the attribution rules of the FCC, a television broadcast station licensed in the Community of License. 12. Change in Operations: In the event that Station's transmitter location, -------------------- power, frequency, programming format or hours of operation are materially changed at any time during the term of this Agreement so that Station is of materially less value to us as a broadcaster of WB programming than at the date of this Agreement, then we shall have the right to terminate this Agreement upon 30 days prior written notice. You shall notify WB immediately in writing if application is made to the FCC to modify in a material manner the transmitter location, power or frequency of Station or if Affiliate plans to modify in a material manner the hours of operation of Station. If you fail to notify us as required herein, then we shall have the right to terminate this Agreement by giving you 30 days prior written notice. 13. WB Affiliates Council: You, with the other affiliates of WB, shall form --------------------- a WB Affiliates Council (the "Council"), which shall be comprised of representatives from five different affiliates of WB. 14. Non-Liability of Council Members: To the extent the Council and its -------------------------------- members are acting in their capacity as such, then the Council and each member so acting shall not have any obligation or legal or other liability whatsoever to you in connection with this Agreement, including without limitation, with respect to the Council's or such member's approval or non-approval of any matter, exercise or non-exercise of any right or taking of or failing to take any other action in connection therewith. - 13 -

15. Warranties and Indemnities: -------------------------- (a) WB agrees to indemnify, defend and hold Affiliate harmless against and from all claims, damages, liabilities, costs and expenses arising out of the use by Station under this Agreement of any WB program or other material furnished by WB under this Agreement, provided that Affiliate promptly notifies WB of any claim or litigation to which this indemnity shall apply, and provided further that Affiliate cooperates fully with WB in the defense or settlement of such claim or litigation. Affiliate agrees to indemnify, defend and hold WB harmless against and from all claims, damages, liabilities, costs and expenses with respect to Affiliate's operation of the Station or any material furnished, added or deleted to or from WB programming by Affiliate. This indemnity shall not apply to litigation expenses, including attorneys' fees, that the indemnified party elects to incur on its own behalf. Except as otherwise provided in this Agreement, neither Affiliate nor WB shall have any rights against the other for claims by third persons, or for the failure to operate facilities or to furnish WB programs if such failure is the result of a force majeure event as defined in Paragraph 6. Furthermore, notwithstanding any other provisions of this Agreement, Affiliate shall not have any rights against WB for claims by third parties or Affiliate arising out of any actions or omissions of WB permitted under subparagraph 2(g). (b) You agree to maintain for Station such licenses, including performing rights licenses as now are or hereafter may be in general use by television broadcasting stations and are necessary for you to broadcast the television programs which we furnish to you hereunder. We will clear all music in the repertory of SESAC, ASCAP and BMI used in our programs, thereby licensing the broadcasting of such music in such programs over Station. You will be responsible for all music license requirements (and all other permissions) for any commercial or other material inserted by you within or adjacent to WB programs in accordance with this Agreement. - 14 -

(c) You warrant that the License is in good standing and you agree to comply with all relevant statutes and FCC rules and requirements so as to maintain the License in good standing. In the event you are found to have materially violated any laws or FCC rules or requirements (after the exhaustion of all appeals so long as Station retains the License during the pendency of such appeal), the effect of which is that Station is of materially less value to us as a broadcaster of WB programming than as of the date of this Agreement, then we shall have the right to terminate this Agreement upon 30 days prior written notice. You shall notify us immediately of any action by the FCC imposing any forfeitures or other sanction(s) on Station or you including but not limited to short-term renewals, revocation or denial of renewal. (d) You warrant that all information delivered by you to us in connection with this Agreement shall be true and correct in all material respects, including, without limitation, the information required in connection with Plan A attached hereto if you elect that Plan. (e) You warrant that execution of this Agreement and performance of its obligations will not violate or result in a default under (i) any material agreement or instrument to which you are party or (ii) any statute, ordinance, governmental rule or regulation in any material respect, or order, judgment, injunction, decree or ruling of any court or administrative agency applicable to you, which default would materially interfere with the performance of your obligations hereunder. (f) You warrant that you are not a party to any legal action or other proceeding before any court or administrative agency which could prohibit the performance of your obligations under this Agreement. 16. Retransmission Consent: If any law, governmental regulation or other ---------------------- action permits you to elect to require any cable television system or other multichannel video program distributor to obtain your consent to such system's or distributor's retransmission of Station's broadcast of either Station's signal as a whole or any WB programming included therein, then Affiliate and WB agree to negotiate in good faith regarding whether such consent is to be given (including without limitation, whether you shall or shall not, in lieu of requiring consent, elect to require any cable system to comply - 15 -

with any "must carry" rules, regulations or laws) and, if so, the terms under which such consent is to be given (including without limitation, the amount and type of compensation, if any, to be paid by the system or distributor for such consent and whether any of that compensation shall be shared between you and us). It is acknowledged that the retransmission rights of Station are owned and controlled by the owner of the Station. However, in the event that you should obtain such rights as a part of your LMA then you shall negotiate with WB as provided in this paragraph. Further you will employ reasonable efforts to have the owner of the Station negotiate with WB in good faith. 17. Network Non-Duplication Protection: During the term of this Agreement, ---------------------------------- Affiliate shall be entitled to network non-duplication protection, as provided by Sections 76.92 through 76.97 of the FCC's rules, against the presentation of any WB program by a cable system during the period commencing one day before and ending fourteen (14) days after receipt of such WB program by Station. The geographic zone of network non-duplication protection shall be the Designated Market Area ("DMA") (as defined by Nielsen) in which your Station is located or any lesser zone mandated by Sections 76.92 and 73.658(m) of the FCC's rules as those rules exist as of the date of this Agreement. Network non-duplication protection shall extend only to WB programs that Station is carrying in accordance with the terms of this Agreement and such protection shall be subject to the terms and provisions of subparagraph 2(f). You are under no obligation to exercise in whole or in part the network non-duplication rights granted herein. 18. Affiliation Payments: Affiliate agrees to pay to WB, at Affiliate's -------------------- election, made at the time of execution hereof by designating the appropriate selection on the signature page of this Agreement, either the sums set forth in subparagraphs 18 A(1) and A(2) or the sums set forth in subparagraph 18 B; these payments are intended to compensate WB for the WB programming and are in no way intended to, nor do they, confer on WB any ownership or other equity interest in Station. If you fail to so designate Plan A or Plan B where indicated, you shall be deemed to have selected Plan B. PLAN A ------ A(1) Station Disposition Payment. Upon the occurrence of a sale or --------------------------- refinancing of the Station or disaffiliation under certain circumstances, Affiliate shall pay to WB an - 16 -

amount equal to 25% of the difference between the value of the Station at the time of such event and the value of the Station immediately prior to the execution of this Agreement, all as defined and set forth in Paragraph A of the Plan A Exhibit attached hereto. A(2) Net Ordinary Operating Cash Flow Payments. As a non-refundable ----------------------------------------- advance to be credited against the Station Disposition Payment, Affiliate shall pay to WB, on an annual basis, 25% of the amount by which Station's ``ordinary operating cash flow'' annually exceeds that average annual amount of such cash flow that the Station generated during its last two full fiscal years prior to the date of this Agreement, all as defined and set forth in Paragraph B of the Plan A Exhibit attached hereto. PLAN B ------ B. Affiliation Ratings Payments. Affiliate shall pay to WB an annual ---------------------------- payment, based on the Station's television market ratings, for WB prime time programming, commencing with the initial broadcast by Station of such programming, all as defined and set forth in the Plan B Exhibit attached hereto. 19. Notices and Reports: ------------------- (a) In addition to any other reports or forms requested herein, you will provide to us in writing, in the manner reasonably requested by WB, such reports covering WB programs broadcast by Station as we may request from time to time. To the extent we provide you forms for such purpose, you shall provide such reports on these forms. (b) All notices, reports or forms required or permitted hereunder to be in writing shall be deemed given when personally delivered (including, without limitation, by overnight courier or other messenger or upon confirmed receipt of facsimile copy) or on the date of mailing postage prepaid, addressed as specified below, or addressed to such other address as such party may hereafter specify in a written notice. Notice to Affiliate shall be to the address set forth for Affiliate on page 1 of this Agreement. Notice to WB shall be to: WB Communications, 4000 Warner Boulevard, Burbank, California, 91522, Attention: General Counsel. - 17 -

20. Miscellaneous: ------------- (a) Nothing contained in this Agreement shall create any partnership, association, joint venture, fiduciary or agency relationship between the parties hereto. (b) Nothing contained in this Agreement nor the conduct of any officer, director, agent or employee of either WB or Affiliate shall be deemed to create or to constitute ownership by WB, in whole or in part, of Affiliate, Station or the License or in any way constitute a derogation of the rights, duties and responsibilities imposed upon Affiliate. Nothing in this Agreement shall be deemed to delegate to WB, directly or indirectly, any right to control the operations of Station. (c) You shall at all times permit us, in connection with WB programming, without charge, to place on, maintain and use at Station's premises, at our expense, such equipment as WB shall reasonably require. Station shall operate such equipment for us, to the extent we reasonably request, and no fee shall be charged by Station therefor. It is agreed that no equipment that is not customarily used at broadcast stations will be placed at Station. In the event that Station believes that the placement of the equipment is unreasonable, then Station and WB will enter into good faith negotiations about the placement of such equipment. (d) No waiver of any failure of any condition nor of the breach of any obligation hereunder shall be deemed to be a waiver of any preceding or succeeding failure of the same or any other condition, or a waiver of any preceding or succeeding breach of the same or any other obligation. (e) Each and all of the rights and remedies of WB and Affiliate under this Agreement shall be cumulative, and the exercise of one or more of said rights or remedies shall not preclude the exercise of any other right or remedy under this Agreement, at law or in equity. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either party hereto be entitled to recover any lost profits or consequential damages because of a breach or failure by the other party, and except as expressly provided in this Agreement to the contrary, neither WB nor Affiliate shall have any right against the other with respect to claims by any third person or other third entity. - 18 -

(f) Paragraph headings are included in this Agreement for convenience only and shall not be used to interpret this Agreement or any of the provisions hereof, nor shall they be given any legal or other effect. (g) This Agreement, including all Exhibits attached hereto, constitutes the entire understanding between WB and Affiliate concerning the subject matter hereof and shall not be amended, modified, changed, renewed, extended or discharged except by an instrument in writing signed by the parties or as otherwise expressly provided herein. No inducement, representations or warranties except as specifically set forth herein have been made by either party to this Agreement to the other. This Agreement replaces any and all prior and contemporaneous agreements, whether oral or written, pertaining to the subject matter hereof. (h) This Agreement may be executed in counterparts, with the Agreement being effective when each party hereto has executed a copy and delivered that copy to the other party hereto. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above. WB COMMUNICATIONS OUTLET BROADCASTING, as broker for ("WB") Programming pursuant to an LMA Agreement ("Affiliate") By: /s/ John Maatta By: /s/ Douglas E. Gealy ----------------------------- -------------------------------- Title: Title: V.P. & G.M. -------------------------- ----------------------------- Date: 1/25/95 Date: 11/14/94 --------------------------- ------------------------------ Signify which Plan Affiliate elects by writing in Station's call letters next to the Plan selected. Plan A ----------------------------- Plan B WWHO -----------------------------

[logo of WWHO 53] (OUTLET AS BROKER) SCHEDULE "A" 1. Cleveland Cavaliers Basketball 2. Cleveland Indians Baseball 3. Columbus Chill Hockey WCMH 4 . 3165 OLENTANGY RIVER ROAD . COLUMBUS, OHIO 43202 . PHONE(614)263-4444 . FAX(614)447-9107 ------------------------------------------------------------------------------ (OUTLET BROADCASTING, INC. AS TIME BROKERS FOR WWHO 53, CHILLICOTHE OHIO)

Exhibit 10.(i) TIME BROKERAGE AGREEMENT ------------------------ Dated as of March 18, 1994 Among Outlet Broadcasting, Inc. and Fant Broadcasting Company of Ohio, Inc. and Outlet Communications, Inc. (for limited purposes)

TABLE OF CONTENTS ----------------- Page ---- Recitals........................................................... 1 ARTICLE I PROGRAMMING AGREEMENT --------------------- 1.1 Brokered Programming................................ 1 1.2 Licensee Programming................................ 2 1.3 Preemption.......................................... 2 ARTICLE II OPERATIONS ---------- 2.1 Compliance with FCC Regulations...................... 2 2.2 Provision of Programming............................. 3 2.3 Station Staffing..................................... 3 2.4 Station Maintenance.................................. 3 2.5 New Technology....................................... 3 ARTICLE III CONSIDERATION ------------- 3.1 Fee.................................................. 4 3.2 Adjustments.......................................... 4 ARTICLE IV TERM AND SECURITY FOR PERFORMANCE --------------------------------- 4.1 Initial Term......................................... 5 4.2 Renewal Term......................................... 5 4.3 Cancellation......................................... 5 4.4 Termination for Refusal to Transmit Programs............................................. 5 4.5 Termination for Default and Nonperformance........... 5 4.6 Liquidated Damages................................... 6 4.7 Security for Performance............................. 8 4.8 Specific Performance................................. 9 4.9 Survival of Option and Right of First Refusal........................................ 9 ARTICLE V ASSIGNABILITY, OPTION TO PURCHASE, ---------------------------------- RIGHT OF FIRST REFUSAL, LPTV OPTION ----------------------------------- 5.1 Assignability......................................... 9 5.2 Option to Purchase.................................... 9 5.3 Right of First Refusal................................ 12 5.4 Licensee's Option to Purchase Translator.............. 12 ARTICLE VI REGULATORY MATTERS ------------------ 6.1 Renegotiation Upon FCC Action or Other Regulatory Changes.................................... 13 6.2 FCC Matters........................................... 13 6.3 Mandatory Signal Carriage............................. 14 i - 118 -

ARTICLE VII BROADCAST EQUIPMENT AND RELATED ASSETS -------------------------------------- 7.1 Equipment and Assets................................ 14 7.2 Insurance........................................... 14 7.3 Lease of Tower Space and Equipment Building......... 15 ARTICLE VIII REPRESENTATIONS, WARRANTIES, AND COVENANTS ------------------------------------------ 8.1 Licensee's Representations and Warranties.......... 16 8.2 Broker's Representations and Warranties............ 17 8.3 Licensee's Affirmative Covenant.................... 18 8.4 Broker's Affirmative Covenant...................... 18 8.5 Licensee's Negative Covenants...................... 18 ARTICLE IX MISCELLANEOUS ------------- 9.1 Force Majeure...................................... 20 9.2 Trademarks......................................... 20 9.3 Notice............................................. 20 9.4 Duty to Consult.................................... 21 9.5 Press Releases..................................... 21 9.6 Severability....................................... 21 9.7 Entire Agreement................................... 21 9.8 Survival........................................... 21 9.9 Payment of Expenses................................ 22 9.10 Further Assurances................................. 22 9.11 Counterparts....................................... 22 9.12 Headings........................................... 22 9.13 Dealings with Third Parties........................ 22 9.14 Indemnification.................................... 22 9.15 Governing Law...................................... 23 ii - 119 -

TIME BROKERAGE AGREEMENT ------------------------ This TIME BROKERAGE AGREEMENT (the "Agreement") is made as of March 18, 1994, among Outlet Broadcasting, Inc., a Rhode Island ("Broker"), and Fant Broadcasting Company of Ohio, Inc., an Alabama corporation ("Licensee"), and with respect to paragraph 5.2, Outlet Communications, Inc. ("OCI), a Delaware corporation. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Broker is in the business of producing and transmitting news, sports, informational, public service and entertainment programming and associated advertising on Television Station WCMH (TV), Columbus, Ohio; and WHEREAS, Licensee, as of the date of this Agreement noted above, is the licensee of the Television Station presently operating with the call letters WWAT (TV) in Chillicothe, Ohio (the "Station") and as of that date owns certain of the Station's assets; and WHEREAS, Broker desires to utilize its currently held assets as well as assets it will acquire to provide programming to be transmitted on the Station at such time as Licensee becomes the Station's licensee, pursuant to the provisions hereof and pursuant to applicable regulations and policies of the Federal Communications Commission ("FCC"); and WHEREAS; Licensee desires to accept and transmit programming supplied by Broker on the Station while maintaining control over the Station and continuing to broadcast Licensee's own public interest programming; NOW, THEREFORE, in consideration of these premises and the mutual promises, undertakings, covenants and agreements of the parties contained in this Agreement, the parties hereto do hereby agree as follows: ARTICLE I PROGRAMMING AGREEMENT --------------------- 1.1 Brokered Programming. Broker hereby agrees to provide for transmission -------------------- by the Station of news, sports, informational and entertainment programming and associated advertising, promotional, and public service programming and announcement matter sufficient to program the Station on a daily basis throughout the year ("Brokered Programming"), subject to paragraphs 1.2 and 1.3 herein. All Brokered Programming and its

transmission by the Station shall be subject to the supervision and control of Licensee. 1.2 Licensee Programming. Licensee will retain sole responsibility -------------------- for ascertainment of the needs of its community of license and service area, including specifically the children therein. The parties agree that the Brokered Programming will include programming which responds to these ascertained needs and concerns, including children's programming; provided, however, Licensee shall have the right and obligation to broadcast such additional noncommercial programming, either produced or purchased by Licensee, as it determines appropriate to respond to the ascertained issues of community concern ("Licensee Programming"); provided, further, however, beginning on the Commencement Date, as defined below in paragraph 4.1 and continuing through 11:59 p.m. on April 17, 1994, (the "Transition Period"), Licensee shall have the right to transmit commercial programming ("Transition Programming"). Such Licensee Programming and Transition Programming shall be broadcast at times agreed to by Broker and Licensee, provided, however, that in the absence of such agreement, Licensee may delete or preempt in its sole discretion any Brokered Programming for the purpose of transmitting such Licensee Programming and Transition Programming. For purposes of this Agreement, "noncommercial" shall mean any programming for which no consideration of any kind is received by Licensee. 1.3 Preemption. Licensee may preempt or delete any Brokered Programming ---------- which Licensee believes to be unsatisfactory, unsuitable or contrary to the public interest, and to substitute programming which, in Licensee's opinion, is of greater local or national importance. ARTICLE II OPERATIONS ---------- 2.1 Compliance with FCC Regulations. Licensee will retain responsibility ------------------------------- for the employ of such personnel as is necessary to assure compliance with all FCC regulations, including all technical regulations governing the operation of the Station and all programming content requirements, including maintenance of a main studio and providing a meaningful managerial and staff presence at the main studio, ascertainment of and programming in response to community needs and concerns and the needs and concerns of children, satisfaction of the limits on commercial matter in children's programming, political programming laws and regulations, sponsorship identification rules, lottery and contest regulations, maintenance of the Station's public and political files, compiling appropriate quarterly issues programs lists, children's programming lists, employment records and all other FCC requirements and duties. 2

2.2 Provision of Programming. Subject to Licensee's control and ------------------------ supervision, Broker shall provide the programming specified in paragraph 1.1 hereof and shall be responsible for implementing its transmission by the Station, utilizing assets owned by Broker to the extent necessary. To the extent Broker reasonably requests the use of tangible station assets owned by Licensee to enable Broker to fulfill its obligations under this Agreement, Licensee shall make the use of such assets reasonably available to Broker at no cost. To the extent Licensee requests the use of assets owned by Broker to produce or broadcast the programming specified in paragraphs 1.2 and 1.3 hereof, or to fulfill Licensee's obligations pursuant to paragraph 2.1 hereof, Broker shall make the use of such assets available to Licensee pursuant to an Equipment Lease to be executed in the form set out in Exhibit A. 2.3 Station Staffing. Licensee shall have sole discretion to make and ---------------- effectuate all staffing and personnel decisions for the Station, including the sole responsibility to determine appropriate levels of staffing to fulfill Licensee's duties under paragraph 2.1 herein. Broker shall have no control or right of review whatsoever over any decision by Licensee to hire or dismiss any Licensee employee. Whenever any individuals, whether employed by Licensee or Broker, are on the Station's premises, they shall be subject to the supervision and direction of Licensee's General Manager or other supervisory personnel. 2.4 Station Maintenance. Licensee shall retain ultimate operational control ------------------- over the Station and shall retain full responsibility for ensuring compliance with all FCC technical rules. Licensee hereby delegates to Broker, under the supervision and ultimate control of Licensee's Chief Operator, the duty to maintain in good working order the Station's equipment used in connection with the broadcast of the Station's program material. Broker shall bear full and exclusive responsibility for all capital expenditures that may be necessary to maintain the Station's equipment in good working order; provided, however, that Broker's obligation to bear exclusive responsibility -------- ------- for all necessary capital expenditures for the maintenance and improvement of the transmission facilities licensed to the Station shall be limited to the Initial Term and first Renewal Term and shall also be limited in amount to Three Million Dollars ($3,000,000.00), exclusive of any recovery of proceeds from policies insuring the Station's equipment, received by Broker for the account of Licensee or directly by Licensee. 2.5 New Technology. The parties agree that any future FCC frequency -------------- allocations associated with the operation of the Station are included under the provisions of this Agreement. Specifically, if an HDTV simulcast channel is allocated to the Station, Broker will have the exclusive right to build the transmission facility and the parties agree to bargain in good 3

faith to enter into an appropriate agreement with Licensee for the provision of programming by Broker for that facility on terms consistent with this Agreement. ARTICLE III CONSIDERATION ------------- 3.1 Fee. Starting on the Commencement Date, as defined below, Broker --- shall pay to Licensee a monthly fee calculated according to the provisions set forth in Section 3 of Exhibit B. In further consideration of the programming transaction contemplated under this Agreement as well as the right to renew the Agreement as provided in paragraph 4.2, Broker shall pay to Licensee the sum of Five Hundred Twenty Five Thousand Dollars ($525,000.00) ("Initial Payment") in cash. Of this amount, Fifty Thousand Dollars ($50,000.00) has already been delivered to Licensee by letter of Broker dated February 28, 1994. The remaining Four Hundred Seventy Five Thousand Dollars ($475,000.00) shall be delivered on the Commencement Date. The New Operating Income, as defined in Exhibit B, shall be shared in accordance with the provisions of Exhibit B. 3.2 Adjustments. ----------- (a) Effective at the end of the Transition Period, Licensee may broadcast up to two hours of Licensee Programming per week pursuant to paragraph 1.2 without any adjustment to the fee set out in paragraph 3.1. If at any time following the Transition Period and continuing during the term of the Agreement, the Station shall fail to carry Brokered Programming for all but the two hours per week specified in this paragraph 3.2, the fee payable to Licensee by Broker shall be reduced by the then-current market rate of the advertising time scheduled during any deleted or preempted Brokered Programming. During the Transition Period, there shall be no reduction in the fee payable to Licensee by Broker for the then-current market rate of the advertising time scheduled during any deleted or preempted Brokered programming. (b) Notwithstanding the provisions of subparagraph 3.2(a), the fee payable to Licensee by Broker shall not be reduced if Licensee determines, in its good faith judgment, that noncommercial Licensee Programming, as defined in paragraph 1.2, of more than two hours per week is necessary to meet FCC requirements or to meet Licensee's obligations as an FCC licensee. ARTICLE IV TERM AND SECURITY FOR PERFORMANCE --------------------------------- 4

4.1 Initial Term. The Initial Term of this Agreement shall commence ------------ on the date noted above by the parties (the "Commencement Date") and shall expire on the final day of the ten-year period following the Commencement Date, unless otherwise renewed. 4.2 Renewal Term. This Agreement shall automatically renew for two ------------ additional periods of five years each ("Renewal Terms"), unless Broker provides written notice of nonrenewal within 180 days prior to the expiration of the Initial Term. 4.3 Cancellation. Licensee shall have the unlimited right to cancel ------------ this Agreement at any time upon provision of twelve months' written notice to Broker, such advance notice being necessary in view of the substantial financial commitments Broker will be required to incur in order to provide high quality programming for transmission on the Station; provided, however, -------- ------- that upon cancellation of this Agreement by Licensee under this paragraph, there shall be a final accounting of monies due but unpaid under this Agreement; and provided further that Broker shall be entitled to Liquidated -------- ------- Damages under paragraph 4.6 herein. 4.4 Termination for Refusal To Transmit Programs. Effective at the end of -------------------------------------------- the Transition Period, in the event that Licensee refuses to transmit programming under this agreement (except as a result of Broker's default under any of its obligations herein or except as provided in paragraph 9.1) for either twenty-four (24) consecutive hours or one-half hour in each day in any period of thirty (30) consecutive days, Broker shall have the right, exercisable at any time within sixty (60) days after the end of such period, to terminate this Agreement as of any date within 120 days of the date Broker notifies Licensee of its election to terminate this Agreement. If such termination shall occur pursuant to this paragraph, such termination shall extinguish and cancel this Agreement without further liability of Broker to Licensee; provided, however, -------- ------- that, upon termination of this Agreement by Broker under this paragraph, there shall be a final accounting of monies due but unpaid under this Agreement; and provided further that Broker shall be entitled to Liquidated Damages, as defined -------- ------- in paragraph 4.6 herein. 4.5 Termination for Default and Nonperformance. Except as is provided ------------------------------------------ in paragraph 4.4, should either party be in breach of this Agreement for the nonperformance of a material obligation, this Agreement may be terminated by the non-defaulting party if such breach shall continue with respect to monetary defaults for a period of five (5) days and, with respect to non-monetary defaults, for a period of fifteen (15) days following the receipt of written notice from the non-defaulting party ("Cure Period"), which notice shall indicate the nature of such default; provided, however, that there -------- ------- shall be a final accounting of monies due but 5

unpaid under this Agreement and provided further that if such termination -------- ------- is due to the default of Licensee, Broker shall be entitled to Liquidated Damages, as defined in paragraph 4.6 herein. The Cure Period shall be extended as necessary for those non-monetary defaults which cannot be cured within fifteen (15) days, provided that the defaulting party is diligently working with all reasonable haste to remedy such default. 4.6 Liquidated Damages. ------------------ (a) Licensee acknowledges that Broker has made a substantial advance payment in order to enter into this Agreement; that Broker will acquire certain assets associated uniquely with the Station's operation and will enter into various long-term agreements with program suppliers and other third parties to produce programming for the Station at substantial expense and risk; that Broker will recruit, hire and maintain a staff of employees dedicated to acquiring and producing quality programming to be broadcast on the Station; and that Broker will make substantial investments in additional hard assets to produce quality programming for the Station. Licensee also acknowledges that Broker will make substantial investments, both in tangible and intangible terms, to promote the Station under this Agreement, to create a unique image for the Station, and to develop a competitive position in the market for the Station and that such efforts on the part of Broker will add substantial value to the Station. Licensee and Broker hereby acknowledge and agree that any measure of actual damages cannot compensate Broker for the loss of Licensee's performance under this Agreement and that the true measure of damages to Broker for a cancellation, termination, or material breach of this Agreement by Licensee or by Broker pursuant to paragraphs 4.3, 4.4, or 4.5 is incapable of accurate estimation with reasonable certainty. Licensee and Broker therefore agree that it is a fair and reasonable forecast of just compensation for the harm caused to be measured by liquidated damages, as defined in subparagraph (b) of this paragraph, to be paid to Broker upon the cancellation, termination or breach of this Agreement by Licensee. (b) "Liquidated Damages" shall mean an amount equal to funds expended and/or committed to be expended by Broker (except (i) with respect to items (2) through (8) below, such expenditures and/or commitments as are consistent with industry practices and (ii) to the extent not theretofore recovered by Broker from Gross Revenues as defined by Exhibit B prior to the cancellation, termination, or breach) in each of the following categories: (1) the Initial Payment; (2) the full value of all service contracts and programming agreements assumed and entered into by Broker 6

for purposes of providing programming and advertising to be broadcast on the Station, which Broker owns at the time of cancellation, termination or breach, less any consideration received by Broker as a consequence of its good faith efforts to sell or assign such agreements; (3) the full value of all severance and employee benefit packages that Broker, in its discretion, shall provide to employees whose services would not be required in the absence of this Agreement; (4) the full value of any contracts with third parties, which could not be performed owing to cancellation or termination, for services to be rendered in connection with programming provided to the Station including, without limitation, producers, advertising salespeople, technicians, engineers, and any other independent contractors whose services would not be required in the absence of this Agreement; (5) the full value of all expenses incurred to promote the Station and position the Station in the marketplace; (6) the full value of assets acquired by Broker for the purpose of initially implementing this Agreement and of all Capital Expenditures incurred subsequently in connection with this Agreement, less any consideration received by Broker as a consequence of its good faith efforts to sell any such assets; (7) all corporate, legal, administrative, professional and brokerage expenses relating in any way to this Agreement; and (8) the good will and intangible value associated with Broker's efforts under this Agreement to create a unique image and competitive market position for the Station, giving due consideration to the fact that the option and right of first refusal contained in paragraphs 5.2 and 5.3 shall survive cancellation or termination of this Agreement. (c) Should Licensee cancel, terminate or materially breach this Agreement, Broker shall submit its computation of Liquidated Damages under the categories set forth above to a "Big Six" accounting firm mutually acceptable to the parties for independent auditing and verification. Within thirty (30) days of verification, Licensee agrees to tender payment of all verified amounts to Broker; provided, however, that if Licensee objects to any particular enumerated component of the Liquidated Damages, as verified, it shall notify Broker of such objection within fifteen (15) days of verification. If thereafter Broker 7

and Licensee cannot agree as to the amount of the objectionable component, either party shall have the right to elect to arbitrate such dispute provided it gives written notice of its election to arbitrate by the thirtieth (30th) day following the date of Licensee's objection to Broker's verification. All arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and shall be in Columbus, Ohio. In any proceeding, the arbitrators shall be bound by the provisions of this Agreement. The prevailing party in any arbitration proceeding shall be entitled to enforce such award in any court of competent jurisdiction. Notwithstanding that Licensee may question a particular component of the Liquidated Damages and either party may elect arbitration of the dispute, the remainder of the items comprising the Liquidated Damages shall be paid by Licensee to Broker within thirty (30) days of accounting verification, as specified above. No payment shall be required as to any contested component until the earlier of (i) Broker and Licensee reaching an agreement on the amount or (ii) entering of the arbitration award. (d) If any category of Liquidated Damages is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the categories of Liquidated Damages shall not be affected thereby, and the parties agree to use their best efforts to negotiate a replacement category that is neither invalid, illegal nor unenforceable. 4.7 Security for Performance. Licensee's performance under this Agreement ------------------------ shall be secured by a security interest in all of Licensee's and Station's assets, junior only to that certain mortgage and security agreement of even date herewith between Licensee and Triplett & Associates, Inc., an Ohio corporation, to secure the obligation of Licensee under that certain promissory note in original face amount of One Million Four Hundred Seventy Five Thousand Dollars ($1,475,000.00) also of even date herewith ("Triplett Obligation"). The form of the Security Agreement is attached as Exhibit C. In addition, Licensee's performance under this Agreement shall be secured by the personal guarantee of Anthony J. Fant as a pledgor of the Licensee stock that he holds. If additional individuals or entities shall acquire stock of Licensee, Licensee's performance under this Agreement shall be further secured by personal guarantees of such shareholders as pledgors of the Licensee stock that they hold. The pledge agreement(s) shall provide that the Broker shall not take any action which would constitute or result in an assignment of license or change of control of Licensee without first obtaining FCC approval if such assignment or change of control would require that approval. In addition, the pledge agreement(s) shall provide that (i) voting rights will remain with the Licensee, even in the event of its default; (ii) in the event of default, there will be either a private or public sale of the 8

stock; and (iii) prior to the exercise of stockholder rights by the purchaser at such sale, the prior consent of the FCC will be obtained. The forms of the Personal Guaranty and Pledge Agreement are attached, respectively, as Exhibits D and E. 4.8 Specific Performance. The rights to be transferred pursuant to -------------------- the terms of this Agreement are unique and not readily available on the open market. For that reason and others, Broker will be damaged seriously and irreparably injured should this transaction not be performed through no fault of its own, but for reasons attributable to Licensee. Accordingly, the Broker, in addition to all other legal remedies, shall have the right to enforce this Agreement by a decree of specific performance. 4.9 Survival of Option and Right of First Refusal. In the event that --------------------------------------------- this Agreement shall be terminated pursuant to paragraph 4.5 because of Broker's default, the option to purchase and right of first refusal conveyed to Broker pursuant to Article V shall not survive such termination. Such option and right of first refusal shall survive cancellation pursuant to paragraph 4.3, any other termination other than pursuant to paragraph 4.5 because of Broker's default, or a transfer of control of Licensee or the assignment of the Station's FCC authorizations to any party other than Broker for a period of ten (10) years following such termination or the consummation of such transfer or such assignment, and such option and right of first refusal shall remain in full force and effect. ARTICLE V ASSIGNABILITY, OPTION TO PURCHASE, ---------------------------------- RIGHT OF FIRST REFUSAL, LPTV OPTION ----------------------------------- 5.1 Assignability. This Agreement shall inure to the benefit of and ------------- be binding upon Licensee, Broker and their respective successors and assigns; provided, however, that Licensee shall not assign or transfer its rights, -------- ------- benefits, duties or obligations under this Agreement without the prior written consent of Broker, unless such assignment or transfer is to a single-purpose corporation of which Licensee or Anthony J. Fant owns at least fifty percent (50%), in value and voting power, of all issued and outstanding stock and in accordance with the provisions of paragraph 4.7, all such stock is pledged to secure the obligations of Licensee's successor under this Agreement. This Agreement shall not terminate upon the sale of the Station to a successor licensee or upon a transfer of control of Licensee, but shall be assigned to or assumed by any subsequent owner of the Station. 5.2 Option To Purchase. ------------------ 9

(a) If and at such time as (i) Broker's acquisition of the Station would not be prohibited by then existent FCC rules or policies and FCC action, if any, allowing such acquisition shall no longer be subject to administrative or judicial reconsideration or review, or (ii) Broker shall furnish evidence reasonably satisfactory to Licensee that a waiver of the FCC's rules or policies is likely to permit Broker to own the Station, Broker may, subject to prior FCC approval, purchase the Station and all associated assets, including real estate, from Licensee for a purchase price of Six Million Five Hundred Thousand Dollars ($6,500,000.00) ("Exercise Price"), of which Three Million Dollars ($3,000,000.00) will be paid in cash at the closing on the acquisition of the Station ("Station Closing"), plus discharge of the balance, if any, of the obligations to Triplett & Associates, Inc. under the Triplett Obligation defined in paragraph 4.7. The balance shall be paid at the Station Closing in 175,000 shares of common stock of OCI, Broker's corporate parent, at a guaranteed price of at least Twenty Dollars ($20.00) per share based on the closing price on NASDAQ (or such other organized exchange on which such shares shall be traded if such shares are not then listed on NASDAQ) on the date preceding the closing on the exercised option ("Closing Price"). In the event that there are no trades of OCI stock on that day, the Closing Price shall be the average of the low bid price and the high ask price. If the Closing Price is less than Twenty Dollars ($20.00), the difference shall be paid in cash in an amount equal to the product of (a) 175,000 and (b) the difference between (x) Twenty Dollars ($20.00) and (y) the Closing Price. If OCI's common stock is worth more than Twenty Dollars ($20.00) per share on such closing date, no adjustment shall be made in the number of shares to be paid to Licensee. As consideration for this option to purchase the Station, Broker shall pay to Licensee on the Commencement Date the sum of Four Hundred Seventy Five Thousand Dollars ($475,000.00) ("Option Payment") in cash, which Option Payment shall be credited against the Exercise Price. (b) During the first five (5) years following the Commencement Date, Broker may exercise the option specified in this paragraph 5.2 by delivering to Licensee a written notice of exercise no earlier than fifteen (15) days following either of the events specified in (a)(i) or (a)(ii) of this paragraph 5.2 and no later than two (2) years following either of the events specified in (a)(i) or (a)(ii) of this paragraph 5.2. During the remainder of the term of this Agreement, as renewed, Broker may exercise the option specified in this paragraph 5.2 by delivering to Licensee a written notice of exercise no earlier than fifteen (15) days following either of the events specified in (a)(i) or (a)(ii) of this paragraph 5.2 and no later than one (1) year following either of the events specified in (a)(i) or (a)(ii) of this paragraph 5.2. Within thirty (30) days following delivery of such notice, Broker and Licensee shall enter into a detailed asset purchase agreement with respect to the Station, containing 10

customary and reasonable terms and conditions, and shall jointly file such application or applications as may be required to obtain the consent of the FCC for the assignment of the Station's license or licenses from Licensee to Broker. (c) Broker's rights under this option to purchase shall be fully assignable to any third party (i) that is qualified under the Communications Act of 1934, as amended, and the FCC's rules and policies to hold the Station's license, and (ii) that presents audited financial statements demonstrating a net worth of at least Five Million Dollars ($5,000,000.00) for its preceding fiscal year. (d) As used in paragraph 5.2(a), the term common stock shall mean and include the common stock of OCI, authorized on the date hereof, and shall also include any capital stock of any class of capital stock of OCI hereafter authorized which shall not be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of OCI, provided, however, that the shares issuable under this Agreement shall include only shares of such class designated in OCI's Certificate of Incorporation as common stock as of the date hereof, or (i) in the case of any reclassification, change, consolidation, merger or conveyance of all or substantially all of the assets of OCI, the securities or property received in connection with such event, or (ii) in the case of any reclassification or change in the outstanding shares of common stock of OCI as a result of subdivision, or combination, or change in par value or from par value to no par value or from no par value to par value such shares of common stock as so reclassified or changed. In the event of the occurrence of any event described in the preceding clauses (i) and (ii) prior to the exercise by Broker of the option included in paragraph 5.2(a) hereof, Licensee shall have the right upon giving of notice to Broker within ten (10) days of the exercise of said option by Broker of requiring Broker to pay the consideration due at the Station Closing entirely in cash. Licensee acknowledges that it is the intention of Licensee to acquire such shares of common stock to be issued in connection with the exercise of the option by Broker for its own account for the purpose of investment and not with a view to distribution or resale thereof. The acquisition by Licensee of such shares shall constitute a confirmation by it of this representation. Licensee acknowledges and agrees that the shares of common stock to be purchased by it will not have been registered under the Securities Act of 1933, as amended and accordingly may not be sold unless they are sold in a transaction which is exempt from the registration requirements of said Act or a registration statement pursuant to that Act is in effect at the time of such sale, and that each certificate representing such shares shall bear a legend to that effect. Notwithstanding anything contained 11

herein, if, as a result of any merger, consolidation or sale of all or substantially all of the assets of OCI, the then holders of the common stock of OCI shall receive less than seventy-five percent (75%) in total consideration in connection with such transaction in common stock, as defined herein, of the purchaser or surviving entity, then Broker shall have the right to pay Licensee upon the exercise of the option all in cash. 5.3 Right of First Refusal. ----------------------- (a) In the event Licensee receives and wishes to accept a bona fide offer to sell or transfer control of the Station, ---- ---- however, styled, with a party other than Broker, Licensee shall provide Broker with written notice of that offer and all material terms and conditions of that offer, including, without limitation, the identity of the offering party. If that offer is evidenced by any writing(s), Licensee shall provide Broker with true copies of such writings together with the written notice required by this subparagraph. Upon receipt of such notice, Broker shall have the right, exercisable by giving notice in writing thereof to Licensee within thirty (30) business days after receipt of notice by Broker, to match such offer and, within thirty (30) days of such notice to Licensee, to enter into an asset or stock purchase agreement with Licensee at the same price and with equivalent material terms and conditions; provided, however, that Broker's right to first refusal shall be -------- ------- exercisable by Broker only if (i) Broker's acquisition of the Station would not be prohibited by then existent FCC rules or policies and FCC action, if any, allowing such acquisition shall no longer be subject to administrative or judicial reconsideration or review, or (ii) Broker shall, with its notice matching the offer, furnish evidence reasonably satisfactory to Licensee that a waiver of the FCC's rules is likely to permit Broker to own the Station. (b) Broker's rights under this right of first refusal shall be fully assignable to any third party (i) that is qualified under the Communications Act of 1934, as amended, and the FCC's rules and policies to hold the Station's license, and (ii) that presents audited financial statements demonstrating a net worth of at least Five Million Dollars ($5,000,000.00) for its preceding fiscal year. 5.4 Licensee's Option to Purchase Translator. If and at ---------------------------------------- such time as the FCC amends Section 76.51 of its rules, 47 C.F.R. (sections) 76.51, to delete Chillicothe from the name of the Columbus television market, Licensee will consider exercising its option under the Option Agreement dated October 7, 1993, among Broker; RBC, Inc; and Triplett and Associates, Inc., to acquire the assets associated with television translator W17AI, licensed to Columbus, Ohio. In the event of such acquisition, the operation 12

of television translator W17AI shall be subject to this Agreement. At the time that Licensee exercises its option to acquire W17AI, Broker agrees to enter into good faith negotiations with Licensee to make the funds necessary for acquisition of W17AI available by loan on an arms' length basis. Such loan shall be secured by the assets associated with W17AI and the personal guarantee of Anthony J. Fant. ARTICLE VI REGULATORY MATTERS ------------------- 6.1 Renegotiation Upon FCC or Other Regulatory ------------------------------------------ Changes. If the FCC determines that this Agreement is ------- inconsistent with Licensee's licensee obligations or is otherwise contrary to FCC policies, rules and regulations, or if regulatory, legislative, or judicial action subsequent to the Commencement Date alters the permissibility of this Agreement under the FCC's Rules or the Communications Act of 1934, as amended, the parties shall renegotiate this Agreement in good faith and recast this Agreement in terms that are likely to cure the defects perceived by the FCC or the changes caused by regulatory, legislative, or judicial action and return a balance of benefits to both parties comparable to the balance of benefits provided by the Agreement in its current terms. If, after such good faith negotiations, either party determines that recasting the Agreement to meet the defects perceived by the FCC is impossible without materially changing the relationships contemplated by the parties, either party may terminate this Agreement without further liability upon thirty (30) days' prior written notice. If termination shall occur pursuant to this paragraph, such termination shall extinguish and cancel this Agreement without further liability on the part of either party to the other; provided, however, that there shall be a final -------- ------- accounting of monies due but unpaid under this Agreement, and provided further, that Broker shall be entitled to Liquidated -------- ------- Damages, as defined in paragraph 4.6 herein. 6.2 FCC Matters. ----------- (a) The parties agree that this Agreement shall be filed with the FCC and placed in the public inspection file of the Station; provided, however, that all monetary amounts shall be -------- ------- redacted from such publicly available copies. (b) Should a change in FCC policy or rules make it necessary to obtain FCC consent for the implementation, continuation or further effectuation of any element of this Agreement, both parties hereto shall use their best efforts diligently to prepare, file and prosecute before the FCC all petitions, waiver requests, construction permit applications, amendments, rulemaking comments and other related documents 13

necessary to secure and/or retain FCC approval of all aspects of this Agreement. Broker and Licensee shall bear in equal measure the reasonable cost of preparation of any such documents, provided that each party has approved such expenditures. Notwithstanding anything in this Agreement to the contrary, it is understood that no filing shall be made with the FCC with respect to this Agreement unless both parties hereto have reviewed said filing and consented to its submission. 6.3 Mandatory Signal Carriage. If the mandatory signal ------------------------- carriage rights of broadcasters set forth in Section 614 of the Cable Television Consumer Protection and Competition Act of 1992, 47 U.S.C. (section) 534, or in the FCC's rules implementing such section are legislatively, judicially, or administratively altered and such alteration results in a reduction of the cable subscribers receiving the Station's signal via their cable systems as of the Station Closing compared to the number of such households on the Commencement Date, the Exercise Price shall be reduced by an amount which is the product of the following three numbers: (x) the Exercise Price times (y) the percentage reduction in cable subscribers times (z) fifty-eight percent (58%), which represents the parties' approximation of cable penetration in the Columbus ADI as of the date of this Agreement. The parties agree that the number of cable subscribers receiving the Station via their cable systems on the Commencement Date is 291,166 as set forth in Exhibit F. ARTICLE VII BROADCAST EQUIPMENT AND RELATED ASSETS --------------------------------------- 7.1 Equipment and Assets. Licensee represents and -------------------- warrants to Broker that Licensee owns the transmitting equipment (including the Station's transmitter, antenna, transmission line, and associated equipment), studio equipment, furniture, and fixtures specified on the inventory attached hereto as Exhibit B-1 (the "Tangible Assets"). Such Tangible Assets being crucial to the successful operation of this Agreement, Licensee represents and warrants to Broker that the Tangible Assets are free and clear of all debts, liabilities, obligations, liens, and encumbrances of any kind, character, and description, whether accrued, absolute, contingent or otherwise, except for the liens described in Exhibit G hereto. Licensee affirmatively covenants to Broker that the Tangible Assets shall not be disposed of without the prior written consent of Broker, other than in the ordinary course of business and unless such Tangible Assets shall be replaced with assets of comparable quality, capacity, and utility. 7.2 Insurance. The parties shall during the initial term _________ of this Agreement and during any and all Renewal Terms, keep in force and effect by advance payment of premium comprehensive 14

casualty, property damage, business interruption, and liability insurance with an insurance company and in an amount reasonably acceptable to Broker, insuring against any liability that may accrue on account of any loss or damages to the Tangible Assets or occurrences on or about the Tangible Assets. Broker and Licensee shall be specified as insureds under the policy required under this Section 7.2 Licensee will supply a Certificate of Insurance to Broker demonstrating Licensee's compliance with its obligations under this Section 7.2 on the Commencement Date and upon each and every renewal date for the insurance policy maintained by Licensee, and will provide Broker thirty (30) days' prior notice of the expiration of said policy and immediate notice of any cancellation of said policy. 7.3 Lease of Tower Space and Equipment Building ------------------------------------------- (a) Licensee is the lessee under that certain lease of land on which is located a tower of Licensee and an equipment building with Donald L. Davis and Wilma J. Davis ("Davises") which expires July 31, 1998, as amended (the "Tower Lease"). Such Tower Lease being crucial to the successful operation of this Agreement, Licensee represents and warrants to Broker that (a) Licensee has delivered to Broker a complete and current copy of the Tower Lease; (b) the Tower Lease is and will remain in full force and effect; and (c) Licensee is and will remain in material compliance with the terms of the Tower Lease, including its insurance requirements, and Licensee is not in breach of any term of the Tower Lease. (b) Licensee affirmatively covenants to Broker that Licensee will timely pay all rental payments under the Tower Lease promptly when due and otherwise fully comply with all terms of the Tower Lease, and that Licensee will provide copies of any and all notices received from the Davises relating to the Tower Lease within seventy-two (72) hours of their receipt by Licensee. (c) Except as provided above in paragraph 5.1 with respect to Licensee's assignment or transfer of its rights under this Agreement to a controlled corporation, Licensee agrees not to assign the Tower Lease without the consent of Broker, which consent shall not be unreasonably withheld. A request by Licensee for the consent of Broker to assign the Tower Lease shall be deemed reasonable if such assignment is associated with the assignment of the license of the Station or the transfer of control of Licensee for which the FCC's consent is necessary. (d) Licensee agrees to exercise its right to extend the Tower Lease for the duration of each Renewal Term commencing during the term of this Agreement as of and to the extent provided in the Tower Lease. 15

ARTICLE VIII REPRESENTATIONS, WARRANTIES, AND COVENANTS ------------------------------------------ 8.1 Licensee's Representations and Warranties. Licensee ----------------------------------------- represents and warrants to Broker as follows: (a) Organization. Licensee is a corporation duly ------------ organized, validly existing and in good standing under the laws of the State of Alabama and has full power and authority to acquire and own the property, licenses and permits associated with the Station, and to carry out all of the transactions contemplated by this Agreement. (b) Compliance with Law. Licensee has complies with and ------------------- will continue to comply with all laws, rules and regulations governing the business, ownership and operations of the Station that are material in any way to this Agreement. All attendant contracts and undertakings, as well as the carrying out of this Agreement, do not result in any violation of or be in conflict with Licensee's Articles of Incorporation and By-laws, or any existing judgment, decree, other, statute, law, rule or regulation of any governmental authority applicable to Licensee. (c) Corporate Authority. All requisite corporate ------------------- resolutions and other authorizations necessary for the execution, delivery, performance and satisfaction of this Agreement by Licensee have been duly adopted and compiled with. (d) Misrepresentations of Material Fact. No document or ----------------------------------- contract disclosed to Broker pursuant to this Agreement and which in any way affects any of the properties, assets or proposed business of Licensee as related to this Agreement, and no certificate or statement furnished by Licensee or on behalf of it in connection with the transactions contemplated herein contains or will contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein not misleading. (e) Authorizations in Good Standing. Licensee is fully ------------------------------- qualified under the Communications Act of 1934, as amended, and the FCC's rules and policies to be the licensee of the Station. Licensee's permit or license and all related authorizations for the Station are in full force and effect and unimpaired by any acts or omissions of Licensee, its employees or agents; and there is no complaint, condition, event, defect or occurrence existing or, to the knowledge of Licensee, threatened against said authorization(s) that would materially threaten their retention or renewability by Licensee. (f) Capitalization and Share Ownership. Licensee's ---------------------------------- authorized capital consists of 1,000 shares of common stock [with $1.00 par value] of which 1,000 shares are issued 16

and outstanding. All of said shares of issued and outstanding common stock are owned of record by Anthony J. Fant, a resident of Alabama. No other class of capital stock is authorized by Licensee's articles or incorporation. (g) Litigation. There is no litigation at law or in ---------- equity, no arbitration proceeding, and no proceeding before or by any court, commission, agency, or other administrative or regulatory body or authority, or, to the best of Licensee's knowledge, threatened or anticipated, which would have a material adverse affect upon the Station. To the extent that any such event shall exist on the Commencement Date, Licensee agrees that any and all costs, judgments, and liabilities which have or shall become due and payable shall be the sole and exclusive financial responsibility of Licensee and shall be deducted from Licensee's share of Net Operating Cash Income, as defined in Exhibit B. (h) All federal, state, county and local tax returns, reports and declarations of estimated tax or estimated tax deposit forms required to be filed in connection with the Station's operations, real estate, or payroll have been duly and timely files. All taxes which have become due pursuant to such returns or pursuant to any assessment received by them have been paid as have all installments of estimated taxes. All taxes, levies, and other assessments which the Station is required by law to withhold or to collect have been duly withheld and collected and have been paid over to the proper governmental authorities. 8.2 Broker's Representations and Warranties. Broker --------------------------------------- represents and warrants to Licensee as follows: (a) Organization. Broker is a corporation duly organized, ------------- validly existing and in good standing under the laws of the State of Rhode Island and has full power and authority to own its property and to carry out all of the transactions contemplated by this Agreement. (b) Corporate Authority. All requisite corporate ------------------- resolutions and other authorizations necessary for the execution, delivery, performance and satisfaction of this Agreement by Broker have been duly adopted and complied with. (c) Misrepresentation of Material Fact. No document or ---------------------------------- contract disclosed to Licensee pursuant to this Agreement and which in any way affects any of the properties, assets or proposed business of Licensee as relates to this Agreement, and no certificate or statement furnished by Broker or on behalf of it in connection with the transactions contemplated herein contains any untrue statement of a material fact or omits to 17

state a material fact necessary in order to make the statements contained herein not misleading. 8.3 Licensee's Affirmative Convent. Licensee covenants ------------------------------ and agrees that it will comply fully with all applicable federal, state and local laws, rules and regulations (including, without limitation, all FCC rules, policies and regulations) and pertinent provisions of all contracts, permits and pertinent agreements to which it is a party or is otherwise bound. 8.4 Broker's Affirmative Covenant. Broker covenants and ----------------------------- agrees that it will fully comply with all applicable federal, state and local laws, rules and regulations (including, without limitation, all FCC rules, policies and regulations) in the provision of the Brokered Programming to Licensee. 8.5 Licensee's Negative Covenants. In further ------------------------------ consideration of the Initial Payment and Option Payment, Licensee covenants and agrees as follows: (a) Indebtedness. Licensee shall not incur, create, assume ------------ or become or be liable in any manner with respect to, or permit, to exist any further indebtedness or liability, whether direct or indirect or contingent, except indebtedness with respect to trade obligations and other ordinary accruals in the normal course of business not yet due and payable or not more than ninety (90) days in arrears measured from the date of such payment is due or with respect to which Licensee is contesting in good faith the amount or validity thereof by appropriate proceedings, and indebtedness in the respect of endorsements of negotiable instruments for collection in the ordinary course of business. (b) Liens. Licensee shall not create, incur, assume, or ----- suffer or permit to exist any additional mortgage, pledge, lien, charge, or other encumbrance of any nature whatsoever on any of the assets or ownership interests now or hereafter owned, issued, or outstanding other than (i) liens securing payment of taxes either not yet due or the validity of which are being contested in good faith by appropriate proceedings as to which it will set aside on its books adequate reserves, (ii) deposits under the worker's compensation, employment insurance or social security laws, or to secure statutory obligations or surety or appeal bonds or secure indemnity, performance, or other similar bonds arising in the ordinary course of business, (iii) liens imposed by laws such as carriers, warehousemen or mechanics liens incurred by it in good faith in the ordinary course of business, (iv) liens arising out of a pre-judgment attachment, judgment or award against it with respect to which it shall be currently prosecuting an appeal, a stay of execution pending such appeal having been secured, (v) liens in favor of Broker, (vi) liens in favor of Triplett and Associates in original face amount not to exceed One Million Four Hundred Seventy Five Thousand Dollars 18

($1,475,000.00), and (vii) restrictions, easements, reservations, exceptions, encroachments, and minor irregularities in title which do not interfere with the occupation and use and enjoyment by Licensee of such properties and assets in the normal course of its business or materially impair the value of such properties and assets for the purpose of such business. (c) Sales and Leaseback. Licensee shall not enter into any ------------------- arrangements, directly or indirectly, with any person whereby it shall sell or transfer any property, real, personal, or mixed, to be used in its business or hereafter acquired and thereafter rent or leasing such property. (d) Fundamental Changes. Licensee shall not permit or ------------------- suffer any amendment of its character or documents which could materially effect its financial condition or the rights of Broker under this Agreement; or issue any additional shares of capital stock unless such shares shall have been pledged to Broker as required under that certain guarantee of even date herewith, or in any way alter its capital structure. (e) Mergers, Acquisitions, Sales of Assets. Licensee shall -------------------------------------- not merge into, or consolidate with any person or permit any other person to merge into or consolidate with it; effect any asset sale or acquire (directly or indirectly) any additional station, any business unit or all or substantially all of the assets or properties of or ownership interest in any person without the prior express approval of Broker; or change its corporate structure or organization from that set forth herein. (f) Change in Business. Licensee shall not engage directly ------------------ or indirectly in any business other than that of operating the Station. (g) Accounts Receivable. Licensee shall not sell, assign, ------------------- discount, or dispose in any way of any accounts receivable, promissory notes, or trade acceptances held by it with or without recourse except for collection (including endorsement) in the ordinary course of business. (h) Amendment of Certain Agreements. Licensee shall not ------------------------------- amend or modify any provisions evidencing the obligations to Triplett and Associates, Inc. as listed in Exhibit G hereto. (i) Compliance. Licensee shall not (i) fail to make any ---------- contributions to pension plans required by Section 412 in the Internal Revenue Code of 1986, (ii) fail to make payments required by Title Four of the Employee Retirement Income and Security Act of 1974, as amended or (iii) fail to correct a prohibited transaction with an employee benefit plan with respect to which it is liable for tax imposed by Section 4975 of the Code. 19

ARTICLE IX MISCELLANEOUS --------------- 9.1 Force Majeure. Notwithstanding anything contained in ------------- this Agreement to the contrary, neither party shall be liable to the other for failure to perform any obligation under this Agreement (nor shall any charges or payments be made in respect thereof) if prevented from doing so by reason of fires, strikes, labor unrest, embargoes, civil commotion, rationing or other orders or requirements, acts of civil or military authorities, acts of God or other contingencies, including equipment failures, beyond the reasonable control of the parties, and all requirements as to notice and other performance required hereunder within a specified period shall be automatically extended to accommodate the period of pendency of such contingency which shall interfere with such performance. 9.2 Trademarks. For the term of this Agreement, Licensee ---------- hereby grants Broker and unlimited license to use any and all trademarks, service marks, patents, trade names, jingles, slogans, logotypes and other intangible rights owned and used or held for use by Licensee in conjunction with the Station. Licensee agrees to execute such additional documentation as may be necessary or desirable to effectuate the license granted under this paragraph. 9.3 Notice. All notices, requests, demands and other ------ communications that are required or may be given pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered by hand, overnight courier, or sent by facsimile transmission or on the third day after mailing if mailed by registered mail, postage prepaid, return-receipt requested, as follows: (a) If to Licensee, to: Fant Broadcasting Company of Ohio, Inc. 2729 11th Avenue South Birmingham, Alabama 35205-1751 Attention: Anthony J. Fant with a copy to Fletcher Heald & Hildreth 1300 North 17th Street Arlington, Virginia 22209 Attention : Howard M. Weiss (b) If to Broker, to: 20

Outlet Broadcasting, Inc. 23 Kenney Drive Cranston, Rhode Island 02920 Attention: James G. Babb with a copy to: Hinckley, Allen & Snyder 1500 Fleet Center Providence, Rhode Island 02903 Attention: Stephen J. Carlotti or to such other address as any party shall have designated by notice in writing to the other parties. 9.4 Duty to Consult. Each party agrees that it will use --------------- its best efforts not to take any action that will unreasonably interfere, threaten or frustrate the other party's purposes or business activities, and that it will keep the other party informed of, and coordinate with the other party regarding, any of its activities that may have a material effect on such party. 9.5 Press Releases. Except as may be required by law or -------------- any governmental agency, no announcement to the press or to any third party of the transactions contemplated herein shall be made by either party unless the same shall be approved in advance in writing by both Broker and Licensee. 9.6 Severability. Subject to paragraph 6.1, if any ------------ provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not be affected thereby, and the parties agree to use their best efforts to negotiate a replacement article that is neither invalid, illegal nor unenforceable. 9.7 Entire Agreement. This Agreement constitutes the ---------------- entire agreement of the parties with respect to its subject matter and supersedes all prior agreements and understandings of the parties, oral and written, with respect to its subject matter. This Agreement may be modified only by an agreement in writing executed by all of the parties hereto. 9.8 Survival. All representations, warranties, covenants -------- and agreements made herein by the parties hereto or in any certificate to be delivered hereunder or made in writing in connection with the transactions contemplated herein shall survive the execution and delivery of this Agreement. All such representations, warranties, covenants and agreements shall survive for three years past the date on which this Agreement terminates. 21

9.9 Payment of Expenses. Except as otherwise provided, ------------------- Licensee and Broker shall pay their own expenses incident to the preparation and carrying out of this Agreement, including all fees and expenses of their respective counsel. 9.10 Further Assurances. From time to time after the date ------------------ of execution hereof, the parties shall take such further action and execute such further documents, assurances and certificates as either party reasonably may request of the other to effectuate the purposes of this Agreement. 9.11 Counterparts. This Agreement may be executed in one or ------------ more counter parts, each of which shall be deemed an original, but all of which together shall constitute on and the same instrument, and shall become effective when each of the parties hereto shall have delivered to it this Agreement duly executed by the other party hereto. 9.12 Headings. The headings in this Agreement are for the -------- sole purpose of convenience of reference and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement. 9.13 Dealings with Third Parties. Neither party is nor --------------------------- shall hold itself out to be vested with any power or right to bind contractually or act on behalf of the other as its contracting broker, agent or otherwise for committing, selling, conveying or transferring any of the other party's assets or property, contracting for or in the name of the other party, making any contractually binding representations contractually binding such party. 9.14 Indemnification. --------------- (a) Each party shall forever, to the fullest extent permitted by law, protect, save, defend and keep the other party harmless and indemnify said other party against, all claims, demands, causes of action, loss, investigations, proceedings, demands, penalties, fines, expenses and judgments, including reasonable attorneys' fees and costs, arising directly or indirectly out of the negligence or willful misconduct of the other party, its agents or employees in connection with the performance of this Agreement. (b) Broker shall forever, to the fullest extent permitted by law, protect, save, defend and keep Licensee and its officers, directors, employees, and agents and each of them harmless and indemnify them from and against any and all loss, damage, liability, or expense, including reasonable attorney's fees, resulting from any claim of libel, slander, defamation, copyright infringement, idea misappropriation, invasion of right of privacy or publicity, or any other claim against Licensee arising out of 22

Broker's programming on the Station, provided that Licensee shall give Broker prompt notice of any claim and shall cooperate in good faith with Broker in attempts to resolve and settle any such claims. The foregoing shall not apply to the use of any new matters that Licensee may insert in or adjacent to Broker's programming. (c) Licensee shall forever, to the fullest extent permitted by law, protect, save, defend, and keep Broker and its officers, directors, employees, and agents and each of them harmless and indemnify them from and against any and all loss, damage, liability, or expense, including reasonable attorney's fees, resulting from any claim of libel, slander, defamation, copyright infringement, idea misappropriation, invasion of right of privacy or publicity, or any other claim against Broker arising out of Licensee's programming on the Station, provided that Broker shall give Licensee prompt notice of any claim and shall cooperate in good faith with Broker in attempts to resolve and settle any such claims. 9.15 Governing Law. This Agreement shall be construed ------------- under and in accordance with the laws of the State of Ohio, without giving effect to the principles of conflict of laws. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the Date first above written. FANT BROADCASTING COMPANY OF OHIO, INC. By /s/ Anthony J. Fant ------------------------------- President OUTLET BROADCASTING, INC. By /s/ Felix W. Oziemblewski -------------------------------- Chief Financial Officer OUTLET COMMUNICATIONS, INC. (with respect to paragraph 5.2) By /s/ Felix W. Oziemblewski -------------------------------- Chief Financial Officer 23

EXHIBIT A LEASE AGREEMENT Lease Agreement made this day of , 19 between the ----- ------------- -- Lessor and Lessee set forth at Schedule A, attached hereto. ---------- 1. Lease Agreement. Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor, all the machinery, equipment and other personal property ("Equipment") described in the Equipment Lease Schedule(s) which is attached hereto ("Schedules"), upon the terms and conditions set forth in this Lease, as supplemented by the terms and conditions set forth in the appropriate Schedule identifying such items of Equipment. All of the terms and conditions of this Lease shall govern the rights and obligations of Lessor and Lessee, except as specifically modified in writing. Whenever reference is made herein to "this Lease", it shall be deemed to include each of the various Schedules identifying all items of Equipment, all of which constitute one undivided lease of the Equipment and the terms and conditions of which are incorporated herein by reference. 2. Term. The obligations under this Lease shall commence upon the written acceptance thereof by Lessor and shall end upon full performance and observance of each and every term, condition and covenant set forth in this Lease, each Schedule thereto and any extensions thereof. The rental term of the Equipment listed in each Schedule shall commence on the date that the first rental payment is due and shall terminate on the date set forth at Schedule A. ---------- 3. Rental Payments. The rent for the Equipment described in each Schedule shall be the amount stated in such Schedule and shall be due and payable on the dates set forth therein. Such rent shall be payable at the office of Lessor or its assigns (or at such other place as Lessor may from time to time designate in writing). The receipt of any check or other item on account of any rental payment shall not be considered as payment thereof until such check or other item is honored when presented for payment. 4. Delivery and Installation. Lessee has selected each item of Equipment designated in the appropriate Schedule. If Equipment is to be ordered by Lessor, in reliance upon Lessee's selection, such Equipment will then be ordered by Lessor from such supplier or Lessor will accept an assignment of any existing purchase order therefor. Lessor shall have no liability for any delivery or failure by the supplier to fill the purchase order or Exhibit A

meet the conditions thereof. Lessee, at its expense, shall pay all transportation, packing, taxes, duties, installation, testing and other charges in connection with the delivery, installation and use of the Equipment. In the event that the cost of any item of Equipment described in a particular Schedule is higher or lower than the price set forth in Lessor's purchase order therefor, then the monthly rental shall be changed accordingly to fully reflect any such adjustment. 5. Warranties. LESSOR, NOT BEING THE MANUFACTURER OF THE EQUIPMENT NOR THE MANUFACTURER'S AGENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO: THE MERCHANTABILITY OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR CONDITION OF THE EQUIPMENT; THE QUALITY OR CAPACITY OF THE EQUIPMENT, THE WORKMANSHIP IN THE EQUIPMENT; COMPLIANCE OF THE EQUIPMENT WITH THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO; PATENT INFRINGEMENT; OR LATENT DEFECTS. Lessee will be subrogated to Lessor's claims, if any, against the manufacturer or supplier of the Equipment for breach of any warranty or representation and, upon written request from Lessee, Lessor shall take all reasonable action requested by Lessee to enforce any such warranty, express or implied, issued on or applicable to any of the Equipment which is enforceable by Lessor in its own name; provided, however, that (a) Lessee is not in default under this Lease and ----------------- (b) Lessor shall not be obligated to resort to litigation to enforce any such warranty unless Lessee shall pay all expenses in connection therewith. Notwithstanding the foregoing, Lessee's obligations to pay the rentals or otherwise under this Lease shall be and are absolute and unconditional. All proceeds of any such warranty recovery from the manufacturer or supplier of the Equipment shall first be used to repair the affected Equipment. 6. Title To and Location of Equipment. Title to each item of Equipment leased hereunder shall remain with the Lessor at all times and the Lessee shall have no right, title or interest therein, except as expressly set forth in this Lease. Lessee, at is expense, shall protect and defend Lessor's title to the Equipment and shall keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Lessor assumes no liability and makes no representation as to the treatment by Lessee of this Lease, the Equipment or the rental payments for financial statement or tax purposes. All items of Equipment shall at all times be and remain personal property notwithstanding that any such Equipment may now -2-

or hereafter be affixed to realty. The Equipment shall be delivered to the location specified in the Schedule with respect thereto and shall not thereafter be removed from such location without the written consent of Lessor. The Lessor shall be permitted to display notice of its ownership of the Equipment by affixing to each item of Equipment an identifying stencil or plate or any other indicia of ownership and Lessee shall not alter, deface, cover or remove such ownership identification. 7. Use of Equipment, Inspection and Reports. Lessee may possess and use the Equipment in accordance with this Lease, provided that any such use is in conformity with all applicable laws, any insurance policies and any warranties of the manufacturer with respect to the Equipment. Lessor shall have the right to inspect the Equipment at the premises of the Lessee or wherever the Equipment may be located. Lessee shall promptly notify Lessor of all details arising out of any change in location of the Equipment, any alleged encumbrances thereon or any accident allegedly resulting from the use or operation thereof. 8. Further Assurances. Lessee shall execute and deliver to Lessor, upon Lessor's request, such instruments and assurances as Lessor deems necessary for the confirmation or perfection of this Lease and Lessor's rights hereunder. In furtherance thereof, Lessor may file or record this Lease or a financing statement with respect thereto so as to give notice to any interested parties. Any such filing or recording shall not be deemed evidence of any intent to create a security interest under the Uniform Commercial Code. 9. Risk of Loss. All risk of loss, damage, theft or destruction to each item of Equipment shall be borne by the Lessee. No such loss, damage, theft or destruction of the Equipment, in whole or in part, shall impair the obligations of Lessee under this Lease, all of which shall continue in full force and effect; and Lessee, at Lessor's option, shall either (a) place the affected Equipment in good repair, condition and working order, or (b) replace the same with like Equipment in good repair, condition and working order, or (c) pay the Lessor an amount equal to all unpaid rent due and to become due under this Lease with respect to the affected Equipment, less the net amount of the recovery, if any, actually received by Lessor from insurance or otherwise for such loss, damage, theft or destruction. After compliance with the foregoing to Lessor's satisfaction, and provided Lessee is not in default under this Lease, Lessee shall be subrogated to Lessor's rights with respect to any insurance policies or claims for reimbursement by others with respect to such loss, damage, theft or destruction. -3-

10. Maintenance and Repairs. Lessee shall, at its expense, maintain each item of Equipment, and all additions, attachments and accessories with respect thereto, in good mechanical condition and running order, but shall not be responsible for normal wear and tear or depreciation resulting from the authorized use thereof. Without the prior written consent of Lessor, Lessee shall make no repair, alteration or attachment with respect to any item of Equipment which interferes with the normal and satisfactory operation or maintenance thereof, or creates a safety hazard, or which might result in the creation of a mechanic's or materialman's lien with respect thereto. All additions, attachments, accessories and repairs at any time made or placed upon the Equipment shall become part of the Equipment and shall be the property of Lessor 11. Insurance. Lessee will, at its own expense, insure the Equipment at all times against all hazards requested by Lessor, including but not limited to fire, theft and extended coverage insurance, and such policies shall be payable to Lessor as its interest may appear. Such policies of insurance shall be reasonably satisfactory to Lessor as to form, amount and insurer, and shall provide for at least ten (10) days written notice of cancellation to Lessor. Lessee shall furnish certificates, policies or endorsements to Lessor as proof of such insurance. Lessor may act as attorney for Lessee in making, adjusting or settling any claims under any insurance policies insuring the Equipment. Lessee assigns to Lessor all of its right, title and interest to any insurance policies insuring the Equipment, including but not limited to all rights to receive the proceeds of insurance not in excess of the unpaid obligations under this Lease, and directs any insurer to pay all such proceeds directly to Lessor and authorizes Lessor to endorse Lessee's name on any draft for such proceeds. Lessee shall, at its expense, carry public liability insurance with respect to the Equipment and the use thereof, in such amounts and with such insurers as are reasonably satisfactory to Lessor, and such insurance policies shall also name Lessor as an insured thereunder. The proceeds of any public liability or property damage insurance shall be payable first to Lessor to the extent of its liability, if any, and the balance to Lessee. The proceeds of any fire, theft and extended coverage insurance with respect to the Equipment shall be payable solely to Lessor and shall be applied by Lessor toward the payment of Lessee's obligations hereunder and any balance of the proceeds shall be the property of Lessor, provided that at Lessor's option such proceeds may be used for the repair or replacement of the affected Equipment. -4-

12. Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances and, as additional rent during the term of this Lease, shall pay all assessments, license fees, taxes (including sales, use, excise, personal property, ad valorem, stamp, documentary and other taxes) and all other governmental charges, fees, fines or penalties whatsoever, whether payable by Lessor or Lessee, on or relating to the Equipment or the use, registration, rental, shipment, transportation, delivery, ownership or operation thereof, and on or relating to this Lease and any Schedules and Lessee shall file all returns required therefor and furnish copies thereof to Lessor at its request; provided, however, that the foregoing shall not -------- ------- include any federal or state income or franchise taxes or Lessor. 13. Lessor's Performance of Lessee's Obligations. If Lessee shall fail to duly and promptly perform any of its obligations under this Lease with respect to the Equipment, Lessor may (at its option) perform any act of make any payment which Lessor deems necessary for the maintenance and preservation of the Equipment and Lessor's title thereto, including payments for satisfaction of liens, repairs, taxes, levies and insurance. All sums so paid or incurred by Lessor, together with interest as provided below, and any reasonable legal fees incurred by Lessor in connection therewith shall be additional rent under this Lease and payable by Lessee to Lessor on demand. The performance of any act or payment by Lessor as aforesaid shall not be deemed a waiver or release of any obligation or default on the part of Lessee. 14. Late Charges. Should Lessee fail to duly pay any part of any rental payment or other sum to be paid to Lessor under this Lease, then Lessee shall pay interest on such delinquent payment from the due date until paid at the lower of 1% per month or the highest legal contract rate of interest. 15. Indemnification. Lessee assumes liability for, and hereby agrees to indemnify, protect and keep harmless Lessor, its agents, employees, officers, directors, successors and assigns from and against any and all liabilities, obligations, losses damages, injuries, claims, demands, penalties, actions, costs and expenses, including but not limited to reasonable attorney's fees, of whatsoever kind and nature, arising out of the use, condition (including but not limited to latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing or return of any item of Equipment, regardless of where, how and by whom operated, or any failure on the part of the Lessee to perform or comply with any conditions of this Lease. The indemnities and assumptions of -5-

liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the expiration or other termination of this Lease. Lessee is an independent contractor and nothing contained in this Lease shall authorize Lessee or any other person to operate any item of Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor. 16. No Offset. This Lease is a net lease and all rental payments shall be paid by Lessee irrespective of any set-off, counterclaim, recoupment, defense or other right which Lessee may have against Lessor, the supplier of the Equipment or any other party. 17. Purchase Option. Lessee shall have no option to purchase or otherwise acquire title or ownership of any item of Equipment. 18. Renewal. There shall be no renewal of this Lease without the written agreement of Lessor. If Lessor fails to return any item of Equipment at the end of the original lease term or any renewal thereof, then (without an waiver or Lessor's rights) the Lease thereof shall automatically be renewed from month to month with rent payable monthly at the monthly rate applicable during the original term. 19. Advance Rentals and Security. Any advance rentals paid by Lessee to Lessor shall be applied to rental payments coming due under this Lease in the inverse order of maturity. Lessee's obligations under this Lease are secured by any of its property with respect to which Lessor may be granted a security interest in any other agreement or document. 20. Assignment by Lessee. Without Lessor's prior written consent, Lessee may not, by operation of law or otherwise, (a) assign, transfer, pledge, hypothecate or otherwise dispose of this Lease or any interest therein or (b) sublet or lend the Equipment or permit same to be used by anyone other than Lessee or Lessee's employees. 21. Assignment by Lessee. For the purpose of providing funds for financing the purchase of the Equipment, or for any other purpose, Lessee agrees (a) that Lessor may assign, sell or encumber all or any other part of this Lease, the Equipment and the rental payments hereunder and (b) in the event of any such assignment of rental payments hereunder and written notice thereof to Lessee, to unconditionally pay directly to any such assignee all rentals and other sums due or to become due under this Lease. THE RIGHTS OF ANY SUCH ASSIGNEE SHALL NOT BE SUBJECT TO ANY DEFENSE, COUNTERCLAIM OR SETOFF WHICH LESSEE MAY HAVE -6-

AGAINST THE LESSOR. Notwithstanding the foregoing, any such assignment (a) shall be subject to Lessee's right to possess and use the Equipment so long as Lessee is not in default under this Lease and (b) shall not release any of Lessor's obligations hereunder or any claim which Lessee has against Lessor. 22. Return of Equipment. Upon payment in full of all rental payments for any item of Equipment described in any Schedule, Lessee shall at its expense deliver such items of Equipment to Lessor's premises set forth at Schedule A or any place or places within a radius of 100 miles of Lessor's ---------- premises, designated by Lessor in writing, for such disposition as Lessor may determine. In the event of default by Lessee under this Lease, Lessee shall return all Equipment to Lessor in the same manner. All Equipment so delivered by Lessee to Lessor shall be in the same condition as when delivered to Lessor, reasonable wear and tear resulting from authorized use thereof alone expected. 23. Events of Default. Lessee shall be in default under this Lease upon the happening of any of the following events or conditions ("Events of Default"): (a) Default by Lessee in payment of any installment or any rent other indebtedness or obligation now or hereafter owed by Lessee to Lessor under this Lease or otherwise and the continuance of such default for ten (10) consecutive days; or (b) default in the performance of any obligation, covenant or liability contained in this Lease or any other agreement or document with Lessor, and the continuance of such default for ten (10) consecutive days after written notice thereof by Lessor to Lessee; or (c) any warranty, representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false in any material respect when made or furnished; or (d) loss, theft, damage, destruction or the attempted sale or encumbrance by Lessee of any of the Equipment, or the making of any levy, seizure or attachment thereof or thereon; or (e) dissolution, termination of existence, discontinuance of its business, insolvency, business failure, or appointment of a receiver or any part of the property of, or assignment for the benefit or creditors by Lessee or the commencement of any proceedings under any bankruptcy, reorganization or arrangement laws by or against Lessee. 24. Remedies of Lessee. Upon the occurrence of any Event of Default and at any time thereafter (subject to any applicable grace provisions), Lessor may without any further notice exercise one or more of the following remedies, as Lessor in its sole discretion shall elect: (a) declare all unpaid rentals under this Lease to be immediately due and payable; (b) terminate this Lease -7-

as to any or all items of Equipment; (c) take possession of the Equipment wherever found, and for this purpose enter upon any premises of Lessee and remove the Equipment, without any liability for suit, action or other proceeding by the Lessee and remove the same; (d) cause Lessee at its expense to promptly return the Equipment to Lessor and in the condition set forth above; (e) use, hold, sell, lease or otherwise dispose of the Equipment or any item thereof on the premises of Lessee or any other location without affecting the obligations of Lessee as provided in this Lease; (f) sell or lease the Equipment or any part thereof, at public auction or by private sale or lease at such time or times and upon such terms as Lessor may determine, free and clear of any rights of Lessee and, if notice thereof is required by law, any notice in writing of any such sale or lease by Lessor to Lessee not less than ten (10) days prior to the date thereof shall constitute reasonable notice thereof to Lessee; (g) proceed appropriate action either by law or in equity to enforce performance by Lessee of the applicable covenants of this Lease or to recover damages for the breach thereof; or (h) exercise any and all rights accruing to a Lessor under any applicable law upon a default by a Lessee. In addition, Lessor shall be entitled to recover immediately as liquidated damages, and not as a penalty, a sum equal to the aggregate of the following: (a) all unpaid rentals or other sums which are due and payable for any items of Equipment up to the date of redelivery to or repossession by Lessor; (b) any expenses paid or incurred by Lessor in connection with the repossession, holding, repair and subsequent sale, lease or other disposition of the Equipment, including but not limited to attorney's fees and legal expenses; (c) all unpaid rentals due and to become due under this Lease for any item of Equipment which Lessee fails to return to Lessor as provided above or converts or destroys, or which Lessor is unable to repossess; and (d) an amount equal to the difference between (i) all unpaid rentals for any item of Equipment returned to or repossessed by Lessor from the date thereof to the end of the respective rental period therefor and (ii) the present fair market rental value of each such item or item of Equipment for such unexpired rental period (the "Unexpired Rental Value"); provided, however, that the Unexpired Rental -------- ------- Value of each item of Equipment shall be deemed to be an amount equal to the proceeds of any sale thereof by Lessor or lease thereof by Lessor for a period substantially similar to the unexpired rental period therefor. Should Lessor, however estimate its actual damages to exceed the foregoing, Lessor may, at its option, recover its actual damages in lieu of or in addition thereto. Lessor shall not be obligated to sell, lease or otherwise dispose of any item or repossessed Equipment hereunder if it would impair the sale, lease or other disposition of similar equipment in the ordinary course of Lessor's business or which was previously repossessed -8-

by Lessor from any party. None of the remedies under this Lease are intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available to Lessor in law or in equity. Any repossession or subsequent sale or lease by Lessor of any item of Equipment shall not bar an action for a deficiency as herein provided and the bringing of an action or the entry of judgement against the Lessee shall not bar the Lessor's right to repossess any or all items of Equipment. LESSEE WAIVES ANY AND ALL RIGHTS TO NOTICE AND TO A JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OF THE EQUIPMENT BY LESSOR IN THE EVENT OF A DEFAULT HEREUNDER BY LESSEE. 25. Severability. Any provision of this Lease which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be in effective to the extent of such prohibition and unenforceable, without invalidating the remaining provisions hereof. To the extent permitted by applicable law, Lessee hereby waivers any provision of law which prohibits or renders unenforceable any provisions hereof in any respect. 26. Notices. All notices, reports, and other documents provided for herein shall be deemed to have been given or made when mailed, postage prepaid, or sent by telefacsimile, addressed to Lessor or Lessee at their respective addresses set forth above at Schedule A or such other addresses as either ---------- of the parties hereto may designate in writing to the other from time to time for such purpose. 27. Amendment and Waivers. This instrument and Schedule A and the ---------- Schedules attached hereto constitute the entire agreement between Lessor --------- and Lessee with respect to the Equipment and the subject matter of this Lease. No term or provision of this Lease may be changed, waived, amended or terminated, except by a written agreement signed by both Lessor and Lessee, except that Lessor may insert the serial number of any item of Equipment on the appropriate Schedule after delivery thereof. No express or implied waiver by Lessor of any Event of Default hereunder shall in any way be, or be construed to be, a waiver of any future or subsequent Event of Default whether similar in kind or otherwise. 28. Construction. This Lease shall in all respects be governed by and construed in accordance with the laws of the State of Ohio. The titles of the sections of this Lease are for convenience only and shall not define or limit any of the terms or provisions hereof. Time is of the essence of this Lease in each and all of its provisions. -9-

29. Parties. The provisions of this Lease shall be binding upon, and inure to the benefit of, the assigns, representatives and successors of the Lessor and Lessee. LESSEE HEREBY ACKNOWLEDGES RECEIPT OF AN EXECUTED AND TRUE COPY OF THIS LEASE AND THAT IT IS NON-CANCELLABLE FOR THE ORIGINAL RENTAL TERM. IN WITNESS WHEREOF, the Lessor and Lessee have each caused this Lease to be duly executed. SEAL LESSEE ATTEST OR WITNESS: FAN BROADCASTING COMPANY OF OHIO, INC. (Name of Lessee) By: ------------------------------- ---------------------------------- (Secretary, if Corporate Title: Lessee, Otherwise Witness) (Must be Signed by Authorized Corporate Officer, Partner or Proprietor) LESSOR Accepted this day of March, 1994. ---- OUTLET BROADCASTING, INC. By: ---------------------------------- Title: -10-

Schedule A ---------- 1. Lessor: Outlet Broadcasting, Inc. ------ 23 Kenney Drive Cranston, RI 02920-4489 Attn: Mr. James G. Babb Facsimile (401) 455-9216 2. Lessee: Fant Broadcasting Company of Ohio, Inc. ------ ------------------------- ------------------------- Attn: Mr. --------------- Facsimile: -------------- 3. Termination of Rental: , 19 . --------------------- -- 4. Location for Return of Equipment: ------------------------ . ---------------------------------------------------------- -11-

<TABLE> <CAPTION> Equipment Lease Schedule ------------------------ Monthly Payment No. Units Description Location Rentals Date --------- ----------- -------- ------- ------- <S> <C> <C> <C> <C> </TABLE> -12-

EXHIBIT B TO TIME BROKERAGE AGREEMENT BETWEEN OUTLET BROADCASTING, INC. AND FANT BROADCASTING COMPANY OF OHIO, INC. 1. Defined Terms. For purposes of this Exhibit B the following terms, -------------- unless the context otherwise requires, shall have the following meanings: 1.1 "Accounting Period" shall mean the period from the Initial Calculation Date to the First Interim Calculation Date and thereafter each twelve month period ending on the next Interim Calculation Date, or Final Calculation Date, whichever shall occur first. 1.2 "Capital Expenditures" shall mean the sum of the (a) $525,000, and (b) all amounts paid by Broker in connection with the purchase of equipment used to provide for all of the operational needs of Station WWAT-TV, including the broadcast of programming in accordance wit Section 2.2 of this Agreement. 1.3 "Capital Expenditure Charge" shall mean for any Accounting Period an amount equal to the product of (x) .08 and (y) the amount of the Unrecovered Capital Expenditures as of any Interim Calculation Date or Final Calculation Date, as the case may be.

1.4 "Debt Service Payment" shall mean for any Accounting Period an amount equal to the product of (x) $17,895.82 and (y) the number of full calendar months in such Accounting Period. In case any Accounting Period shall include a portion of a calendar month there shall be included a pro rata portion of such $17,895.82 based on the number of days of such partial month included within such Accounting Period. 1.5 "Direct Expenses" shall mean for any Accounting Period the difference between (a) the actual expenses incurred by Broker in operating WCMH of Columbus, Ohio and carrying out its obligations under this Agreement with respect to WWAT-TV and (b) the expenses which would have been paid by Broker had Broker solely operated WCMH for such Accounting Period. Such expenses shall include, without limitation, cost of the provision at WCMH of programming, whether purchased from third parties or produced by Broker, promotional costs, the cost of all sales of time, representative fees and commissions, salaries and fringe benefits for personnel employed by Broker at WCMH, data services, insurance, bad debts, supplies, utilities and other like items, but shall exclude amounts related to the provision at WCMH of general station management, real property rents, general building maintenance, depreciation of any type and accounting. Notwithstanding the foregoing, for that Accounting Period beginning on the Initial Calculation Date and ending on December -2-

31, 1994, the total Direct Expenses shall not exceed $2 million and for the next Accounting Period (calendar year 1995) $3 million. For each subsequent Accounting Period, the Direct Expenses shall not exceed the sum of (w) $3 million and (x) 30 percent of the difference between (y) the Gross Revenue for the Accounting Period ending on December 31, 1995 and (z) the Gross Revenue for the 12 month period for which the calculation is then being made. 1.6 "Final Calculation Date" shall mean the date on which this Agreement shall terminate. 1.7 "First Interim Calculation Date" shall mean December 31, 1994. 1.8 "Gross Revenue" shall mean the sum of (x) amounts billed where payment is expected in cash and (y) the fair market value of all other property received by Broker during an Accounting Period arising from the sale of advertising time by Broker pursuant to Section 2.2 of this Agreement. 1.9 "Gross Operating Income" shall mean for any Accounting Period the positive difference, if any, between Net Revenue and the sum of (a) Direct Expenses, (b) Debt Service Payment, (c) Operating Lease Payments, (d) Station Operating Expense, and (e) Station Maintenance Expenses. -3-

1.10 "Initial Calculation Date" shall mean the date of this Agreement. 1.11 "Interim Calculation Date" shall mean December 31, 1995 and each December 31 thereafter during the term of this Agreement, or the Final Calculation Date, whichever date shall occur first. 1.12 "Net Revenue" shall mean for any Accounting Period the Gross Revenue less agency fees and representative fees incurred during such Accounting Period by Broker. 1.13 "Net Operating Income" or "Net Operating Loss" shall mean for any Accounting Period the positive or negative difference, if any, between Net Revenue and the sum of (a) Direct Expenses, (b) Debt Service Payment, (c) Operating Lease Payments, (d) Station Operating Expense, (e) Station Maintenance Expenses, (f) Unrecovered Capital Expenditures, (g) Management Fee, (h) Capital Expenditure Charge and (i) the Unrecovered Net Operating Loss. 1.14 "Management Fee" shall mean for any Accounting Period an amount equal to 10 percent of Gross Operating Income. -4-

1.15 "Operating Lease Payments" shall mean all payments made by Licensee to Broker pursuant to that certain lease of personal property between Broker and Licensee of even date herewith attached as Exhibit A. 1.16 "Station Budgeted Discretionary Operating Expenses" shall mean the amounts contained in the Station Operating Budget for salaries and related expenses (including fringe benefits), travel and entertainment and general and administrative expenses payable to related third parties. 1.17 "Station Maintenance Expenses" shall mean all expenses incurred by the Broker to maintain in good operating repair and condition the property of Licensee listed on Schedule B-1 hereto. 1.18 "Station Operating Budget" shall mean the estimate of the Station Operating Expense which is prepared by Licensee pursuant to Section 2 of this Schedule B for each twelve month period during the term of this Agreement, except that the first such period shall commence on the Initial Calculation Date and shall end on December 31, 1994. -5-

1.19 "Station Operating Expense" shall mean for any Accounting Period the expenses actually incurred by Licensee for the operation of WWAT-TV pursuant to Section 1.2 and 1.3 of this Agreement, which shall include the amount actually incurred with respect to Station Budgeted Discretionary Operating Expenses, but not in excess of the amount contained in the Station Operating Budget with respect thereto, rents for studios and transmission facilities, all payments to utilities and unrelated suppliers for utilities, supplies and services reasonably necessary in the operation of WWAT-TV by Licensee, all real and personal property taxes and sales taxes paid by Licensee, administrative expenses, but excluding therefrom any income taxes, accounting expenses, corporate franchise taxes, salaries and other items not explicitly set forth herein. 1.20 "Station Operating Expense Estimated Payment" shall mean an amount paid once each month by Broker to Licensee which shall equal one-twelfth of the Station Operating Budget for each Accounting Period during the term of this Agreement provided, however, that for the Accounting Period between the Initial Calculation Date and December 31, 1994, such payment shall be agreed upon between Licensee and Broker. -6-

1.21 "Unrecovered Capital Expenditure" shall mean for the Accounting Period for which the calculation is being made together with all prior Accounting Periods the positive difference, if any, for all such Accounting Periods between the (x) Capital Expenditures and (y) the Net Operating Income in excess of the sum of (a) Direct Expense, (b) Debt Service Payment, (c) Station Operating Expense, (d) Management Fee, (e) Station Maintenance Expenses, (f) Capital Expenditure Charge and (g) Operating Lease Payments. 1.22 "Unrecovered Net Operating Loss" shall mean for any Accounting Period, the positive difference, if any, between (a) the Net Operating Loss for all prior Accounting Periods and (b) the aggregate Net Operating Income for all prior Accounting Periods. 2. Station Operating Expenses. Licensee has prepared a Station Operating --------------------------- Budget for the period between the Initial Calculation Date and December 31, 1994 as set forth in Schedule B-3 hereto. Within 30 days after the expiration of such period and each Accounting Period thereafter during the term of this Agreement, Licensee shall deliver to Broker a detailed statement of the Station Operating Expenses incurred and paid by Licensee for such period. If such amount shall be less than the Station Operating Expense Estimated Payment made by Broker for such -7-

period, the difference shall be deducted from the next Station Operating Expense Estimated Payment thereafter made by Broker pursuant to this Agreement. If the amount shown on such statement shall be greater than the Station Operating Expense Payment made by Broker for such period, then Broker shall pay the Licensee the difference within 30 days. At least 60 days prior to each December 31st occurring during the term of this Agreement, Licensee shall deliver to Broker a Station Operating Budget which Broker shall have the right to review and request documentation with respect thereto. Licensee agrees that Station Budgeted Discretionary Operating Expense Budget for the Interim Accounting Period commencing on January 1, 1995 shall not exceed $1,000. Thereafter, no Station Operating Budget shall contain an amount for Station Budgeted Discretionary Operating Expenses greater than the product of (a) the amount actually contained in the Station Operating Budget for the then Accounting Period and (b) one plus the percentage increase in the Price Index for the period between October 1 of the calendar year next preceding the calendar year in which such budget is submitted and October 1 of the calendar year in which said budget is submitted. For purposes of this section the term "Price Index" means the Consumer Price Index for all Urban Consumers (CPI-U): Cleveland-Akron-Lorain Average, All items adjusted (1982-84=100) published monthly by the Bureau of Labor Statistics, U.S. Department of Labor. If the Bureau of Labor Statistics should cease to publish -8-

the Price Index in its present form as currently calculated, a comparable index reflecting changes in the cost of living determined in a similar manner or by substitution, combination or weighting of available indices, expenditure groups, items, components or population, published by the Bureau of Labor Statistics or by a responsible financial periodical or recognized authority shall be designated by Broker to be the Price Index thereafter. The Price Index for any date relevant to the application of any provision hereof shall be that published by the Bureau of Labor Statistics for the month containing such date, if computed for such month, or otherwise for the most recent month immediately preceding the month for which the application is to be made. Since a Price Index relevant to the application of the provisions hereof may not be available as of the date on which a determination using the Consumer Price Index is to be made, necessary adjustments between Licensee and Broker shall be made retroactively, within a reasonable time after required computations can be readily completed. 3. Monthly Payments by Broker. Commencing on the Initial Calculation --------------------------- Date for the portion of the calendar month then remaining and thereafter monthly within five days of the first business day of each month thereafter during the term of this Agreement, Broker shall pay to Licensee the sum of (a) the Debt Service Payment, (b) the Operating Lease Payment and (c) the -9-

Station Operating Expense Estimated Payment for such month, subject, however, to reduction in the case of the Station Operating Expense Estimated Payment in accordance with the provisions of Section 2 of this Schedule B. Notwithstanding the provisions of this Section, in the event (i) Broker shall receive notice of default from the holder of debt of Licensee secured by a first mortgage on the property of Licensee, (ii) Broker shall thereafter send a copy of such notice to Licensee, and (iii) Licensee shall not contest such notice by commencement of legal proceedings within ten (10) days of the sending of such notice by Broker, Broker may thereafter make all or part of the Debt Service Payment to the holder to the extent of Licensee's obligation at such time to such holder. 4. Payments to Licensee. Within sixty days after the First Interim -------------------- Calculation Date, and each Interim Calculation Date thereafter, or the Final Calculation Date, whichever shall occur first, Broker shall make a determination of the Net Operating Income in accordance with the terms of this Agreement for the Accounting Period ending on such Interim or Final Calculation Date and shall submit the determination to Licensee. With such schedule, Broker shall pay to Licensee with respect to such Accounting Period the sum, if any, of (a) 25 percent of the Net Operating Income of $1 million or less, (b) 30 percent of the Net Operating Income in excess of $1 million but not more than $2 -10-

million, (c) 35 percent of the Net Operating Income in excess of $2 million but not more than $3 million, (d) 40 percent of the Net Operating Income in excess of $3 million but not more than $4 million, (e) 45 percent of the Net Operating Income in excess of $4 million but not more than $5 million and (f) 50 percent of the Net Operating Income in excess of $5 million. 5. Accounting. Within 30 days of the time of the rendering of any ---------- statement of Station Operating Expenses or Net Operating Income (a "Statement") required under this Agreement, if either party shall question the amount or propriety of any item appearing in such Statement or excluded therefrom and if thereafter Broker and Licensee cannot agree as to the amount or propriety of such item, the dispute may be determined by arbitration as hereinafter provided. Notice of arbitration shall be given within seventy-five days of the delivery of the Statement, unless a party has elected to audit as hereinafter provided. Notwithstanding that a party may question any item, the amount due as shown on such Statement shall nevertheless be paid (except for the portion if any which is then subject to ongoing arbitration or litigation). Unless a party shall take written exception to any item contained in any such Statement within 30 days after delivery of the same, such Statement shall be considered as final and accepted by the party to whom delivered. Either party will upon request by the other within 45 -11-

days make available for inspection books of original entry and documentation relating to any of the items of income or expense reflected in any such Statement. Each party shall have the right at its sole cost and expense to audit any such Statement. Written notice of intention to audit shall be received by the other party within 45 days of the furnishing of any Statement. Said audit shall be commenced within 30 days of the delivery of notice of intention and once commenced must be pursued until completed at the office of the party which is subject to the audit during the hours of 9:00 A.M. to 4:30 P.M. during the normal business work week. Results of each audit shall be made available to all parties. In the event of a discrepancy resulting in underpayment or overpayment of more than 5 percent of that which was actually paid, the party subject to the audit shall pay the cost thereof. In any other event, the party requesting the audit shall pay the cost. Should the parties be unable to reconcile the amount contained in any such audit, either party shall have the right to elect to arbitrate such dispute provided it gives written notice of its election to arbitrate within 30 days of the date after delivery of the audit results. The failure to give written notice within such 30 day period shall be deemed a waiver of any right to arbitrate the amounts disclosed on the audit. If as a result of the audit there shall be any adjustments with respect to any amounts due or heretofore paid pursuant to this agreement, such amount shall be -12-

paid within 10 days. If such amount is not paid within 10 days, it shall bear interest at the maximum rate permitted by law. All arbitration proceedings shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association and shall be held in Columbus, Ohio. In any proceeding, the arbitrators shall be bound by the provisions of this Agreement. The prevailing party in any arbitration proceeding shall be entitled to enforce such award in any court of competent jurisdiction. -13-

WWAT Equipment Inventory (1993) Transmitter Building (Williamsport) Transmitter Comark "S" Series (Comark/Marconi Modulator) -B7500 High Tech Broadcast Modulator -Comark CTE-20 20 Watt Vis/Aur Exciter System 15 Watt Multiplex Mode -GLY-28 Outdoor Heat Exchanger System 4 Fans, 39 Circuits, Sump, Pump -NWL Unitized, High Voltage Power Supply -Comark High Voltage Controller/Vacuum contactors and primary step starts -2 External Cavity, High Efficiency, Wide Band, Water Cooled Klystron Power Amplifier; Control Cabinetry, Dolly and Magnet Circuit Assemblies -2 EEV K3672BDC 60Kw Klystron Amplifier Tubes/Water Cooled -Comark RF Package: Waveguide, Diplexer with Color/Aural Notches, Remote Controlable/Motorized RF Switching System, Dummy Load, Reject Load, Harmonic Filter, Monitoring Couples, Hardware Antenna Dielectric TFU-36JDAS UHF Pylon Antenna Transmission Line Dielectric 6 1/8 600 ft. Transmission Line Run Dielectric 6 1/8 Elbows, Hardware, Transformer Tower (4) Tape Machines (4) Video Monitors (1) Audio Monitor (1) Waveform Monitor (1) Vectorscope (1) Demodulation ch. 53 Microwave Transmitter System including Receivers, Antennas, Transmission Line (2) Satellite Receiver Systems including Antennas, EBS Receiver

SECURITY AGREEMENT BETWEEN OUTLET BROADCASTING, INC., AS SECURED PARTY, AND FANT BROADCASTING COMPANY OF OHIO, INC., AS DEBTOR THIS SECURITY AGREEMENT (this "Agreement"), made and entered into this 18th day of March, 1994 by and between OUTLET BROADCASTING, INC., a Rhode Island corporation (the "Secured Party"), and FANT BROADCASTING COMPANY OF OHIO, INC., an Alabama corporation (the "Debtor"); W I T N E S S E T H: WHEREAS, on the date hereof the Secured Party and the Debtor entered into a certain Time Brokerage Agreement (the "Time Brokerage Agreement") respecting the Television Station WWAT(TV), IN Chillicothe, Ohio (the "Television Station"); and WHEREAS, in order to induce the Secured Party to enter into the Time Brokerage Agreement, and as a material condition thereof, the Debtor desires to enter in to this Agreement; NOW THEREFORE AND IN CONSIDERATION THEREOF the parties hereto agree as follows: 1. GRANT OF SECURITY INTEREST. Debtor hereby grants to the Secured Party -------------------------- a continuing security interest in the "collateral" described in Paragraph 2 below, a portion of which is identified more specifically on Exhibit A attached hereto, to secure the full and timely payment and performance of all amounts, liabilities, obligations, covenants and duties to be paid or performed by Debtor to Secured Party under the Time Brokerage Agreement and under this Agreement, as the same may be amended from time to time, plus all interest, costs, expenses and reasonable attorney's fees which may be made or incurred by Secured Party in the administration, and collection in the event of default and in the protection, maintenance, and liquidation of the collateral (collectively, the "Obligations"). This Agreement shall be and become effective when, and continue in effect as long as any of the Obligations are outstanding and unpaid or unperformed, and Debtor will not sell, assign, transfer, pledge or otherwise dispose of or encumber any collateral to any third party while this agreement is in effect without the written consent of the Secured Party; the Secured Party consents to the Security Agreement entered into by the Debtor and others with Triplett & Associates, Inc., dated as of even date herewith. 2. COLLATERAL. The "collateral" covered by this Agreement is all of the ---------- Debtor's property described hereinafter which it now owns or shall hereafter acquire or create immediately upon the acquisition or creation thereof and includes, but is not limited to, any items listed on any schedule or list attached hereto:

A. Accounts. All accounts, documents, chattel paper, instruments, -------- contract rights, general intangibles, choses in action, including, without limitation, any right to any refund of any taxes heretofore or hereafter paid to any governmental authority and including without limitation any and all purchase order and other documents evidencing obligations for services rendered by the Debtor which are hereinafter individually and collectively referred to as "accounts" regardless of whether any such accounts are acceptable or unacceptable to Secured Party or whether any such accounts have been scheduled to the Secured Party on any schedule or list attached hereto or otherwise given to the Secured Party. B. Inventory. All inventory and goods now owned or hereafter acquired --------- by the Debtor, including, without limitation, raw materials, work in process, tangible property, stock in trade, and including, without limitation, all programming or other materials used or useful in the operation of the Television Station. C. Equipment. All equipment and fixtures, including, without --------- limitation, all machinery, furniture, furnishings, and vehicles, together with all accessions, parts, attachments, accessories, tools, or appurtenances thereto, or appertaining, attached, kept, used, or intended for use in connection therewith and all substitutions, improvements and replacements thereof and additions thereto. D. All Assets; Intangibles; Permits; Etc. All accounts, equipment, ------------------------------------- inventory, fixtures, documents, chattel paper, instruments, contract rights, general intangibles, including, without limitation, any right to any refund of any taxes, now owned or hereafter existing or acquired by Debtor, and including, without limitation, the value of the Debtor as a going concern, goodwill, trademarks, tradenames, service marks, blueprints, designs, product lines and research and development, and further including, without limitation, all of the Debtor's rights under all present and future authorizations, permits, licenses and franchises heretofore or hereafter granted to Debtor for the operation and ownership of television stations (except for licenses, authorizations and permits issued by the Federal Communications Commission (the "FCC") to the extent it is unlawful to grant a security interest in such licenses, authorizations and permits, but including, to the maximum extent permitted by law, all rights incident and appurtenant to such licenses, authorizations and permits, including, without limitation, the right to receive all proceeds derived or arising from or in connection with the assignment or transfer of such licenses, authorizations and permits). -2-

E. Proceeds, Etc. Proceeds of hazard insurance and eminent domain or ------------- condemnation awards of all of the foregoing described properties or interests in properties including, without limitation, all products of and accessions to such properties or interests in property. Plus, any and all deposits or other sums at any time credited by or due to Debtors and any and all instruments, documents, policies and certificates of insurance, securities, goods, accounts receivable, choses in action, chattel paper, cash, property and proceeds thereof (whether or not the same are collateral or proceeds thereof hereunder) owed by Debtor or in which Debtor has an interest, now or at any time hereafter. The property or interest in properties described in this paragraph 2 are sometimes hereinafter individually and collectively referred to as the "collateral". 3. FURTHER ACTIONS. Debtor shall execute and deliver to the Secured --------------- Party, concurrently with Debtor's execution of this Agreement and at any time or times hereafter at the request of the Secured Party (and pay the cost of filing or recording same in all public offices deemed necessary by the Secured Party) all financing statements, assignments, certificates of title, applications for vehicle titles, affidavits, reports, notices, schedules of accounts, designations of inventory, letters of authority and all other documents that Secured Party may reasonably request, in a form satisfactory to the Secured Party to perfect and maintain perfected Secured Party's security interest in the collateral in order to fully consummate all of the transactions contemplated hereunder. 4. WARRANTIES. Debtors warrant and agree that: ---------- A. Debtors have or will acquire full title to the collateral and is and will be the lawful owner of all of the collateral with right to subject same to the security interest hereunder; B. All of the collateral is located in the State of Ohio and Debtor shall not remove any part of same therefrom without the Secured Party's prior written consent and will not use or permit the collateral to be used for any unlawful purpose whatsoever; C. Debtor shall not conduct business under any other name than that given above, nor change or reorganize the type of business entity which it does business, except upon prior written approval of Secured Party and if such approval is granted, Debtor agrees that all documents, instruments and agreements demanded by the Secured Party shall be prepared, filed and recorded at Debtor's expense before such change occurs; -3-

D. Debtor shall not remove any records concerning the collateral from the address hereinafter specified, nor keep any of its records concerning the same at any other address unless written notice thereof is given to the Secured Party at least ten (10) days prior to the creation of any new address for the keeping of such records; E. Debtor shall at all times maintain the collateral in first class condition and repair; F. Debtor has the right and power and is duly authorized to enter into this Agreement and the execution of this Agreement shall not constitute a breach of any provision contained in any agreement or instrument to which Debtor is or may become a party or to which Debtor is or may be bound or affected; G. All financial statements and information relating to Debtor delivered or to be delivered by Debtor to the Secured Party are true and correct and prepared in accordance with generally accepted accounting principles, and there has been no material adverse change in the financial condition of Debtor since the submission of such financial information to the Secured Party. H. There are no actions or proceedings which are threatened or pending against Debtor which might result in any material adverse change in Debtor's financial condition or which might materially affect any of Debtor's assets; and I. Debtor has duly fixed all federal, state and other governmental tax returns which Debtor is required by law to file and all such taxes requires to be paid have been paid in full. 5. INSURANCE, TAXES, ETC. Debtor shall: ---------------------- A. Pay all taxes, levies, assessments, judgments, and charges of any kind upon or relating to the collateral to Debtor's business and to Debtor's ownership or use of any of its assets, income or gross receipts; B. At its own expense keep and maintain all collateral fully insured against loss or damage by fire, theft, explosion, and other risks in such amounts, with such companies, under such policies and under such form as shall be satisfactory to the Secured Party, which policies shall expressly provide that loss thereunder shall be payable to the Secured Party as its interest may appear, and Secured Party shall have a security interest in the proceeds of such insurance and may apply any such proceeds which may be received by it towards payment of Debtor's liabilities. -4-

whether or not due, in such order of application as Secured Party may determine; C. Maintain at its own expense public liability and property damage insurance in such amounts with such companies, under such policies and in such form as may be satisfactory to Secured Party and upon Secured Party's request shall furnish Secured Party with such policies and of payment of premiums thereon. If Debtor at any time hereafter shall fail to obtain or maintain any of the policies required above or pay any premium in whole or in part relating thereto or shall fail to pay any such tax, assessment, levy or charge or to discharge any such lien or encumbrance, then Secured Party, without waiving or releasing any obligation or default of Debtor hereunder may at any time hereafter, but shall be under no obligation to do so, make such payment or obtain such discharge or obtain and maintain such policies of insurance and pay such premiums and take such action with respect thereto as Secured Party deems advisable. All sums so disbursed by Secured Party including the reasonable attorney fees, court costs, expenses and other charges relating thereto, shall be part of Debtor's liability secured hereby and payable on demand. 6. LOCATION OF COLLATERAL. The Debtor's place of business in Ohio is and ---------------------- shall be located at 1281 River Road, Chillicothe, Ohio 45601. All of the collateral will at all times be kept and maintained at the studio and transmitter locations of the Television Station at 1281 River Road, Chillicothe, Ohio 45601. Debtor will notify Secured Party in writing in advance of any proposed change in location of any of the collateral and will not remove any collateral from the county in which it is presently or may hereafter be located without Secured Party's written consent. In addition, Debtor will notify Secured Party in writing in advance of any proposed change in location of the Debtor's principal place of business from Chillicothe, Ohio. 7. GENERAL INFORMATION. Debtor shall permit Secured Party or its authorized ------------------- agents upon reasonable request to have access to and to inspect all the collateral and Debtor's other assets, if any, and may from time to time verify accounts, inspect, check, make copies of or extract from the books, records and files of Debtor and Debtor will make same available at any time for such purposes. In addition, Debtor shall promptly supply Secured Party with financial and other information concerning its affairs and assets as Secured Party may request from time to time. 8. DEFAULT. The occurrence of any of the following events shall constitute ------- a default as such term is used herein: -5-

A. The non-payment, when due, of any amount payable under, or the failure to perform, any of the Obligations or any extension or renewal thereof; B. Any statement, representation or warranty of the Debtor herein, in the Time Brokerage Agreement or in any other writing at any time furnished by the Debtor to the Secured Party is untrue in any respect as of the date made; C. Any obligor, which term is used herein shall mean the Debtor and such other party primarily or secondarily liable on any of the liabilities, becomes insolvent or unable to pay debts as they mature or makes an assignment for the benefit of creditors, conveys any assets to a trustee for the benefit of the obligor's creditors, conveys substantially all of its assets, or any proceeding is instituted by or against the obligor alleging that such obligor is insolvent or unable to pay debts as they mature or a petition of any kind is filed under the Federal Bankruptcy Act by or against such obligor. D. Entry of any judgment against the Debtor or order of attachment, execution, sequestration or other order in the nature of a writ is levied on any of the collateral; E. Dissolution, merger or consolidation or transfer of a substantial part of the property of the Debtor; or F. The Secured Party feels insecure for any other reason whatsoever. 9. DEFAULT REMEDIES. Whenever a default shall exist, the Secured Party may ---------------- exercise from time to time any rights and remedies, including the right to immediate possession of the collateral, available to it under applicable law. Debtor agrees in case of default to assemble, at its expense, all the collateral at a convenient place acceptable to the Secured Party and to pay all costs to the Secured Party of collection and enforcement of the Obligations, including, without limitation, reasonable attorney's fees and legal expenses, including, without limitation, participation in bankruptcy proceedings and expenses of locating the collateral and expenses of any repairs to any property to which any collateral may be affixed or be a part. If any notification of any intended disposition of any of the collateral is required by law, such notification, if mailed, shall be deemed reasonable and properly given if sent at least five (5) days before such disposition, postage prepaid, addressed to the Debtor at the address herein shown or at such other address as the Debtor may have given to the Secured Party. Debtor agrees that Secured Party shall, in the event of any default, have the right to peaceably retake any of the -6-

collateral, and Debtor waives any right they may have, in such instance to a judicial hearing prior to such retaking. 10. FCC APPROVAL. Notwithstanding anything to the contrary contained in ------------ this Agreement, the Secured Party will not take any action pursuant to this Agreement which would constitute or result in any assignment of license or change of control of the Debtor, if such assignment of license or change of control would require (under then-existing law) prior approval of the FCC without first obtaining such prior approval. After a default has occurred and is continuing, the Debtor agrees to take any and all actions that the Secured Party may reasonably request in order to obtain any FCC approvals which are necessary or appropriate to enable the Secured Party to exercise and fully enjoy all rights and benefits granted to the Secured Party by this Agreement, including specifically, without limitation, the use of the Debtor's reasonable efforts, at the Debtor's cost and expense, to assist the Secured Party in obtaining any prior approvals from the FCC as are necessary for performance of any action or transaction contemplated by this Agreement. Specifically, and without limitation, the Debtor will, after a default has occurred and is continuing, and upon the Secured Party's request, prepare, sign and file with the FCC all relevant portions of any application for assignment of license or transfer of control as may be necessary or appropriate under FCC rules and regulations. 11. GENERAL. Time shall be deemed of the very essence of this agreement. ------- Except as otherwise defined in this agreement all terms in this agreement shall have the meanings provided by the Ohio Uniform Commercial Code. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of any collateral in its possession if it takes such action for that purpose as Debtor requests in writing, but failure of Secured Party to comply with such request shall not of itself be deemed a failure to exercise reasonable care, and failure of the Secured Party to preserve or protect any rights with respect to such collateral against any prior parties or to do any act with respect to the preservation of such collateral not so requested by Debtor shall not be deemed a failure to exercise reasonable care in the custody and preservation of such collateral. Any delay on the part of Secured Party in exercising any power, privilege or right hereunder, or under any other instrument executed by Debtor to Secured Party in connection herewith shall not operate as a waiver thereof and no single or partial exercise thereof, or the exercise of any other power, privilege or right shall preclude other or further exercises thereof, or the exercise of any other power, privilege or right. The waiver by Secured Party of any default by Debtor shall not constitute a waiver of any subsequent defaults, but shall be restricted to the defaults so waived. If any part of this agreement shall be contrary to law which Secured Party might seek to apply or enforce, or should otherwise be defective, the other provisions of this agreement shall not be affected thereby, but shall -7-

continue in full force and effect. All rights, remedies and powers of Secured Party hereunder are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all rights, remedies and powers given hereunder or in or by any other instruments or by the Ohio Uniform Commercial Code or any laws now existing or hereafter enacted. This Agreement has been executed and delivered in Ohio and shall be construed in accordance with the laws of the State of Ohio. Whenever possible each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or other remaining provisions of this Agreement. The rights and privileges of Secured Party hereunder shall inure to the benefit of its successors and assigns and this agreement shall be binding on all successors and assigns of Debtor. Debtor hereby authorizes the Secured Party to date and correct obvious errors in this Agreement without affecting Debtor's liability hereunder. The Debtor acknowledges that this is the entire agreement between the parties except to the extent that writings signed by the party to be charged are specifically incorporated herein by reference either in this Agreement or in such writings and acknowledges receipt of a true and complete copy of this Agreement. SECURED PARTY DEBTOR OUTLET BROADCASTING, INC. FANT BROADCASTING COMPANY OF OHIO, INC. By: By: ------------------------------- ------------------------------- Title: Title: ---------------------------- ---------------------------- ADDRESS OF SECURED PARTY: ADDRESS OF DEBTOR: 23 Kenney Drive 1281 River Road Cranston, Rhode Island 02920 Chillicothe, Ohio 43501 Attention: James G. Babb -8-

EXHIBIT D GUARANTY THIS GUARANTY, dated as of dated as of the day of March, 1994, is --- by Anthony J. Fant, of Birmingham, Alabama, (the "Guarantor") in favor of Outlet Broadcasting, Inc. ("Outlet"). WHEREAS, Fant Broadcasting Company of Ohio, Inc. ("FB Inc.") owns television station WWAT-TV and has entered in a Time Brokerage Agreement, dated this date, with Outlet (the "Agreement"); WHEREAS, The Guarantor owns all of the shares of the outstanding capital stock of FB Inc. and the execution and delivery by the Guarantor of this Guaranty is a condition precedent to, and an inducement for, Outlet's execution and delivery of the Agreement; and WHEREAS, the Guarantor expects to derive substantial benefits from FB Inc. as a result of the Agreement; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Guarantor hereby represents and agrees as follows: 1. GUARANTY OF PERFORMANCE. The Guarantor hereby guarantees to Outlet the full and punctual performance when due (including but not limited to payment) of all liabilities, agreements and other obligations of FB Inc. to Outlet, whether direct or indirect, absolute or contingent, due or to become due, secured or unsecured, now existing or hereafter arising or acquired, relating to or arising out of or under the Agreement (collectively, the "Obligations"). This Guaranty is an irrevocable, absolute, unconditional and continuing guaranty of the full and punctual performance of the Obligations and is in no way conditioned upon any requirement that Outlet first attempt to resort to any other means of obtaining payment or performance. In the event that an Event of Default (as such term is defined in Section 8, below) --------- shall have occurred, the obligations of the Guarantor hereunder shall become immediately due, without demand or notice of any nature, all of which are expressly waived by the Guarantor. Performance by the Guarantor hereunder may be required by Outlet on any number of occasions. 2. GUARANTOR AGREEMENT TO PAY. The Guarantor further agrees to pay to Outlet, on demand, all costs and expenses (including court costs and legal fees and expenses) incurred or expended by Outlet in connection with this Guaranty and the enforcement

thereof, together with interest on amounts recoverable under this from the time of notice by Outlet to Guarantor that such amounts are due until payment, at the rate per annum equal to 12%, provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount. 3. LIMITED GUARANTY. The liability of the Guarantor hereunder shall be limited in recourse to Guarantor's rights, title and interests in the capital stock of FB Inc. 4. WAIVERS BY GUARANTOR; HOLDER'S FREEDOM TO ACT. The Guarantor agrees that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Outlet with respect thereto. The Guarantor waives presentment, demand, protest, notice of acceptance, notice of Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of FB Inc., and all suretyship defenses generally. 5. UNENFORCEABILITY OF OBLIGATIONS. If for any reason FB Inc. ceases to have any legal existence or has no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from FB Inc. by operation of law or for any other reason, this Guaranty shall nevertheless be binding on the Guarantor to the same extent as if the Guarantor at all times had been the principal obligor on all such Obligations. 6. SUBROGATION AND SUBORDINATION. Until the performance in full of all Obligations and any and all obligations of FB Inc. to Outlet (and the expiration of any applicable preference periods under the Federal Bankruptcy Code without there having occurred any reorganization), the Guarantor shall not exercise any rights against FB Inc. arising as a result of any payment by the Guarantor hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with Outlet or its affiliates in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantor will not claim any set-off or counterclaim against FB Inc. in respect of any liability of the Guarantor to FB Inc.; and the Guarantor waives any benefit of and any right to participate in any collateral which may be held by Outlet or any such affiliate. The payment of any amounts due with respect to any indebtedness of FB Inc. now or hereafter held by the Guarantor is hereby subordinated to the prior payment in full of the Obligations. The Guarantor agrees that after the occurrence of -2-

any default by FB Inc., including without limitation an Event of Default (as such term is defined in Section 8, below), in the payment or performance --------- of the Obligations, the Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of FB Inc. to the Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by the Guarantor as trustee for Outlet, and be paid over to Outlet, on account of the Obligations without affecting in any manner the liability of the Guarantor under the other provisions of this Guaranty. In the event the Guarantor is or becomes an "insider" (as defined from time to time in Section 101 of the Federal Bankruptcy Code) with respect to FB Inc., any and all rights of the Guarantor (a) of reimbursement, indemnification and exoneration against FB Inc., (b) of contribution against FB Inc. (if the Guaranty is secured) and/or any other guarantor and (c) of subrogation to the rights of Outlet or any similar rights under the Obligations, whether such rights arise under an express or implied contract or operation of law, are hereby expressly waived, it being the intention of the parties hereto that the Guarantor shall not be deemed a "creditor" (as defined in Section 101 of the Federal Bankruptcy Code) of FB Inc. by reason of the existence of this Guaranty, this waiver being given to induce Outlet to enter into the Amendment. 7. FURTHER ASSURANCES. The Guarantor also agrees to do all such things and execute all such documents, including financing statements, as Outlet may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of Outlet hereunder. 8. DEFAULTS. The occurrence of any one or more of the following events shall constitute an "Event of Default" under the provisions of this Guaranty (individually, an "Event of Default" and collectively, the "Events of Default"): (a) The failure of the Guarantor to pay or perform any of the Obligations as and when due in accordance with the provisions of this Guaranty; or (b) Any representation or warranty made in this Guaranty or in any other document furnished in connection with this Guaranty, shall prove to have been false or misleading in any material respect; or (c) The failure of the Guarantor to perform, observe or comply with any covenant, condition or agreement contained in this Guaranty, which default shall remain unremedied for thirty (30) days after written notice thereof to the Guarantor by Outlet; or -3-

(d) A default shall occur under any of the Obligations, and such default is not cured within any applicable grace period provided therein; or (e) The Guarantor or FB Inc. shall (i) be the subject of, or apply for or consent to, the appointment of a receiver, trustee or liquidator of itself or any property, (ii) admit in writing the inability to pay debts as they mature, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v) file, consent, acquiesce, take action in or be the subject of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation proceeding involving it or any property, or (vii) be the subject of, or by any act indicate its consent to, approval of or acquiescence in, any order, judgment or decree by any court of competent jurisdiction or any governmental authority enjoining or otherwise prohibiting the operation of a material portion of the FB Inc.'s business or the use or disposition of a material portion of the Guarantor's or FB Inc.'s assets; or (f) The entry of a final judgment for the payment of money or otherwise that would have a material adverse affect on the financial condition of the Guarantor or FB Inc.; or (g) If FB Inc. should merge, consolidate, combine, liquidate, dissolve or otherwise terminate its existence; or (h) If there shall be a transfer of all or substantially all of the Guarantor's or FB Inc.'s assets, without Outlet's prior written consent; or (i) The attachment or garnishment of all or substantially all of the property, goods or credits of the Guarantor or FB Inc. which remains unpaid, unstayed, undismissed or unbonded for a period of thirty (30) days; or if any foreclosure is instituted (by judicial proceedings, by publication of notice pursuant to a power of sale or otherwise) against a material portion of the Guarantor's or FB Inc.'s property under any mortgage, deed of trust or security agreement granted and is not dismissed or terminated for a period of fifteen (15) days; or (j) If the Guarantor fails to promptly notify Outlet, in writing, within ten (10) days of the occurrence of any event or condition of which the Guarantor is aware which constitutes an Event of Default, or which, with the giving of notice or passage of time or both, would constitute an Event of Default, and together with such notice, furnish a written statement to Outlet which shall set forth the details of any action the Guarantor proposes to take with respect thereto; or -4-

(k) Death of the Guarantor. 11. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon the Guarantor, its successors and assigns, and shall inure to the benefit of and be enforceable by Outlet, its successors, transferees and assigns. Without limiting the generality of the foregoing sentence, Outlet may assign or otherwise transfer any agreement held by them evidencing, securing or otherwise executed in connection with the Obligations, to any other person or entity permitted under the Agreement. 12. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Guaranty nor consent to any departure by the Guarantor therefrom shall be effective, unless the same shall be in writing and signed by Outlet. No failure on the part of Outlet to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 13. NOTICES. All notices and other communications called for hereunder shall be made in writing and, shall be deemed to have been duly made or given when delivered by hand or mailed first class mail postage prepaid or, in the case of telefacsimile notice, when transmitted, answer back received, addressed as follows: (a) if to the Guarantor, at the address set forth below, (b) if to Outlet, at the address set forth below or (c) at such address as either party may designate in writing. Outlet Broadcasting, Inc. 23 Kenney Drive Cranston, RI 02920-4489 Attn: Mr. James G. Babb, President Telefacsimile: (401) 455-9216 Anthony J. Fant 2729 11th Avenue South Birmingham, Alabama 35205-1751 Telefacsimile: ---------------- 14. GOVERNING LAW; CONSENT TO JURISDICTION. This Guaranty is intended to take effect as a sealed instrument and shall be enforced, governed by and construed in accordance with, the laws of the State of Ohio, without application of its conflicts of law rules. The Guarantor agrees that any suit for the enforcement of this Guaranty may be brought in the courts of the State of Ohio or any federal court sitting therein, and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Guarantor by mail at the -5-

address specified in Section 13 hereof. The Guarantor hereby waives any ---------- objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court. THE GUARANTOR HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES WITH RESPECT TO THIS GUARANTY. 15. SECURITY. This Guaranty is secured by a Stock Pledge Agreement, dated this date, by the Guarantor to Outlet. 16. MISCELLANEOUS. This Guaranty constitutes the entire agreement of the Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in addition to any other guaranty of the Obligations. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined. IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed and delivered as of the date appearing on page one. _______________________________ Anthony J. Fant -6-

EXHIBIT E STOCK PLEDGE AGREEMENT ---------------------- 1. To induce Outlet Broadcasting, Inc. (the "Secured Party"), which term shall include its successors and assigns and the holder from time to time of this Stock Pledge Agreement (the "Agreement"), to enter into a Time Brokerage Agreement, dated this date, with Fant Broadcasting Company of Ohio, Inc. ("FB Inc."), Anthony J. Fant (the "Guarantor") has delivered a Guaranty, dated this date, to the Secured Party (the "Guaranty"). In consideration thereof, the Guarantor does hereby grant a security interest in, and pledge, assign, transfer and deliver to the Secured Party, and to its successors and assigns, as general collateral security for the payment and performance of Guarantor's obligations and liabilities under the Guaranty, and for any and all indebtedness, obligations or liabilities of every kind and nature of the Guarantor to the Secured Party with respect to the Guaranty, or otherwise, or in any other manner whatsoever or any extension or renewal thereof, (all of the foregoing hereinafter being collectively referred to as the "Obligations"), the stock certificates attached hereto as Exhibit A --------- and incorporated herein by reference, which Exhibit A has attached to it --------- a stock power for each stock certificate, duly signed by the Guarantor as transferor (all of the aforesaid stock certificates and powers being hereinafter collectively referred to as the "Collateral"). 2. The Guarantor warrants and represents to the Secured Party that (i) he is the lawful owner of the Collateral free and clear of all liens and encumbrances or other interests of third parties, (ii) he has the full power and lawful right to pledge the Collateral to the Secured Party, (iii) the Collateral is registered in his name on the stock transfer books and records of FB Inc. (the "Corporation"), (iv) he will warrant and defend the title to the Collateral against the claims and demands of any person, firm, corporation, trust, partnership or other entity, (v) the Collateral constitutes 100% of the presently issued and outstanding shares of the Corporation, and (vi) there are no restrictions on the transferability of the Collateral to the Secured Party or with respect to the foreclosure and transfer thereof by the Secured Party or, if there are any such restrictions, any and all restrictions on the transferability have been duly waived with respect to this assignment, transfer, pledge, and the grant of a security interest to the Secured Party and with respect to the foreclosure and transfer thereof by the Secured Party.

3. Prior to any default in the payment or performance of the Obligations, the Guarantor shall have all rights, powers, privileges and preferences pertaining to the Collateral subject to the terms of this Agreement. Upon any default in the payment or performance of the Obligations or in any of the terms of this Agreement, the Secured Party shall have the right, at its option, to exercise all such rights, powers, privileges and preferences pertaining to the Collateral and to cause the Collateral to be registered in the Secured Party's name or in the name of its nominee. To effectuate the provisions hereof, the Guarantor hereby irrevocably appoints and constitutes the Secured Party as his true and lawful attorney with full power of substitution to complete and fill in any blank endorsements, to file the same and to take such further action as the Secured Party may deem necessary to exercise, as a stockholder, all of his right, title and position in the Corporation. The aforesaid power of attorney shall be deemed irrevocable and coupled with an interest. The Guarantor further agrees that any transfer of the Collateral under the provisions of this paragraph shall not be deemed a sale or disposition under the provisions of Article 9 of the Uniform Commercial Code, nor an acceptance of such Collateral in satisfaction of the Obligations or any portion thereof. 4. Upon any such default, the Secured Party shall further have all the rights and remedies of a secured party afforded by the Uniform Commercial Code or afforded by other applicable law. Requirement of reasonable notice with respect to any sale or disposition shall be met if such notice is mailed, postage prepaid, to the Guarantor at the address set forth in the Guaranty at least five (5) days before the time of the sale or other disposition. Expenses of retaking, holding, preparing for sale, selling, or the like shall include the Secured Party's reasonable attorneys' fees and other costs and legal expenses. 5. Until such time as the Obligations have been paid or performed in full, the Guarantor shall not suffer or cause or permit any other or further shares of the Corporation to be issued unless such shares are pledged with the Secured Party as additional Collateral for the Obligations, nor shall the Guarantor encumber the Collateral, or any part thereof, with any lien, security interest, or encumbrance junior to the interest granted to the Secured Party hereby, nor shall the Guarantor permit the Corporation to be dissolved. 6. The Guarantor agrees that upon any assignment or transfer of the Agreement, the Secured Party may deliver to the assignee or transferee the Collateral, which assignee or transferee shall thereupon become vested with all powers and rights given to the Secured Party in respect thereto and the 2

Secured Party shall be thereafter forever relieved and fully discharged from any liability or responsibility in connection therewith. In no event shall the Secured Party be liable with respect to the Collateral, except for the safekeeping thereof. 7. All of the agreements, obligations, undertakings, representations and warranties herein made by the Guarantor shall inure to the benefit of the Secured Party, its successors and assigns. The Guarantor further agrees to execute such other instruments as the Secured Party may deem necessary or desirable to effectuate the purposes of this Agreement, including but not limited to UCC financing statements. 8. This Agreement has been executed and delivered as an Ohio agreement and shall be governed by and construed in accordance with the laws of the State of Ohio. 9. The Guarantor irrevocably (i) agrees that any suit, action, or other legal proceeding arising out of this Agreement may be brought in the courts of record of the State of Ohio or the courts of the United States located in the State of Ohio; (ii) consents to the jurisdiction of such court in any such suit, action or proceedings; and (iii) waives any objection which it may have to the laying of venue of such suit, action or proceeding in any of such courts and waives any right to a trial by jury in any of such courts. 10. In case any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 11. Notwithstanding anything to the contrary contained in this Agreement (including but not limited to paragraph 3, above): (i) the Secured Party will not take action pursuant to this Agreement which would constitute or result in any assignment of license or change of control of FB Inc., if such assignment of license or change of control would require (under then-existent law) prior approval of the Federal Communications Commission ("FCC") without first 3

obtaining such prior approval. After a default has occurred and is continuing, the Debtor agrees to take any and all actions that the Secured Party may reasonably request in order to obtain any FCC approvals which are necessary or appropriate to enable the Secured Party to exercise and fully enjoy all rights and benefits granted to the Secured Party by this Agreement, including specifically, without limitation, the use of FB Inc.'s and Guarantor's reasonable efforts, at FB Inc.'s and Guarantor's cost and expense, to assist the Secured Party in obtaining any prior approvals from FCC as are necessary for performance of any action or transaction contemplated by this Agreement. Specifically, and without limitation, FB Inc. and Guarantor will, after a default has occurred and is continuing, and upon the Secured Party's request, prepare, sign and file with the FCC all relevant portions of any application for assignment of license or transfer of control as may be necessary or appropriate under FCC rules and regulations. (ii) Voting rights shall remain with the Guarantor, even in the event of default by Guarantor. In the event of default, there shall be either a private or public sale of the Collateral. No sale of Collateral will become effective unless and until the prior consent thereto of the FCC has been obtained if such consent will then be required by the Communications Act of 1934,as amended, (or any successor statute) and/or the Rules, Regulations and/or policies of the FCC. 4

Executed as a sealed instrument as of the day of March, 1994. ---- WITNESS: ---------------------------------- ------------------------------------ Anthony J. Fant Paragraph 11, acknowledged and agreed: Fant Broadcasting Company of Ohio, Inc. By ------------------------------------- Title: 5

CONSENT AND AGREEMENT OF FANT BROADCASTING COMPANY OF OHIO, INC. (the "Corporation") ------------------- To induce the Secured Party to enter into the Limited Management Agreement, dated this date, with the Corporation, the Corporation hereby: 1. Represents and warrants to the Secured Party that (i) the Collateral is registered in the name of the Guarantor on the stock transfer books and records of the Corporation, (ii) the Collateral constitutes all of the presently issued and outstanding shares of the Corporation, and (iii) there are no restrictions on the transferability of the Collateral to the Secured Party or with respect to the foreclosure and transfer thereof by the Secured Party or, if there are any such restrictions, any and all restrictions on the transferability have been duly waived with respect to the above assignment, transfer, pledge, and grant of a security interest to the Secured Party and with respect to the foreclosure and transfer thereof by the Secured Party; and 2. Covenants and agrees to notify the Secured Party immediately of (i) the issuance of any additional shares of the Corporation, and (ii) the purchase of retirement of any such shares; and 3. Consents to the execution and delivery of the above Stock Pledge Agreement by Guarantor. Attest: Fant Broadcasting Company of Ohio, Inc. By -------------------------------- ---------------------------- Title: Dated: March , 1994 6

???? - CABLE COVERAGE 1993 TOTAL CABLE HOUSEHOLDS - 291,166 -------------------------------------------------------------------------------- Cable System Cable Channel Subscribers -------------------------------------------------------------------------------- WARNER (standard) 60 160,000 WARNER (East Columbus) 11* WARNER (All-American) 11* -------------------------------------------------------------------------------- C o m m u n i t i e s S e r v e d -------------------------------------------------------------------------------- . Dublin . Minerva Park . Obetz . Westerville . Marble Cliff . Downtown . Worthington . Riverle(s)a . Short North . Upper Arlington . Grove City . Valley View . Grandview . Powell . German Village . Bexley . Gahanna . Columbus (Eastside)* . Hilliard . Groveport -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Cable System Cable Channel Subscribers -------------------------------------------------------------------------------- Coaxial 6 80,000 -------------------------------------------------------------------------------- C o m m u n i t i e s S e r v e d -------------------------------------------------------------------------------- . Columbus . Center Village . Pickerington . Canal Winchester . Lithopolis . Reynoldsburg . Brice . Lockbourne . Westerville . Gahanna . New Albany . Whitehall -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Cable System Cable Channel Subscribers -------------------------------------------------------------------------------- Continental Cablevision 13 21,700 -------------------------------------------------------------------------------- C o m m u n i t i e s S e r v e d -------------------------------------------------------------------------------- . Baltimore . Pleasantville . Thurston . Millersport . Ashville . Circleville . South Bloomfield . Bremen . Carroll . Lancaster . Sugar Grove . Pataskals . Stoutsville -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Cable System Cable Channel Subscribers -------------------------------------------------------------------------------- Dimension Cable 13 14,900 -------------------------------------------------------------------------------- C o m m u n i t i e s S e r v e d -------------------------------------------------------------------------------- . Anderson Station . Greenland . Kinnikinnik . Andersonville . Londonderry . Massieville . Chillicothe . Oakland . North Fork Village . Pleasant Valley . Slate Mills . Yellowbud . Amanda . Tarlton -------------------------------------------------------------------------------- Exhibit F

EXHIBIT G SCHEDULE OF LIENS 1. Promissory Note in original face amount of $1,475,000, dated March 18, 1994 from Licensee to Triplett & Associates, Inc. (Triplett) 2. Mortgage from Licensee to Triplett dated March 18, 1994 covering certain real property located in Green, Ross County, Ohio 3. Security Agreement between Seller and Triplett, dated March 18, 1994

Exhibit 10.(j) Outlet Communications,Inc. James G. Babb Chairman,President Chief Executive Officer ------------------------------------------------------------------------------- 23 Kenney Drive Cranston Rhode Island 02920-4489 (401) 455-9250 Fax:(401) 455-9216 FOR IMMEDIATE RELEASE --------------------- Contact: James G. Babb, Outlet Chairman, President and CEO 401/455-9250 OUTLET COMMUNICATIONS TO EXPLORE STRATEGIC ALTERNATIVES Cranston, RI, March 21,1995-Outlet Communications, Inc. (NASDAQ:OCOMA) announced today that its Board of Directors has retained Goldman, Sachs & Co. as financial advisor to help the Company explore strategic alternatives to enhance shareholder value, including a possible business combination, the sale of all or a portion of the Company, potential acquisitions or any other similar transactions. The Company said there can be no assurance that any transaction will result from the exploration process. Headquartered in Cranston, RI, the Company owns and operates two VHF television stations that are both NBC network affiliates: WCMH, serving the Columbus, OH market, and WJAR-TV, serving the Providence, RI-New Bedford, MA market. Outlet also owns a UHF station, WNCN-TV, acquired in August 1994, which will become the NBC affiliate for the Raleigh-Durham-Goldsboro- Fayetteville, NC market in the fall of 1995. Outlet also operates WWHO-TV, Chillicothe, OH, under a local marketing agreement. WWHO-TV became an affiliate of The WB Television Network in January 1995. ##

<TABLE> <S> <C>

<ARTICLE> 5 <MULTIPLIER> 1,000 <S> <C> <PERIOD-TYPE> YEAR <FISCAL-YEAR-END> DEC-31-1994 <PERIOD-END> DEC-31-1994 <CASH> 7,840 <SECURITIES> 0 <RECEIVABLES> 13,640 <ALLOWANCES> 321 <INVENTORY> 0 <CURRENT-ASSETS> 26,001 <PP&E> 22,517 <DEPRECIATION> 27,115 <TOTAL-ASSETS> 129,928 <CURRENT-LIABILITIES> 23,426 <BONDS> 75,000 <COMMON> 10 <PREFERRED-MANDATORY> 0 <PREFERRED> 0 <OTHER-SE> 16,394 <TOTAL-LIABILITY-AND-EQUITY> 129,928 <SALES> 0 <TOTAL-REVENUES> 59,442 <CGS> 0 <TOTAL-COSTS> 39,267 <OTHER-EXPENSES> 896 <LOSS-PROVISION> 0 <INTEREST-EXPENSE> 8,467 <INCOME-PRETAX> 11,229 <INCOME-TAX> 660 <INCOME-CONTINUING> 10,569 <DISCONTINUED> 0 <EXTRAORDINARY> 0 <CHANGES> 0 <NET-INCOME> 10,569 <EPS-PRIMARY> 10.57 <EPS-DILUTED> 10.57 </TABLE>