<PAGE>   1

                                                                   Exhibit 10.3














                  SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT


                                  BY AND AMONG


                            SUNRISE TELEVISION CORP.


                                      AND


                HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.,
                             HM3 COINVESTORS, L.P.
                                      AND
                         CHASE EQUITY ASSOCIATES, L.P.
                                 AS PURCHASERS





                         DATED AS OF DECEMBER 30, 1999










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<TABLE>
                                               TABLE OF CONTENTS


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<S>               <C>                                                                                  <C>

ARTICLE I         DEFINITIONS AND INTERPRETATION.........................................................1

         Section 1.01.     Definitions...................................................................1

         Section 1.02.     Interpretation...............................................................14

         Section 1.03.     Business Day Adjustment......................................................15

ARTICLE II        PURCHASE OF NOTES.....................................................................15

         Section 2.01.     Purchase of Notes and Warrants...............................................15

         Section 2.02.     Closing......................................................................16

         Section 2.03.     Mandatory Redemption.........................................................16

         Section 2.04.     Use of Proceeds..............................................................16

         Section 2.05.     Interest on the Notes........................................................16

         Section 2.06.     Receipt of Payments..........................................................17

         Section 2.07.     Application of Payments......................................................18

         Section 2.08.     Sharing of Payments..........................................................18

         Section 2.09.     Indemnity....................................................................18

         Section 2.10.     Access.......................................................................19

         Section 2.11.     Taxes........................................................................19

NOTES; RIGHTS OF HOLDERS OF NOTES.......................................................................20

         Section 3.01.     Issue of Notes...............................................................20

         Section 3.02.     Purchase and Issuance of the Notes...........................................20

         Section 3.03.     Subordination of Liabilities.................................................21

ARTICLE IV        REPRESENTATIONS AND WARRANTIES........................................................22

         Section 4.01.     Representations, Warranties and Agreements of the Company....................22

         Section 4.02.     Representations and Warranties of the Purchasers.............................28

ARTICLE V         CONDITIONS PRECEDENT TO CLOSING.......................................................29

         Section 5.01.     Conditions Precedent to the Closing..........................................29

         Section 5.02.     Conditions Precedent to Obligations of the Company...........................30

ARTICLE VI        COVENANTS.............................................................................30

         Section 6.01.     Notices of Material Events...................................................31

         Section 6.02.     Compliance with Laws.........................................................31

         Section 6.03.     Use of Proceeds..............................................................31

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                                                  (CONTINUED)


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<S>               <C>                                                                                  <C>


         Section 6.04.     Limitation on Restricted Payments............................................31

         Section 6.05.     Corporate Existence..........................................................31

         Section 6.06.     Payment of Taxes and Other Claims............................................32

         Section 6.07.     Maintenance of Properties and Insurance......................................32

         Section 6.08.     Compliance with Laws.........................................................32

         Section 6.09.     Reports......................................................................32

         Section 6.10.     Limitations on Transactions with Affiliates..................................33

         Section 6.11.     Limitation on Incurrence of Additional Indebtedness and Issuance
                           of Disqualified Capital Stock................................................33

         Section 6.12.     Limitation on Dividend and Other Payment Restrictions Affecting
                           Subsidiaries.................................................................33

         Section 6.13.     Limitation on Asset Sales....................................................34

         Section 6.14.     Limitation on Asset Swaps....................................................35

         Section 6.15.     FCC Compliance...............................................................35

         Section 6.16.     Merger, Consolidation and Sale of Assets.....................................35

         Section 6.17.     Successor Corporation Substituted............................................36

ARTICLE VII       EVENTS OF DEFAULTS....................................................................36

         Section 7.01.     Actions after Default........................................................36

         Section 7.02.     Events of Default............................................................36

         Section 7.03.     Notice of Events.............................................................37

ARTICLE VIII      INDEMNITY.............................................................................37

         Section 8.01.     Indemnity....................................................................37

                  (a)      Indemnification by the Company...............................................37

                  (b)      Indemnification by the Purchasers............................................38

                  (c)      Procedure....................................................................39

         Section 8.02.     Contribution.................................................................40

ARTICLE IX        MISCELLANEOUS.........................................................................40

         Section 9.01.     Notices......................................................................40

         Section 9.02.     Expenses.....................................................................41

         Section 9.03.     Governing Law, Submission to Jurisdiction: Venue.............................41

</TABLE>


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                                                  (CONTINUED)


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         Section 9.04.     Judgment.....................................................................42

         Section 9.05.     Benefit of Agreement.........................................................43

         Section 9.06.     Assignments..................................................................43

         Section 9.07.     Amendment....................................................................43

         Section 9.08.     Counterparts; Integration....................................................43

         Section 9.09.     Remedies and Waivers.........................................................43

         Section 9.10.     Severability.................................................................43

         Section 9.11.     WAIVER OF JURY TRIAL.........................................................43

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                              SENIOR SUBORDINATED
                            NOTE PURCHASE AGREEMENT


                  SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT dated as of
December 30, 1999, by and among SUNRISE TELEVISION CORP., a Delaware
corporation (the "Company"), HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P., a
Delaware limited partnership, HM3 COINVESTORS, L.P., a Delaware limited
partnership and CHASE EQUITY ASSOCIATES, L.P., a Delaware limited partnership
(collectively, the "Purchasers" and individually, each a "Purchaser").

                  In consideration of the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

                  Section 1.01. Definitions. Wherever used in this Agreement,
unless the context otherwise requires, the following terms have the meanings
indicated (such meanings to be equally applicable to both the singular and the
plural form of the terms defined):

                  "Acquired Indebtedness" means Indebtedness of a Person or any
         of its Subsidiaries existing at the time such Person becomes a
         Subsidiary of the Company or at the time it merges or consolidates
         with the Company or any of its Subsidiaries or assumed in connection
         with the acquisition of assets from such Person and not incurred by
         such Person in connection with, or in anticipation or contemplation
         of, such Person becoming a Subsidiary of the Company or such
         acquisition, merger or consolidation.

                  "Affiliate" means a Person who, directly or indirectly,
         through one or more intermediaries, controls, or is controlled by, or
         is under common control with, the Company. The term "control" means
         the possession, directly or indirectly, of the power to direct or
         cause the direction of the management and policies of a Person,
         whether through the ownership of voting securities, by contract or
         otherwise.

                  "Affiliate Transaction" has the meaning provided therefor in
         Section 6.10.

                  "Asset Acquisition" means (i) an Investment by the Company or
         any Subsidiary of the Company in any other Person pursuant to which
         such Person shall become a Subsidiary of the Company or shall be
         consolidated or merged with the Company or any Subsidiary of the
         Company or (ii) the acquisition by the Company or any Subsidiary of
         the Company of assets of any Person comprising a division or line of
         business of such Person.

                  "Asset Sale" means any direct or indirect sale, issuance,
         conveyance, transfer, lease (other than operating leases entered into
         in the ordinary course of business),



<PAGE>   6

         assignment or other transfer for value by the Company or any of its
         Subsidiaries (excluding any Sale and Leaseback Transaction or any
         pledge of assets or stock by the Company or any of its Subsidiaries)
         to any Person other than the Company or a Wholly Owned Subsidiary of
         the Company of (i) any Capital Stock of any Subsidiary of the Company
         or (ii) any other property or assets of the Company or any Subsidiary
         of the Company other than in the ordinary course of business;
         provided, however, that for purposes of Section 6.13, Asset Sales
         shall not include (a) a transaction or series of related transactions
         in which the Company or its Subsidiaries receive aggregate
         consideration of less than $500,000, (b) transactions permitted under
         Section 6.14 or (c) transactions covered by Section 6.16.

                  "Asset Swap" means the execution of a definitive agreement,
         subject only to FCC approval, if applicable, and other customary
         closing conditions, that the Company in good faith believes will be
         satisfied, for a substantially concurrent purchase and sale, or
         exchange, of Productive Assets between the Company or any of its
         Subsidiaries and another Person or group of affiliated Persons;
         provided that any amendment to or waiver of any closing condition that
         individually or in the aggregate is material to the Asset Swap shall
         be deemed to be a new Asset Swap.

                  "Board of Directors" means, with respect to any Person, the
         Board of Directors (or any other equivalent governing body) of such
         Person or any committee of the Board of Directors of such Person duly
         authorized, with respect to any particular matter, to exercise the
         power of the Board of Directors of such Person.

                  "Business Day" means a day when banks are open for business
         in New York, New York.

                  "Capital Stock" means (i) with respect to any Person that is
         a corporation, any and all shares, interests, participations or other
         equivalents (however designated) of capital stock of such Person and
         (ii) with respect to any Person that is not a corporation, any and all
         partnership or other equity interests of such Person.

                  "Capitalized Lease Obligation" means, as to any Person, the
         obligation of such Person to pay rent or other amounts under a lease
         to which such Person is a party that is required to be classified and
         accounted for as a capital lease obligation under GAAP, and for
         purposes of this definition, the amount of such obligation at any date
         shall be the capitalized amount of such obligation at such date,
         determined in accordance with GAAP.

                  "Cash Equivalents" means (i) marketable direct obligations
         issued by, or unconditionally guaranteed by, the United States
         Government or issued by any agency thereof and backed by the full
         faith and credit of the United States, in each case maturing within
         one year from the date of acquisition thereof; (ii) marketable direct
         obligations issued by any state of the United States of America or any
         political subdivision of any such state or any public instrumentality
         thereof maturing within one year from the date of acquisition thereof
         and, at the time of acquisition, having one of the two highest ratings



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<PAGE>   7

         obtainable from either Standard & Poor's Ratings Services, a division
         of the McGraw Hill Companies, Inc. or Moody's Investors Service, Inc.;
         (iii) commercial paper maturing no more than one year from the date of
         creation thereof and, at the time of acquisition, having a rating of
         at least A-I from Standard & Poor's Services, a division of the McGraw
         Hill Companies, Inc. or at least P-I from Moody's Investors Service,
         Inc.; (iv) certificates of deposit or bankers' acceptances maturing
         within one year from the date of acquisition thereof issued by any
         commercial bank organized under the laws of the United States of
         America or any state thereof or the District of Columbia or any U.S.
         branch of a foreign bank having at the date of acquisition thereof
         combined capital and surplus of not less than $200,000,000; (v)
         repurchase obligations with a term of not more than seven days for
         underlying securities of the types described in clause (i) above
         entered into with any bank meeting the qualifications specified in
         clause (iv) above; and (vi) investments in money market funds that
         invest substantially all their assets in securities of the types
         described in clauses (i) through (v) above.

                  "Change of Control" means the occurrence of one or more of
         the following events: (i) any sale, lease, exchange or other transfer
         (in one transaction or a series of related transactions) of all or
         substantially all of the assets of the Company to any Person or group
         of related Persons for purposes of Section 13(d) of the Exchange Act
         (a "Group") (whether or not otherwise in compliance with the
         provisions of this Agreement), other than to Hicks Muse, any of its
         Affiliates, officers and directors or Robert N. Smith or any of his
         Affiliates (the "Permitted Holders"); or (ii) a majority of the board
         of directors of the Company shall consist of Persons who are not
         Continuing Directors; or (iii) the acquisition by any Person or Group
         (other than the Permitted Holders or any direct or indirect Subsidiary
         of any Permitted Holder) of the power, directly or indirectly, to vote
         or direct the voting of securities having more than 50% of the
         ordinary voting power for the election of directors of the Company.

                  "Closing" has the meaning provided therefor in Section 2.02.

                  "Closing Date" has the meaning provided therefor in Section
         2.02.

                  "Commission" means the Securities and Exchange Commission.

                  "Commodity Agreement" means any commodity futures contract,
         commodity option or other similar agreement or arrangement entered
         into by the Company or any of its Subsidiaries designed to protect the
         Company or any of its Subsidiaries against fluctuations in the price
         of commodities actually used in the ordinary course of business of the
         Company and its Subsidiaries.

                  "Communications Act" has the meaning provided therefor in
         Section 4.01(e).

                  "Company" has the meaning provided therefor in the
         introductory paragraph.

                  "Consolidated Cash Flow" means, with respect to any Person,
         for any period, the sum (without duplication) of (i) Consolidated Net
         Income and (ii) to the extent



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         Consolidated Net Income has been reduced thereby, (A) all income taxes
         of such Person and its Subsidiaries paid or accrued in accordance with
         GAAP for such period (other than income taxes attributable to
         extraordinary or non-recurring gains or losses), (B) Consolidated
         Interest Expense and (C) Consolidated Non-Cash Charges, all as
         determined on a consolidated basis for such Person and its
         Subsidiaries in conformity with GAAP.

                  "Consolidated Interest Expense" means, with respect to any
         Person for any period, without duplication, the sum of (i) the
         interest expense of such Person and its Subsidiaries for such period
         as determined on a consolidated basis in accordance with GAAP,
         including (a) any amortization of debt discount, (b) the net cost
         under Interest Swap Obligations (including any amortization of
         discounts), (c) the interest portion of any deferred payment
         obligation, (d) all commissions, discounts and other fees and charges
         owed with respect to letters of credit, bankers' acceptance financing
         or similar facilities, and (e) all accrued interest and (ii) the
         interest component of Capitalized Lease Obligations paid or accrued by
         such Person and its Subsidiaries during such period as determined on a
         consolidated basis in accordance with GAAP.

                  "Consolidated Net Income" of any Person means, for any
         period, the aggregate net income (or loss) of such Person and its
         Subsidiaries for such period on a consolidated basis, determined in
         accordance with GAAP; provided, however, that there shall be excluded
         therefrom, without duplication, (a) gains and losses from Asset Sales
         (without regard to the $500,000 limitation set forth in the definition
         thereof) or abandonments or reserves relating thereto and the related
         tax effects, (b) items classified as extraordinary or non-recurring
         gains and losses, and the related tax effects according to GAAP, (c)
         the net income (or loss) of any Person acquired in a pooling of
         interests transaction accrued prior to the date it becomes a
         Subsidiary of such first-referred-to Person or is merged or
         consolidated with it or any of its Subsidiaries, (d) the net income of
         any Subsidiary to the extent that the declaration of dividends or
         similar distributions by that Subsidiary of that income is restricted
         by contract, operation of law or otherwise, and (e) the net income of
         any Person, other than a Subsidiary, except to the extent of the
         lesser of (x) dividends or distributions paid to such
         first-referred-to Person or its Subsidiary by such Person and (y) the
         net income of such Person (but in no event less than zero), and the
         net loss of such Person shall be included only to the extent of the
         aggregate Investment of the first-referred-to Person or a consolidated
         Subsidiary of such Person and any non-cash expenses attributable to
         grants or exercises of employee stock options.

                  "Consolidated Non-Cash Charges" means, with respect to any
         Person for any period, the aggregate depreciation, amortization and
         other non-cash expenses of such Person and its Subsidiaries (excluding
         any such charges constituting an extraordinary or non-recurring item)
         reducing Consolidated Net Income of such Person and its Subsidiaries
         for such period, determined on a consolidated basis in accordance with
         GAAP.

                  "Continuing Director" means, as of the date of determination,
         any Person who (i) was a member of the Board of Directors of the
         Company on the Closing Date, (ii) was



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         nominated for election or elected to the board of directors of the
         Company with the affirmative vote of a majority of the Continuing
         Directors who were members of such board of directors at the time of
         such nomination or election or (iii) is a representative of a
         Permitted Holder.

                  "Credit Agreement" means the Amended and Restated Credit
         Agreement, dated as of July 2, 1998, among STC, the Company, The Chase
         Manhattan Bank, as administrative agent, NationsBank, N.A., as
         documentation agent, Salomon Brothers Holding Company Inc., as
         syndication agent, and any other financial institutions from time to
         time party thereto, together with the related documents thereto
         (including any guarantee agreements and security documents), in each
         case as such agreements have been or may be amended (including any
         amendment and restatement thereof), supplemented or otherwise modified
         from time to time, including any agreement extending the maturity of,
         refinancing, replacing or otherwise restructuring (including by way of
         adding Subsidiaries of the Company as additional borrowers or
         guarantors thereunder) all or any portion of the Indebtedness under
         such agreement or any successor or replacement agreement and whether
         by the same or any other agent, lender or group of lenders (or other
         institutions).

                  "Currency Agreement" means any foreign exchange contract,
         currency swap agreement or other similar agreement or arrangement
         designed to protect the Company or any of its Subsidiaries against
         fluctuations in currency values.

                  "Default" means an event or condition that would constitute
         an Event of Default but for the requirement that notice be given or
         time elapse or both.

                  "Disqualified Capital Stock" means any Capital Stock that, by
         its terms (or by the terms of any security into which it is
         convertible or for which it is exchangeable), or upon the happening of
         any event, matures (excluding any maturity as the result of an
         optional redemption by the issuer thereof) or is mandatorily
         redeemable, pursuant to a sinking fund obligation or otherwise, or is
         redeemable at the sole option of the holder thereof (except, in each
         case, upon the occurrence of a Change of Control), in whole or in
         part, on or prior to the final maturity date of the Notes.

                  "DOJ" has the meaning provided therefor in Section 4.01(e).

                  "Dollars" and the sign "$" means the lawful currency of the
         United States of America.

                  "Event of Default" means any one of the events specified in
         Section 7.02.

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



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<PAGE>   10

                  "FCC" means the United States Federal Communications
         Commission or any similar agency having jurisdiction over the
         purchase, sale and operation of broadcast licenses and related assets.

                  "Financial Monitoring and Oversight Agreements" means,
         collectively, the Monitoring and Oversight Agreement among the
         Company, STC and Hicks Muse Partners, as in effect on the Closing
         Date, and the Financial Advisory Agreement among the Company, STC and
         Hicks Muse Partners, as in effect on the Closing Date.

                  "FTC" has the meaning set forth in Section 4.01(e).

                  "GAAP" means generally accepted accounting principles as in
         effect in the United States of America as of the Closing Date.

                  "Governmental Authority" means the government of the United
         States of America, any other nation or any political subdivision
         thereof, whether state or local, and any agency, authority,
         instrumentality, regulatory body, court, central bank or other entity
         exercising executive, legislative, judicial, taxing, regulatory or
         administrative powers or functions of or pertaining to government.

                  "Hicks Muse" means Hicks, Muse, Tate & Furst Incorporated, a
         Delaware corporation.

                  "Hicks Muse Partners" means Hicks, Muse & Co. Partners, L.P.,
         a Texas limited partnership.

                  "Indebtedness" means with respect to any Person, without
         duplication, any liability of such Person (i) for borrowed money, (ii)
         evidenced by bonds, debentures, notes or other similar instruments,
         (iii) constituting Capitalized Lease Obligations, (iv) incurred or
         assumed as the deferred purchase price of property, or pursuant to
         conditional sale obligations and title retention agreements (but
         excluding trade accounts payable arising in the ordinary course of
         business), (v) for the reimbursement of any obligor on any letter of
         credit, banker's acceptance or similar credit transaction, (vi) for
         Indebtedness of others guaranteed by such Person, (vii) for Interest
         Swap Obligations, Commodity Agreements and Currency Agreements and
         (viii) for Indebtedness of any other Person of the type referred to in
         clauses (i) through (vii) which is secured by any Lien on any property
         or asset of such first-referred-to Person, the amount of such
         Indebtedness being deemed to be the lesser of the value of such
         property or asset or the amount of the Indebtedness so secured. The
         amount of Indebtedness of any Person at any date shall be the
         outstanding principal amount of all unconditional obligations
         described above, as such amount would be reflected on a balance sheet
         prepared in accordance with GAAP, and the maximum liability at such
         date of such Person for any contingent obligations described above.

                  "Indenture" means the Indenture in respect of the STC Senior
         Subordinated Notes, dated as of March 25, 1997, as in effect on the
         date hereof, between STC, on the



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         one hand, and U.S. Trust Company of Texas, N.A., or its successor, as
         trustee, on the other hand.

                  "Interest Payment Date" has the meaning provided therefor in
         Section 2.05(a).

                  "Interest Rate Agreement" means any interest rate swap
         agreement, interest rate cap agreement, interest rate collar
         agreement, interest rate futures contract, interest rate option
         contract or other similar arrangement or agreement to which the
         Company or any of its Subsidiaries is party, designed to protect the
         Company and its Subsidiaries against fluctuations in interest rates.

                  "Interest Swap Obligations" means the obligations of any
         Person under any Interest Rate Agreement.

                  "Investment" means (i) any transfer or delivery of cash,
         stock or other property of value in exchange for Indebtedness, stock
         or other security or ownership interest in any Person by way of loan,
         advance, capital contribution, guarantee or otherwise and (ii) an
         investment deemed to have been made by the Company at the time any
         entity which was a Subsidiary of the Company ceases to be such a
         Subsidiary in an amount equal to the value of the loans and advances
         made to, and any remaining ownership interest in, such entity
         immediately following such entity ceasing to be a Subsidiary of the
         Company. The amount of any non-cash Investment shall be the fair
         market value of such Investment, as determined conclusively in good
         faith by management of the Company unless the fair market value of
         such Investment exceeds $1,000,000, in which case the fair market
         value shall be determined conclusively in good faith by the Board of
         Directors of the Company at the time such Investment is made.

                  "Leverage Ratio" shall mean the ratio of (i) the aggregate
         outstanding amount of Indebtedness of STC and its Subsidiaries as of
         the date of calculation on a consolidated basis in accordance with
         GAAP plus the aggregate liquidation preference of all outstanding
         Disqualified Capital Stock of STC to (ii) the Consolidated Cash Flow
         of the STCs for the four full fiscal quarters (the "Four Quarter
         Period") ending on or prior to the date of determination.

                  For purposes of this definition, the aggregate outstanding
         principal amount of Indebtedness of the Person and its Subsidiaries
         for which such calculation is made shall be determined on a pro forma
         basis as if the Indebtedness giving rise to the need to perform such
         calculation had been incurred and the proceeds therefrom had been
         applied, and all other transactions in respect of which such
         Indebtedness is being incurred had occurred, on the last day of the
         Four Quarter Period. In addition to the foregoing, for purposes of
         this definition, "Consolidated Cash Flow" shall be calculated on a pro
         forma basis after giving effect to (i) the incurrence of the
         Indebtedness of such Person and its Subsidiaries (and the application
         of the proceeds therefrom) giving rise to the need to make such
         calculation and any incurrence (and the application of the proceeds
         therefrom) or repayment of other Indebtedness, other than the
         incurrence or repayment of Indebtedness pursuant to working capital
         facilities, at any time subsequent to the



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<PAGE>   12

         beginning of the Four Quarter Period and on or prior to the date of
         determination, as if such incurrence (and the application of the
         proceeds thereof), or the repayment, as the case may be, occurred on
         the first day of the Four Quarter Period, (ii) any Asset Sales or
         Asset Acquisitions (including any Asset Acquisition giving rise to the
         need to make such calculation as a result of such Person or one of its
         Subsidiaries (including any Person that becomes a Subsidiary as a
         result of such Asset Acquisition) incurring, assuming or otherwise
         becoming liable for Indebtedness) at any time on or subsequent to the
         first day of the Four Quarter Period and on or prior to the date of
         determination, as if such Asset Sale or Asset Acquisition (including
         the incurrence, assumption or liability for any such Indebtedness and
         also including any Consolidated Cash Flow associated with such Asset
         Acquisition) occurred on the first day of the Four Quarter Period and
         (iii) cost savings resulting from employee terminations, facilities
         consolidations and closings, standardization of employee benefits and
         compensation practices, consolidation of property, casualty and other
         insurance coverage and policies, standardization of sales
         representation commissions and other contract rates, and reductions in
         taxes other than income taxes (collectively, "Cost Savings Measures"),
         which cost savings the Company reasonably believes in good faith could
         have been achieved during the Four Quarter Period as a result of such
         Asset Acquisition (regardless of whether such cost savings could then
         be reflected in pro forma financial statements under GAAP, Regulation
         S-X promulgated by the Commission or any other regulation or policy of
         the Commission), less the amount of any additional expenses that the
         Company reasonably estimates would result from anticipated
         replacements of any items constituting Cost Savings Measures in
         connection with such Asset Acquisition; provided, however, that both
         (A) such cost savings and Cost Savings Measures were identified and
         such cost savings were quantified in an officer's certificate
         delivered to the Purchasers at the time of the consummation of the
         Asset Acquisition and (B) with respect to each Asset Acquisition
         completed prior to the 90th day preceding such date of determination,
         actions were commenced or initiated by the Company within 90 days of
         such Asset Acquisition to effect the Cost Savings Measures identified
         in such officer's certificate (regardless, however, of whether the
         corresponding cost savings have been achieved). Furthermore, in
         calculating "Consolidated Interest Expense" for purposes of the
         calculation of "Consolidated Cash Flow," (i) interest on Indebtedness
         determined on a fluctuating basis as of the date of determination
         (including Indebtedness actually incurred on the date of the
         transaction giving rise to the need to calculate the Leverage Ratio)
         and which will continue to be so determined thereafter shall be deemed
         to have accrued at a fixed rate per annum, equal to the rate of
         interest on such Indebtedness as in effect on the date of
         determination and (ii) notwithstanding (i) above, interest determined
         on a fluctuating basis, to the extent such interest is covered by
         Interest Swap Obligations, shall be deemed to accrue at the rate per
         annum resulting after giving effect to the operation of such
         agreements.

                  "Lien" means any lien, mortgage, deed of trust, pledge,
         security interest, charge or encumbrance of any kind (including any
         conditional sale or other title retention agreement, any lease in the
         nature thereof and any agreement to give any security interest).



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<PAGE>   13

                  "License" has the meaning provided therefor in Section
         4.01(j).

                  "Loan Documents" shall mean this Agreement, the Notes, the
         Warrants and all other agreements, instruments, documents and
         certificates, including pledges, powers of attorney, consents,
         assignments, contracts, notices, and all other written matter whether
         heretofore, now or hereafter executed by or on behalf of Company, and
         delivered to the Purchasers, in their capacities as purchasers of the
         Notes hereunder, in connection with this Agreement or the transactions
         contemplated hereby.

                  "Market Effect" has the meaning provided therefor in Section
         5.01(i).

                  "Material Adverse Change" has the meaning provided therefor
         in Section 5.01(j).

                  "Material Adverse Effect" has the meaning provided therefor
         in Section 4.01(a).

                  "Maximum Lawful Rate" has the meaning provided therefor in
         Section 2.05(d).

                  "Net Cash Proceeds" means, with respect to any Asset Sale,
         the proceeds in the form of cash or Cash Equivalents (including
         payments in respect of deferred payment obligations when received in
         the form of cash or Cash Equivalents) received by the Company or any
         of its Subsidiaries from such Asset Sale net of (i) reasonable
         out-of-pocket expenses and fees relating to such Asset Sale (including
         legal, accounting and investment banking fees and sales commissions,
         recording fees, title insurance premiums, appraiser's fees and costs
         reasonably incurred in preparation of any asset or property for sale),
         (ii) taxes paid or reasonably estimated to be payable (calculated
         based on the combined state, federal and foreign statutory tax rates
         applicable to the Company or the Subsidiary engaged in such Asset
         Sale) and (iii) repayment of Indebtedness secured by assets subject to
         such Asset Sale; provided, however, that if the instrument or
         agreement governing such Asset Sale requires the transferor to
         maintain a portion of the purchase price in escrow (whether as a
         reserve for adjustment of the purchase price or otherwise) or to
         indemnify the transferee for specified liabilities in a maximum
         specified amount, the portion of the cash or Cash Equivalents that is
         actually placed in escrow or segregated and set aside by the
         transferor for such indemnification obligation shall not be deemed to
         be Net Cash Proceeds until the escrow terminates or the transferor
         ceases to segregate and set aside such funds, in whole or in part, and
         then only to the extent of the proceeds released from escrow to the
         transferor or that are no longer segregated and set aside by the
         transferor.

                  "Notes" has the meaning provided therefor in Section 2.01.

                  "Obligations" shall mean all amounts owing by the Company to
         the Purchasers and any of their assignees pursuant hereto or the
         Notes, including all principal, interest, fees, expenses, attorney's
         fees and any other sum chargeable to the Company under any of the Loan
         Documents.

                  "Other Taxes" has the meaning provided therefore in Section
         2.11(b).



                                       9
<PAGE>   14

                  "Permitted Holder" has the meaning provided therefor in the
         definition of "Change of Control."

                  "Permitted Indebtedness" means, without duplication, (i)
         Indebtedness outstanding on the Closing Date; (ii) Indebtedness of the
         Company or a Subsidiary incurred under the Credit Agreement in an
         aggregate principal amount at any time outstanding not to exceed (a)
         the sum of the aggregate commitments pursuant to the Credit Agreement
         as in effect on Closing Date and (b) any Incremental Term Loans (as
         defined in the Credit Agreement) after the Closing Date; (iii)
         Indebtedness evidenced by or arising under the STC Senior Subordinated
         Notes and the Indenture; (iv) Interest Swap Obligations; provided,
         however that such Interest Swap Obligations are entered into to
         protect the Company and its Subsidiaries from fluctuations in interest
         rates of its Indebtedness; (v) additional Indebtedness of the Company
         or any of its Subsidiaries not to exceed $10,000,000 in principal
         amount outstanding at any time (which amount may, but need not, be
         incurred under the Credit Agreement); (vi) Refinancing Indebtedness;
         (vii) Indebtedness owed by the Company to any Wholly Owned Subsidiary
         of the Company or by any Subsidiary of the Company to the Company or
         any Wholly Owned Subsidiary of the Company; (viii) guarantees by
         Subsidiaries of any Indebtedness permitted to be incurred pursuant to
         the Indenture; (ix) Indebtedness in respect of performance bonds,
         bankers' acceptances and surety or appeal bonds provided by the
         Company or any of its Subsidiaries to their customers in the ordinary
         course of their business; (x) Indebtedness arising from agreements
         providing for indemnification, adjustment of purchase price or similar
         obligations, or from guarantees or letters of credit, surety bonds or
         performance bonds securing any obligations of the Company or any of
         its Subsidiaries pursuant to such agreements, in each case incurred in
         connection with the disposition of any business assets or Subsidiaries
         of the Company (other than guarantees of Indebtedness or other
         obligations incurred by any Person acquiring all or any portion of
         such business assets or Subsidiaries of the Company for the purpose of
         financing such acquisition) in a principal amount not to exceed the
         gross proceeds actually received by the Company or any of its
         Subsidiaries in connection with such disposition; provided, however,
         that the principal amount of any Indebtedness incurred pursuant to
         this clause (x), when taken together with all Indebtedness incurred
         pursuant to this clause (x) and then outstanding, shall not exceed
         $7,500,000; and (xi) Indebtedness represented by Capitalized Lease
         Obligations, mortgage financings or purchase money obligations, in
         each case incurred for the purpose of financing all or any part of the
         purchase price or cost of construction or improvement of property used
         in a related business or incurred to refinance any such purchase price
         or cost of construction or improvement, in each case incurred no later
         than 365 days after the date of such acquisition or the date of
         completion of such construction or improvement; provided, however,
         that the principal amount of any Indebtedness incurred pursuant to
         this clause (xi) shall not exceed $3,000,000 at any time outstanding.
         Notwithstanding anything to the contrary contained in this definition,
         any Indebtedness permitted hereunder shall be permitted to the extent
         and only to the extent it is also permitted under the terms of the
         Credit Agreement and the Indenture.



                                      10
<PAGE>   15

                  "Permitted Investments" means (i) Investments by the Company
         or any Subsidiary of the Company to acquire the stock or assets of any
         Person (or Acquired Indebtedness acquired in connection with a
         transaction in which such Person becomes a Subsidiary of the Company)
         engaged in the broadcast business or businesses reasonably related
         thereto; provided, however, that if any such Investment or series of
         related Investments involves an Investment by the Company in excess of
         $5,000,000, the Company is able, at the time of such investment and
         immediately after giving effect thereto, to incur at least $1.00 of
         additional Indebtedness (other than Permitted Indebtedness) in
         compliance with Section 6.11), (ii) Investments received by the
         Company or its Subsidiaries as consideration for a sale of assets,
         (iii) Investments by the Company or any Wholly Owned Subsidiary of the
         Company in any Wholly Owned Subsidiary of the Company (whether
         existing on the Closing Date or created thereafter) or any Person that
         after such Investments, and as a result thereof, becomes a Wholly
         Owned Subsidiary of the Company and Investments in the Company by any
         Wholly Owned Subsidiary of the Company, (iv) Investments in cash and
         Cash Equivalents, (v) Investments in securities of trade creditors,
         wholesalers or customers received pursuant to any plan of
         reorganization or similar arrangement, (vi) loans or advances to
         employees of the Company or any Subsidiary thereof for purposes of
         purchasing the Company's Capital Stock and other loans and advances to
         employees made in the ordinary course of business consistent with past
         practices of the Company or such Subsidiary, and (vii) additional
         Investments in an aggregate amount not to exceed $1,000,000 at any
         time outstanding. Notwithstanding anything to the contrary contained
         in this definition, any Investment permitted hereunder shall be
         permitted to the extent and only to the extent it is also permitted
         under the terms of the Credit Agreement and the Indenture.

                  "Person" means shall mean any individual, corporation,
         company, limited liability company, voluntary association,
         partnership, joint venture, trust, unincorporated organization or
         government or any agency, instrumentality or political subdivision
         thereof, or any other form of entity.

                  "Preferred Stock" of any Person means any Capital Stock of
         such Person that has preferential rights to any other Capital Stock of
         such Person with respect to dividends or redemptions or upon
         liquidation.

                  "Preferred Stock Series A" means the 14% Redeemable Preferred
         Stock of STC, par value $.01.

                  "Preferred Stock Series B" means the Preferred Stock, Series
         B of STC, par value $.01.

                  "Productive Assets" means assets of a kind used or usable by
         the Company and its Subsidiaries in broadcast businesses or businesses
         reasonably related thereto, and specifically includes assets acquired
         through Asset Acquisitions.



                                      11
<PAGE>   16

                  "pro forma" means, unless otherwise provided herein, with
         respect to any calculation made or required to be made pursuant to the
         terms of this Agreement, a calculation in accordance with Article II
         of Regulation S-X promulgated under the Securities Act.

                  "Purchasers" has the meaning provided therefor in the
         introductory paragraph.

                  "Qualified Capital Stock" means any Capital Stock that is not
         Disqualified Capital Stock.

                  "Refinancing Indebtedness" means any refinancing by the
         Company or its Subsidiaries of Indebtedness of the Company or any of
         its Subsidiaries incurred in accordance with Section 6.11 (other than
         pursuant to clause (iii) or (iv) of the definition of Permitted
         Indebtedness) that does not (i) result in an increase in the aggregate
         principal amount of Indebtedness (such principal amount to include,
         for purposes of this definition, any premiums, penalties or accrued
         interest paid with the proceeds of the Refinancing Indebtedness) of
         such Person or (ii) create Indebtedness with (A) a Weighted Average
         Life to Maturity that is less than the Weighted Average Life to
         Maturity of the Indebtedness being refinanced or (B) a final maturity
         earlier than the final maturity of the Indebtedness being refinanced.

                  "Representative" has the meaning provided therefor in Section
         3.03(a)(i).

                  "Restricted Payment" means (i) the declaration or payment of
         any dividend or the making of any other distribution (other than
         dividends or distributions payable in Qualified Capital Stock or in
         options, rights or warrants to acquire Qualified Capital Stock) on
         shares of the Company's or STC's Capital Stock, (ii) the purchase,
         redemption, retirement or other acquisition for value of any Capital
         Stock of the Company or STC, or any warrants, rights or options to
         acquire shares of Capital Stock of the Company or STC, other than
         through the exchange of such Capital Stock or any warrants, rights or
         options to acquire shares of any class of such Capital Stock for
         Qualified Capital Stock or warrants, rights or options to acquire
         Qualified Capital Stock, (iii) the making of any principal payment on,
         or the purchase, defeasance, redemption, prepayment, decrease or other
         acquisition or retirement for value, prior to any scheduled final
         maturity, scheduled repayment or scheduled sinking fund payment, of,
         any Indebtedness of the Company or its Subsidiaries that is
         subordinated or junior in right of payment to the STC Senior
         Subordinated Notes or (iv) the making of any Investment (other than a
         Permitted Investment).

                  "SAC" means Smith Acquisition Company, a Delaware
         corporation.

                  "Sale/Leaseback Transaction" means an arrangement relating to
         property now owned or hereafter acquired whereby the Company or a
         Subsidiary transfers such property to a Person and the Company or a
         Subsidiary leases it from such Person.



                                      12
<PAGE>   17

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

                  "Senior Indebtedness" means, with respect to any Person, (i)
         all Indebtedness of such Person outstanding under the Credit Agreement
         and all Interest Swap Obligations with respect thereto, (ii) any other
         Indebtedness of such Person permitted to be issued under the terms of
         this Agreement, provided, however, that Senior Indebtedness shall not
         include any Indebtedness which by the terms of the instrument creating
         or evidencing the same is on parity with or is subordinated or junior
         in right of payment in any respect to any other Indebtedness such
         Person or its Subsidiaries or Affiliates and (iii) all obligations
         with respect to the foregoing. Notwithstanding anything to the
         contrary contained herein, Senior Indebtedness will not include (i)
         any liability for federal, state, local, foreign or other taxes, (ii)
         any Indebtedness of any such Person to any of its Subsidiaries or
         other Affiliates, (iii) any accounts payable or trade liabilities
         arising in the ordinary course of business (including guarantees
         thereof or instruments evidencing such liabilities), (iv) any
         Indebtedness that is incurred in violation of the terms of this
         Agreement, (v) Indebtedness of the Person to any shareholder of such
         Person, (vi) Indebtedness to, or guaranteed by the Person or any of
         its Subsidiaries for the benefit of, any director, officer or employee
         of the Person or any Subsidiary of the Person (including, without
         limitation, amounts owed for compensation), (vii) Capital Stock of
         such Person and Indebtedness represented by Disqualified Capital
         Stock, (viii) Indebtedness which, when incurred and without respect to
         any election under Section 1111(b) of Title 11, United States Code, is
         without recourse to such Person and (ix) any Indebtedness or
         obligation which is subordinated in right of payment to any other
         Indebtedness or obligation of such Person.

                  "Significant Subsidiary" means for any Person each Subsidiary
         of such Person which (i) for the most recent fiscal year of such
         Person accounted for more than 5% of the consolidated net income of
         such Person or (ii) as at the end of such fiscal year, was the owner
         of more than 5% of the consolidated assets of such Person.

                  "STC" means STC Broadcasting, Inc., a Delaware corporation.

                  "STC Senior Subordinated Notes" means STC's 11% Senior
         Subordinated Notes due 2007.

                  "Subsidiary" with respect to any Person, means (i) any
         corporation of which the outstanding Capital Stock having at least a
         majority of the votes entitled to be cast in the election of directors
         under ordinary circumstances shall at the time be owned, directly or
         indirectly, through one or more intermediaries, by such Person or (ii)
         any other Person of which at least a majority of the voting interest
         under ordinary circumstances is at the time, directly or indirectly,
         through one or more intermediaries, owned by such Person; provided,
         however, that notwithstanding the foregoing, SAC shall be deemed to be
         a "Subsidiary" of the Company. Notwithstanding anything in this
         Agreement to the contrary, all references to the Company and its
         consolidated Subsidiaries or to financial information prepared on a
         consolidated basis in accordance with GAAP shall be deemed



                                      13
<PAGE>   18

         to include the Company and its Subsidiaries as to which financial
         statements are prepared on a combined basis in accordance with GAAP
         and to financial information prepared on such a combined basis.
         Notwithstanding anything in this Agreement to the contrary, an
         Unrestricted Subsidiary shall not be deemed to be a Subsidiary for
         purposes of this Agreement.

                  "Taxes" has the meaning provided therefor in Section 2.11(a).

                  "Unrestricted Subsidiary" means a Subsidiary of the Company
         created after the Closing Date and so designated by a resolution
         adopted by the Board of Directors of the Company; provided, however,
         that (a) neither the Company nor any of its other Subsidiaries (other
         than Unrestricted Subsidiaries) (1) provides any credit support for
         any Indebtedness of such Subsidiary (including any undertaking,
         agreement or instrument evidencing such Indebtedness) or (2) is
         directly or indirectly liable for any Indebtedness of such Subsidiary
         and (b) at the time of designation of such Subsidiary, such Subsidiary
         has no property or assets (other than de minimis assets resulting from
         the initial capitalization of such Subsidiary). The Board of Directors
         may designate any Unrestricted Subsidiary to be a Subsidiary;
         provided, however, that immediately after giving effect to such
         designation (x) the Company could incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) in compliance with
         Section 6.11 hereof and (y) no Default or Event of Default shall have
         occurred and be continuing.

                  "Weighted Average Life to Maturity" means, when applied to
         any Indebtedness at any date, the number of years obtained by dividing
         (a) the then outstanding aggregate principal amount of such
         Indebtedness into (b) the total of the product obtained by multiplying
         (i) the amount of each then remaining installment, sinking fund,
         serial maturity or other required payment of principal, including
         payment at final maturity, in respect thereof, by (ii) the number of
         years (calculated to the nearest one-twelfth) which will elapse
         between such date and the making of such payment.

                  "Wholly Owned Subsidiary" of any Person means any Subsidiary
         of such Person of which all the outstanding voting securities (other
         than directors' qualifying shares) which normally have the right to
         vote in the election of directors are owned by such Person or any
         Wholly Owned Subsidiary of such Person; provided, however, that
         "Wholly Owned Subsidiary" shall also include any Subsidiary of which
         in excess of 95% of the common equity securities are owned by the
         Company or another Wholly Owned Subsidiary and which is organized for
         the purpose of facilitating the acquisition of any broadcasting
         business that, but for the formation of such Person, the Company and
         its Restricted Subsidiaries could not acquire under applicable laws
         related to the ownership of broadcast businesses.

                  Section 1.02. Interpretation. In this Agreement, unless the
 context otherwise requires:

                  (a) headings and underlinings are for convenience only and do
         not affect the interpretation of this Agreement;



                                      14
<PAGE>   19

                  (b) words importing the singular include the plural and vice
         versa, and the word "including" shall mean "including, without
         limitation" unless the context otherwise requires;

                  (c) an expression importing a natural Person includes any
         company, partnership, trust, joint venture, association, corporation
         or other body corporate and any Governmental Authority or agency;

                  (d) a reference to a Section, party, Exhibit, Annex or
         Schedule is a reference to that Section of, or that party, Exhibit,
         Annex or Schedule to, this Agreement;

                  (e) a reference to a document includes an amendment or
         supplement to, or replacement or novation of, that document but
         disregarding any amendment, supplement, replacement or novation made
         in breach of this Agreement; and

                  (f) a reference to a party to any document includes that
         party's successors and permitted assigns.

                  Section 1.03. Business Day Adjustment. Where the day on or by
which a payment is due to be made is not a Business Day, that payment shall be
done on or by the next succeeding Business Day.

                                  ARTICLE II
                               PURCHASE OF NOTES

                  Section 2.01. Purchase of Notes and Warrants.

                  (a) The Company agrees to sell and, subject to the terms and
         conditions set forth herein and in reliance on the representations and
         warranties of the Company contained or incorporated herein, the
         Purchasers agrees to purchase, the Notes and the Warrants for an
         aggregate purchase price of $25,000,000 for the Notes and the
         Warrants.

                  (b) On or before the Closing Date, the Company will have
         authorized the issuance and sale to the Purchasers, in the respective
         amounts set forth on Schedule 2.01, of $25,000,000 aggregate principal
         amount of its Senior Notes due December 29, 2008 (the "Notes"), to be
         substantially in the form attached hereto as Exhibit A.

                  (c) On or before the Closing Date, the Company will have
         authorized the issuance and sale to the Purchasers, in the respective
         amounts set forth on Schedule 2.01, of Stock Purchase Warrants of the
         Company (the "Warrants"), to be substantially in the form attached
         hereto as Exhibit B.

                  (d) The Notes and the Warrants shall include such notations,
         legends or endorsements set forth thereon or required by law. The
         Notes will be in the principal amount of $1,000,000 (except in the
         case of any redemption following which the aggregate principal amount
         remaining is less than $1,000,000) or integral multiples of



                                      15
<PAGE>   20

         $1,000,000 in excess thereof. Each Note shall be dated the date of its
         issuance. The aggregate principal amount of the Notes outstanding at
         any one time may not exceed $25,000,000, except to the extent interest
         is added to the principal of any Note in accordance with the
         provisions thereof. The terms and provisions contained in the Notes
         shall constitute, and are hereby expressly made, a part of this
         Agreement and, to the extent applicable, the Company, by its execution
         and delivery of this agreement, expressly agrees to such terms and
         provisions and to be bound thereby.

                  (e) On or before thirty (30) days after the Closing Date, the
         Company and the Purchasers shall endeavor in good faith to allocate
         valuations for the purchase price of the Notes and the Warrants in
         accordance with the rules and regulations of the Internal Revenue
         Service. The Company and the Purchasers hereby agree that all tax
         returns filed by the Company and the Purchasers shall be consistent in
         all material respects with such allocations, including for purposes of
         Section 1271 et al. of the Internal Revenue Code of 1986, as amended.

                  Section 2.02. Closing. The closing of the purchase and sale
of the Notes (the "Closing") shall take place upon the satisfaction or waiver
of the conditions set forth in Article V hereof or such date and time as shall
be mutually agreed to by the parties hereto (the "Closing Date") at the offices
of Weil, Gotshal & Manges LLP, 100 Crescent Court, Suite 1300, Dallas, Texas,
or such other place as shall be mutually agreed to by the parties hereto. On
the Closing Date, the Company will deliver to the Purchasers the Notes payable
to the Purchaser against delivery by the Purchaser of the purchase price
therefor by wire transfer of funds to the account of the Company.

                  Section 2.03. Mandatory Redemption. Upon the occurrence of a
Change of Control, the Purchaser, by written notice to the Company within
thirty (30) days of the occurrence thereof, may require the Company to redeem
all or a portion of the Notes for a price equal to the outstanding principal
amount thereof, together with a payment of all accrued and unpaid interest on
the amount being prepaid through the date of prepayment. the Company shall give
the Purchaser written notice of the occurrence of a Change of Control within
ten (10) days after the occurrence thereof.

                  Section 2.04. Use of Proceeds. The Company shall use the
proceeds of the purchase price hereunder to purchase $25,000,000 aggregate
liquidation value of Preferred Stock Series B.

                  Section 2.05. Interest on the Notes.

                  (a) The Company shall pay interest to the Purchasers,
         quarterly in arrears on the last day of each March, June, September
         and December, commencing on March 31, 2000 (each, an "Interest Payment
         Date"), at a rate equal to fourteen percent (14.00%) per annum, based
         on a year of 360 days for the actual number of days elapsed, and based
         on the amounts outstanding from time to time under the Notes;
         provided, however, that on any Interest Payment Date prior to March
         31, 2002, in lieu of the payment in whole of accrued and unpaid
         interest in cash, such interest shall be accrued



                                      16
<PAGE>   21

         (in which case, interest shall also be payable on any accrued interest
         until paid) and added to the principal amount then outstanding on the
         Notes.

                  (b) If any payment on the Notes becomes due and payable on a
         day other than a Business Day, the maturity thereof shall be extended
         to the next succeeding Business Day and, with respect to payments of
         principal, interest thereon shall be payable at the then applicable
         rate during such extension.

                  (c) So long as any Event of Default shall have occurred and
         be continuing, the interest rate applicable to the Notes shall be
         increased by 2% per annum above the rate otherwise applicable.

                  (d) Notwithstanding anything to the contrary set forth in
         this Section 2.05, if at any time until payment in full of the Notes,
         the interest rate payable thereon exceeds the highest rate of interest
         permissible under any law which a court of competent jurisdiction
         shall, in a final determination, deem applicable hereto (the "Maximum
         Lawful Rate"), then in such event and so long as the Maximum Lawful
         Rate would be so exceeded, the rate of interest payable on the Notes
         shall be equal to the Maximum Lawful Rate; provided, however, that if
         at any time thereafter the interest rate payable thereon is less than
         the Maximum Lawful Rate, the Company shall continue to pay interest
         thereunder at the Maximum Lawful Rate until such time as the total
         interest received by the Purchaser is equal to the total interest
         which it would have received had the interest rate on the Notes been
         (but for the operation of this paragraph) the interest rate payable
         since the Closing Date. Thereafter, the interest rate payable shall be
         the stated interest rate unless and until such rate again exceeds the
         Maximum Lawful Rate, in which event this paragraph shall again apply.
         In no event shall the total interest received by the Purchaser
         pursuant to the terms hereof exceed the amount which it could lawfully
         have received had the interest due hereunder been calculated for the
         full term hereof at the Maximum Lawful Rate. In the event the Maximum
         Lawful Rate is calculated pursuant to this paragraph, such interest
         shall be calculated at a daily rate equal to the Maximum Lawful Rate
         divided by the number of days in the year in which such calculation is
         made. In the event that a court of competent jurisdiction,
         notwithstanding the provisions of this Section 2.05(d), shall make a
         final determination that the Purchaser has received interest hereunder
         or under any of the Loan Documents in excess of the Maximum Lawful
         Rate, the Purchaser shall, to the extent permitted by applicable law,
         promptly apply such excess first to any interest due and not yet paid
         under the Notes, then to the outstanding principal of the Notes, then
         to other unpaid Obligations and thereafter shall refund any excess to
         the Company or as a court of competent jurisdiction may otherwise
         order.

                  Section 2.06. Receipt of Payments. The Company shall make
each payment under the Notes not later than 2:00 P.M. (New York City time) on
the day when due in Dollars in immediately available funds to the applicable
Purchaser's depository bank in the United States as designated by such
Purchaser from time to time for deposit in such Purchaser's depositary account.
For purposes only of computing interest under the Notes, all payments shall be
applied



                                      17
<PAGE>   22

by the Purchaser to the Notes on the day payment is credited by the Purchaser's
depository bank to the Purchaser's account in immediately available funds.

                  Section 2.07. Application of Payments. The Company
irrevocably waives the right to direct the application of any and all payments
at any time or times hereafter received by the Purchaser from or on behalf of
the Company pursuant to the terms of this Agreement, and the Company
irrevocably agrees that the Purchaser shall have the continuing exclusive right
to apply any and all such payments against the then due and payable Obligations
of the Company and in repayment of the Notes as it may deem advisable. In the
absence of a specific determination by the Purchaser with respect thereto, the
same shall be applied in the following order: (i) then due and payable fees and
expenses; (ii) then due and payable interest payments on the Notes; and (iii)
then due and payable principal payments on the Notes.

                  Section 2.08. Sharing of Payments. If any holder of a Note or
a portion thereof shall obtain any payment (whether voluntary, involuntary,
through the exercise of any right of set-off, or otherwise) on account of the
Notes held by it in excess of its ratable share of payments on account of the
Notes held by all holders thereof, such holder shall forthwith purchase from
each other holder such participations in the Notes held by it as shall be
necessary to cause such purchasing holder to share the excess payment ratably
with each other holder; provided, however, that if all or any portion of such
excess payment is thereafter recovered from such purchasing holder, such
purchase shall be rescinded and such holder shall repay to the purchasing
holder the purchase price to the extent of such recovery together with an
amount equal to such holder's ratable share (according to the proportion of (i)
the amount of such holder's required repayment to (ii) the total amount so
recovered from the purchasing holder) of any interest or other amount paid or
payable by the purchasing holder in respect of the total amount so recovered.
The Company agrees that any holder so purchasing a participation from another
holder pursuant to this Section 2.08 may, to the fullest extent permitted by
law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such holder were the direct
creditor of the Company in the amount of such participation. The Company
further agrees to make all payments on the Notes to all holders thereof on a
pro rata basis, based on the principal amount of the Notes held by each.

                  Section 2.09. Indemnity.

                  (a) The Company shall indemnify and hold each Purchaser and
         each of its officers, directors and Affiliates harmless from and
         against any and all suits, actions, proceedings, claims, damages,
         losses, liabilities and expenses (including reasonable attorneys' fees
         and disbursements, including those incurred upon any appeal) which may
         be instituted or asserted against or incurred by such Purchaser or
         such other indemnified person as the result of such Purchaser having
         entered into this Agreement or any of the other Loan Documents or
         purchased the Notes hereunder or relating to or arising out of any
         untrue representation, breach of warranty or failure to perform any
         covenants or agreement by the Company contained herein or in any Loan
         Document or otherwise relating to or arising out of the transactions
         contemplated hereby; provided, however, that the Company shall not be
         liable for such indemnification to such indemnified Person to the
         extent that any such suit, action, proceeding, claim, damage,



                                      18
<PAGE>   23

         loss, liability or expense results from such indemnified Person's
         gross negligence or willful misconduct.

                  (b) Each Purchaser shall indemnify and hold the Company and
         each of its officers, directors and Affiliates harmless from and
         against any and all suits, actions, proceedings, claims, damages,
         losses, liabilities and expenses (including reasonable attorneys' fees
         and disbursements, including those incurred upon any appeal) which may
         be instituted or asserted against or incurred by the Company or such
         other indemnified person as the result of the Company having entered
         into this Agreement or any of the other Loan Documents or issued the
         Notes hereunder or relating to or arising out of any untrue
         representation, breach of warranty or failure to perform any covenants
         or agreement by such Purchaser contained herein or in any Loan
         Document or otherwise relating to or arising out of the transactions
         contemplated hereby; provided, however, that no Purchaser shall be
         liable for such indemnification to such indemnified Person to the
         extent that any such suit, action, proceeding, claim, damage, loss,
         liability or expense results from such indemnified Person's gross
         negligence or willful misconduct.

                  Section 2.10. Access. Each Purchaser and any of its officers,
employees and/or agents shall have the right, exercisable as frequently as it
determines to be appropriate, during normal business hours, to visit and
inspect the properties and facilities of the Company and its Subsidiaries and
to inspect, audit and make extracts from all of the Company's and its
Subsidiaries' records, files, corporate books and books of account and to
discuss the affairs, finances and accounts of the Company and its Subsidiaries
with the principal officers of the Company and its Subsidiaries, all at such
reasonable times, upon reasonable notice and as often as the Purchaser may
reasonably request. The Company shall deliver any document or instrument
reasonably necessary for such Purchaser, as it may request, to obtain records
from any service bureau maintaining records for the Company or its
Subsidiaries. The Company shall instruct its and its Subsidiaries' banking and
other financial institutions to make available to each Purchaser such
information and records as it may reasonably request.

                  Section 2.11. Taxes.

                  (a) Any and all payments by the Company hereunder or under
         the Notes shall be made, in accordance with this Section 2.11, free
         and clear of and without deduction for any and all present or future
         taxes, levies, imposts, deductions, charges or withholdings, and all
         liabilities with respect thereto, excluding taxes imposed on or
         measured by the net income of any Purchaser, by the jurisdiction under
         the laws of which it is organized or any political subdivision thereof
         (all such non-excluded taxes, levies, imposts, deductions, charges,
         withholdings and liabilities being hereinafter referred to as
         "Taxes"). If the Company shall be required by law to deduct any Taxes
         from or in respect of any sum payable hereunder or under the Notes to
         any Purchaser, (i) the sum payable thereunder shall be increased as
         may be necessary so that after making all required deductions
         (including deductions applicable to additional sums payable under this
         Section 2.11) each Purchaser receives an amount equal to the sum it
         would have received had no such deductions been made, (ii) the Company
         shall make such



                                      19
<PAGE>   24

         deductions, and (iii) the Company shall pay the full amount deducted
         to the relevant taxing or other authority in accordance with
         applicable law.

                  (b) In addition, the Company agrees to pay any present or
         future stamp or documentary taxes or any other sales, transfer,
         exercise, mortgage recording or property taxes, charges or similar
         levies that arise from any payment made hereunder or under the Notes
         or from the execution, sale, transfer, delivery or registration of, or
         otherwise with respect to, any of the Loan Documents ("Other Taxes").

                  (c) The Company shall indemnify each Purchaser for the full
         amount of Taxes or Other Taxes (including any Taxes or Other Taxes
         imposed by any jurisdiction on amounts payable under this Section
         2.11) paid by such Purchaser and any liability (including penalties,
         interest and expenses) arising therefrom or with respect thereto,
         whether or not such Taxes or Other Taxes were correctly or legally
         asserted. This indemnification shall be made within thirty days from
         the date the applicable Purchaser makes written demand therefor.

                  (d) Within thirty days after the date of any payment of
         Taxes, the Company shall furnish to the applicable Purchaser the
         original or a certified copy of a receipt evidencing payment thereof.

                  (e) Without prejudice to the survival of any other agreement
         of the Company hereunder, the agreements and obligations of the
         Company contained in this Section 2.11 shall survive the payment in
         full of the Notes.

                                  ARTICLE III
                    ISSUE OF NOTES; PURCHASE AND ISSUANCE OF
                       NOTES; RIGHTS OF HOLDERS OF NOTES

                  Section 3.01. Issue of Notes. The Company has authorized the
issuance of up to $25,000,000 in principal amount of the Notes. The Notes will
be offered and issued to the Purchasers without being registered under the
Securities Act.

                  Section 3.02. Purchase and Issuance of the Notes.

                  (a) Subject to the terms and conditions herein set forth, the
         Company agrees that it will sell to each of the Purchasers, severally
         and not jointly, and each of the Purchasers, severally and not
         jointly, agrees that it will purchase from the Company at the Closing
         the principal amount of the Notes set forth opposite the name of such
         Purchaser on Schedule I hereto; provided, however, that all such
         issuances of the Notes shall not result in issued Notes in a principal
         amount of more than $25,000,000.

                  (b) Delivery of the Notes to be purchased by the Purchasers
         pursuant to this Agreement shall be made at the Closing by the Company
         delivering certificates representing the Notes to the Purchasers.



                                      20
<PAGE>   25

                  Section 3.03. Subordination of Liabilities. The Company, for
itself, its successors and assigns, covenants and agrees, and the Purchasers,
by their acceptance of the Notes likewise covenant and agree, that the payment
of the principal of, and interest on, and all other amounts owing in respect
of, the Notes are hereby expressly subordinated, to the extent and in the
manner hereinafter set forth, to the prior payment in full of all Senior
Indebtedness.

                  (a) Nonpayment.

                           (i) Upon the maturity of any Senior Indebtedness
                  (including interest thereon or fees or any other amounts
                  owing in respect thereof), whether at stated maturity, by
                  acceleration or otherwise, all principal thereof and premium,
                  if any, and interest thereon and fees and any other amounts
                  owing in respect thereof (including interest payable in
                  respect of any of the foregoing subsequent to the
                  commencement of any proceeding against or with respect to the
                  Company under the Bankruptcy Code, 11 U.S.C. ss. 101 et.
                  seq.), in each case to the extent due and owing, shall first
                  be paid in full, or such payment duly provided for in cash or
                  in a manner satisfactory to the holder or holders of such
                  Senior Indebtedness, before any further payment is made on
                  account of the principal of (including installments thereof),
                  or interest on, or any amount otherwise owing in respect of,
                  the Notes.

                           (ii) In the event that notwithstanding the
                  provisions of the preceding clause (i), the Company shall
                  make any payment on account of the principal of, or interest
                  on, or amounts otherwise owing in respect of, the Notes, any
                  amounts received in cash in respect thereof shall not be
                  applied by the holder thereof to such Note but shall be held
                  by such holder in trust for the benefit of, and shall be paid
                  forthwith over and delivered to, the holders of Senior
                  Indebtedness or their agent, representative or the trustee
                  under the indenture or other agreement pursuant to which any
                  instruments evidencing any Senior Indebtedness may have been
                  issued (each, a "Representative"), as their respective
                  interests may appear, for application pro rata to the payment
                  of all Senior Indebtedness remaining unpaid to the extent
                  necessary to pay all Senior Indebtedness in full in
                  accordance with the terms of such Senior Indebtedness, after
                  giving effect to any concurrent payment or distribution to or
                  for the benefit of the holders of Senior Indebtedness;
                  provided that, any such payment of the Company shall be
                  applied solely to Senior Indebtedness of the Company.

                  (b) Dissolution, Liquidation or Reorganization. Upon any
         payment or distribution of assets of the Company (other than payments
         consisting of shares of Preferred Stock or nonvoting Capital Stock or
         other securities issued by the Company) upon any dissolution, winding
         up, liquidation or reorganization of the Company (whether in
         bankruptcy, insolvency or receivership proceedings or upon an
         assignment for the benefit of creditors or otherwise):

                           (i) the holders of all Senior Indebtedness shall
                  first be entitled to receive payment in full (or have such
                  payment duly provided for in cash or in a manner satisfactory
                  to the holder or holders of such Senior Indebtedness) of the



                                      21
<PAGE>   26

                  principal thereof, premium, if any, and interest (including
                  post-petition interest) due thereon and fees and any other
                  amounts owing in respect thereof before the Purchasers are
                  entitled to receive any payment in cash on account of the
                  principal of, or interest on, or any other amount owing in
                  respect of, the Notes;

                           (ii) any payment or distribution of assets of the
                  Company of any kind or character, whether in cash, property
                  or securities to which the Purchasers would be entitled
                  except for the provisions of this Section 3.03 (other than
                  payments consisting of shares of Preferred Stock or nonvoting
                  Capital Stock or other securities issued by the Company),
                  shall be paid by the liquidating trustee or agent or other
                  Person making such payment or distribution, whether a trustee
                  in bankruptcy, a receiver or liquidating trustee or other
                  trustee or agent, directly to the holders of Senior
                  Indebtedness, or their Representative, to the extent
                  necessary to make payment in full of all Senior Indebtedness
                  remaining unpaid, after giving effect to any concurrent
                  payment or distribution to the holders of such Senior
                  Indebtedness; and

                           (iii) in the event that, notwithstanding the
                  foregoing provisions of this Section 3.03, any payment or
                  distribution of assets of the Company, of any kind or
                  character, whether in cash, property or securities, shall be
                  received by a Purchaser on account of principal or interest
                  on the Notes (other than payments consisting of shares of
                  Preferred Stock or nonvoting Capital Stock or other
                  securities issued by the Company) before all Senior
                  Indebtedness is paid in full, or provision made for its
                  payment in full satisfactory to the holder or holders of such
                  Senior Indebtedness, such payment or distribution shall be
                  received and held in trust for and shall be paid over to the
                  holders of the Senior Indebtedness, as the case may be,
                  remaining unpaid or unprovided for or their Representatives,
                  for application to the payment of such Senior Indebtedness
                  until all such Senior Indebtedness shall have been paid in
                  full, after giving effect to any concurrent payment or
                  distribution to the holders of such Senior Indebtedness.

                  (c) Obligation Unconditional. Nothing contained in this
         Section 3.03 or in the Notes is intended to or shall impair, as
         between the Purchasers and the Company, the obligation of the Company,
         which is absolute and unconditional, to pay to the Purchasers the
         principal of, and interest on, the Notes as and when the same shall
         become due and payable in accordance with their terms. In the event
         that by virtue of this Section 3.03, any amounts paid or payable to
         the Purchasers in respect of the Notes shall instead be paid to the
         holders of the Senior Indebtedness, the Purchasers shall be subrogated
         to the rights of the holders of such Senior Indebtedness.

                                  ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  Section 4.01. Representations, Warranties and Agreements of
the Company. The Company represents and warrants to, and agrees with, the
several Purchasers that:



                                      22
<PAGE>   27

                  (a) The Company and each of its Subsidiaries have been duly
         incorporated and are validly existing as corporations in good standing
         under the laws of their respective jurisdictions of incorporation, are
         duly qualified to do business and are in good standing, as foreign
         corporations in each jurisdiction in which their respective ownership
         or lease of property or the conduct of their respective businesses
         requires such qualification, and have all power and authority
         necessary to own or hold their respective properties and to conduct
         the businesses in which they are engaged, except where the failure to
         so qualify or have such power or authority would not, singularly or in
         the aggregate, have a material adverse effect on the condition
         (financial or otherwise), results of operations, business or prospects
         of the Company and its Subsidiaries taken as a whole (a "Material
         Adverse Effect").

                  (b) The authorized capital stock of the Company consists of
         1,000,000 shares of common stock, $0.01 par value per share, of which
         891,589.16 shares are issued and outstanding; all of the outstanding
         shares of capital stock of the Company are duly and validly authorized
         and issued and fully paid and nonassessable. All of the outstanding
         shares of capital stock of each Subsidiary of the Company (and, in the
         case of SAC, 100% of the nonvoting stock) have been duly and validly
         authorized and issued, are fully paid and non-assessable and are owned
         directly or indirectly by the Company, free and clear of any Lien,
         charge, encumbrance, security interest, restriction upon voting
         (except for SAC) or transfer or any other claim of any third party
         (other than Liens and security interests created pursuant to the
         Credit Agreement, the Indenture or applicable law) and restrictions on
         transfer imposed by the FCC requirements.

                  (c) The Company has all requisite corporate power and
         authority to execute and deliver this Agreement and the other Loan
         Documents and to perform its obligations hereunder and thereunder.

                  (d) The Loan Documents have been duly authorized, executed
         and delivered by the Company and constitute valid and legally binding
         agreements of the Company, enforceable against the Company in
         accordance with their respective terms, except (i) to the extent that
         such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium and other similar laws
         affecting creditors' rights generally and by general equitable
         principles (whether considered in a proceeding in equity or at law)
         and (ii) to the extent that the enforceability of rights to
         indemnification and contribution thereunder may be limited by federal
         or state securities laws or regulations or the public policy
         underlying such laws or regulations.

                  (e) The execution, delivery and performance by the Company of
         each of the Loan Documents, the issuance, sale and delivery of the
         Notes by the Company and compliance by the Company with the terms
         thereof and the consummation by the Company and its Subsidiaries of
         the transactions contemplated by the Loan Documents do not and will
         not conflict with or result in a breach or violation of any of the
         terms or provisions of, or constitute a default under, or result in
         the creation or imposition of any Lien, charge or encumbrance upon any
         property or assets of the Company or any of its Subsidiaries pursuant
         to, any material indenture, mortgage, deed of trust, loan agreement



                                      23
<PAGE>   28

         or other material agreement or instrument to which the Company or any
         of its Subsidiaries is a party or by which the Company or any of its
         Subsidiaries is bound or to which any of the property or assets of the
         Company or any of its Subsidiaries is subject, except for any such
         conflict, breach, violation, default, Lien, charge or encumbrance that
         could not, singly or in the aggregate, reasonably be expected to have
         a Material Adverse Effect; nor will such actions result in any
         violation of the provisions of the charter or bylaws of the Company or
         any of its Subsidiaries; or any statute or any order, rule or
         regulation (including the Communications Act of 1934, as amended (the
         "Communications Act"), and the rules and regulations of the FCC
         thereunder) of any court or arbitrator or governmental agency or body
         (including the FCC) having jurisdiction over the Company or any of its
         Subsidiaries or any of their properties or assets, except for any such
         conflict, breach, violation, default, Lien, charge or encumbrance that
         could not, singly or in the aggregate, reasonably be expected to have
         a Material Adverse Effect; and no consent, approval, authorization or
         order of, or filing or registration with, any such court or arbitrator
         or governmental agency or body (including the FCC, the Federal Trade
         Commission (the "FTC") and the Department of Justice (the "DOJ")) is
         required for the execution, delivery and performance by the Company of
         each of the Loan Documents, the issuance, sale and delivery of the
         Notes and compliance by the Company with the terms thereof and the
         consummation of the transactions contemplated by the Loan Documents,
         except for such consents, approvals, authorizations, filings,
         registrations or qualifications (i) that have been obtained or made
         prior to the Closing Date, and (ii) that from time to time, the
         Company or its Subsidiaries may be required to obtain from or make
         with the FCC in the ordinary course of business.

                  (f) The audited financial statements (including the related
         notes) for the year ended December 31, 1998 previously delivered to
         the Purchasers have been prepared in conformity with generally
         accepted accounting principles consistently applied throughout the
         periods covered thereby and fairly present in all material respects
         the financial condition and the results of operations and cash flows
         of the entities purported to be covered thereby for the respective
         periods indicated except as otherwise disclosed therein. The unaudited
         financial statements for the eleven months ended November 30, 1999
         previously delivered to the Purchasers fairly present in all material
         respects the financial condition and the results of operations and
         cash flows of the entities purported to be covered thereby for the
         respective periods indicated except as otherwise disclosed therein.

                  (g) Except as described on Schedule 4.01(g) hereto, there are
         no legal or governmental proceedings (including before or by the FCC,
         the FTC or the DOJ) pending to which the Company or any of its
         Subsidiaries is a party or of which any property or assets of the
         Company or any of its Subsidiaries or affiliates is the subject which,
         singularly or in the aggregate, if determined adversely to the Company
         or any of its Subsidiaries or affiliates, could reasonably be expected
         to have a Material Adverse Effect; and to the best knowledge of the
         Company, no such proceedings are threatened or contemplated by
         governmental authorities or threatened by others.



                                      24
<PAGE>   29

                  (h) No injunction, restraining order or order of any nature
         by any federal or state court of competent jurisdiction has been
         issued with respect to the Company or any of its Subsidiaries which
         would prevent or suspend the issuance or sale of the Notes; no action,
         suit or proceeding is pending against or, to the best knowledge of the
         Company, threatened against or affecting the Company or any of its
         Subsidiaries before any court or arbitrator or any governmental
         agency, body or official, domestic or foreign, which could reasonably
         be expected to interfere with or adversely affect the issuance of the
         Notes or in any manner draw into question the validity or
         enforceability of any of the Loan Documents or any action taken or to
         be taken pursuant thereto.

                  (i) Neither the Company nor any of its Subsidiaries is (i) in
         violation of its charter or bylaws, (ii) in default in any material
         respect, and no event has occurred which, with notice or lapse of time
         or both, would constitute such a default, in the due performance or
         observance of any term, covenant or condition contained in any
         material indenture, mortgage, deed of trust, loan agreement or other
         material agreement or instrument to which it is a party or by which it
         is bound or to which any of its property or assets is subject or (iii)
         in violation in any material respect of any applicable law, ordinance,
         court decree, governmental rule or regulation (including the
         Communications Act and the rules and regulations of the FCC
         thereunder) to which it or its property or assets may be subject.

                  (j) The Company and each of its Subsidiaries possess all
         material licenses, orders, certificates, authorizations, approvals and
         permits issued by, and have made all declarations and filings with,
         the appropriate federal, state or foreign regulatory agencies or
         bodies (including the FCC and the DOJ) that are necessary for the
         ownership of their respective properties or the conduct of their
         respective businesses, except where the failure to possess or make the
         same would not, singularly or in the aggregate, have a Material
         Adverse Effect, and neither the Company nor any of its Subsidiaries
         has received notification of any revocation or modification of any
         such license, certificate, authorization or permit that is generally
         renewable in the ordinary course or has any reason to believe that any
         such license, certificate, authorization or permit will not be renewed
         in the ordinary course. The licenses issued with respect to the
         Company's and its Subsidiaries' television broadcast stations by the
         FCC (the "Licenses") are validly issued and in full force and effect
         with no restrictions or qualifications -------- (other than standard
         restrictions or qualifications usually on similar licenses) that
         would, singly or in the aggregate, have a Material Adverse Effect. No
         event has occurred that permits, or with notice or lapse of time or
         both would permit, and no legal governmental proceeding has been
         instituted or threatened that could cause, the revocation or
         termination of any of the Licenses or that might result in any other
         impairment or modification of the rights of the Company or any
         Subsidiary thereof that in any such case would, singly or in the
         aggregate, have a Material Adverse Effect. The Company has no reason
         to believe that any License issued by the FCC will not be renewed in
         the ordinary course.



                                      25
<PAGE>   30

                  (k) Neither the Company nor any of its Subsidiaries is an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended, and the rules and regulations thereunder.

                  (l) The Company and each of its Subsidiaries maintain a
         system of internal accounting controls sufficient to provide
         reasonable assurance that (i) transactions are executed in accordance
         with management's general or specific authorizations; (ii)
         transactions are recorded as necessary to permit preparation of
         financial statements in conformity with generally accepted accounting
         principles and to maintain asset accountability; (iii) access to
         assets is permitted only in accordance with management's general or
         specific authorization; and (iv) the recorded accountability for
         assets is compared with the existing assets at reasonable intervals
         and appropriate action is taken with respect to any differences.

                  (m) The Company and each of its Subsidiaries have insurance
         covering their respective properties, operations, personnel and
         businesses, which insurance is in amounts and insures against such
         losses and risks as are in the Company's opinion adequate to protect
         the Company and its Subsidiaries and their respective businesses.
         Neither the Company nor any of its Subsidiaries has received notice
         from any insurer or agent of such insurer that capital improvements or
         other expenditures are required or necessary to be made in order to
         continue such insurance.

                  (n) The Company and each of its Subsidiaries own or possess
         adequate rights to use all material patents, patent applications,
         trademarks, service marks, trade names, trademark registrations,
         service mark registrations, copyrights, licenses and know-how
         (including trade secrets and other unpatented and/or unpatentable
         proprietary or confidential information, systems or procedures)
         necessary for the conduct of their respective businesses; and the
         conduct of their respective businesses does not conflict in any
         material respect with, and the Company and its Subsidiaries have not
         received any notice of any claim of conflict with, any such rights of
         others.

                  (o) The Company and each of its Subsidiaries have good and
         marketable title in fee simple to, or have valid rights to lease or
         otherwise use, all items of real and personal property which are
         material to the business of the Company and its Subsidiaries, taken as
         a whole, in each case free and clear of all Liens, encumbrances and
         defects other than (i) Liens and encumbrances granted pursuant to the
         Credit Agreement and (ii) Liens, encumbrances and defects that do not
         materially interfere with the use made and proposed to be made of such
         property by the Company and its Subsidiaries or could not reasonably
         be expected to have a Material Adverse Effect.

                  (p) No labor disturbance by or dispute with the employees of
         the Company or any of its Subsidiaries exists or, to the best
         knowledge of the Company, is imminent, which could reasonably be
         expected to have a Material Adverse Effect.

                  (q) There has been no storage, generation, transportation,
         handling, treatment, disposal, discharge, emission or other release or
         threatened release of any kind of toxic or



                                      26
<PAGE>   31

         other wastes or other hazardous substances by, due to or caused by the
         Company or any of its Subsidiaries (or, to the best knowledge of the
         Company, any other entity (including any predecessor) for whose acts
         or omissions the Company or any of its Subsidiaries is or could
         reasonably be expected to be liable) upon any property now or
         previously owned or leased by the Company or any of its Subsidiaries,
         or upon any other property, in violation of any statute or any
         ordinance, rule, regulation, order, judgment, decree or permit or
         which would, under any statute or any ordinance, rule (including rule
         of common law), regulation, order, judgment, decree or permit, give
         rise to any liability except for any violation or liability which
         would not have, singularly or in the aggregate with all such
         violations and liabilities, a Material Adverse Effect; and there has
         been no disposal, discharge, emission or other release of any kind
         onto such property or into the environment surrounding such property
         of any toxic or other wastes or other hazardous substances with
         respect to which the Company has knowledge, except for any such
         disposal, discharge, emission or other release of any kind which would
         not have, singularly or in the aggregate with all such disposal,
         discharge, emission and other release, a Material Adverse Effect.

                  (r) On the Closing Date the Company and its Subsidiaries,
         taken as a whole (after giving effect to the issuance of the Notes),
         will be Solvent. As used in this paragraph, the term "Solvent" means,
         with respect to a particular date, that on such date (i) the aggregate
         fair value (or present fair saleable value) of the assets of the
         Company and its Subsidiaries, taken as a whole, is not less than their
         total existing debts and liabilities (including contingent
         liabilities) as they become absolute and matured in the normal course
         of business and (ii) the Company and its Subsidiaries, taken as a
         whole, do not have an unreasonably small amount of capital with which
         to conduct their businesses. In computing the amount of such
         contingent liabilities at any time, it is intended that such
         liabilities will be computed at the amount that, in the light of all
         the facts and circumstances existing at such time, represents the
         amount that can reasonably be expected to become an actual or matured
         liability.

                  (s) Except as described on Schedule 4.01(s) hereto, there are
         no outstanding subscriptions, rights, warrants, calls or options to
         acquire, or instruments convertible into or exchangeable for, or
         agreements or understandings with respect to the sale or issuance of,
         any shares of capital stock of or other equity or other ownership
         interest in the Company.

                  (t) None of the proceeds of the issuance of the Notes will be
         used, directly or indirectly, for the purpose of purchasing or
         carrying any margin security, for the purpose of reducing or retiring
         any indebtedness which was originally incurred to purchase or carry
         any margin security or for any other purpose which might cause any of
         the Notes to be considered a "purpose credit" within the meanings of
         Regulation T, U or X of the Board of Governors of the Federal Reserve
         System.

                  (u) Since November 30, 1999, (i) there has been no material
         adverse change or any development involving a prospective material
         adverse change in the condition, financial or otherwise, or in the
         earnings, business affairs, management or business



                                      27
<PAGE>   32

         prospects of the Company nor any of its Subsidiaries, whether or not
         arising in the ordinary course of business, (ii) neither the Company
         nor any of its Subsidiaries has incurred any liability or obligation,
         direct or contingent, other than in the ordinary course of business,
         which would, singly or in the aggregate, have a Material Adverse
         Effect, (iii) neither the Company nor any of its Subsidiaries has
         entered into any material transaction other than in the ordinary
         course of business and (iv) there has not been any change in the
         capital stock or long-term debt of the Company or any of its
         Subsidiaries, or any dividend or distribution of any kind declared,
         paid or made by the Company or any of its Subsidiaries on any class of
         its capital stock (other than dividends declared in respect of
         Preferred Stock, Series A).

                  Section 4.02. Representations and Warranties of the
Purchasers. Each Purchaser makes the following representations and warranties
to the Company, each and all of which shall survive the execution and delivery
of this Agreement and the Closing hereunder:

                  (a) Each Purchaser is purchasing the Notes for its own
         account, for investment purposes and not with a view to the
         distribution thereof. No Purchaser will, directly or indirectly,
         offer, transfer, sell, assign, pledge, hypothecate or otherwise
         dispose of any Note (or solicit any offers to buy, purchase, or
         otherwise acquire any Note), except in compliance with the Securities
         Act.

                  (b) Each Purchaser is an "accredited investor" (as that term
         is defined in Rule 501 of Regulation D under the Securities Act) and
         by reason of its business and financial experience, it has such
         knowledge, sophistication and experience in business and financial
         matters as to be capable of evaluating the merits and risks of the
         prospective investment, is able to bear the economic risk of such
         investment and is able to afford a complete loss of such investment.

                  (c) Each Purchaser is duly organized, validly existing and in
         good standing under the laws of the state of its organization.

                  (d) The execution, delivery and performance by each Purchaser
         of this Agreement and the other Loan Documents to be executed by it:
         (i) are within such Purchaser's legal power; (ii) have been duly
         authorized by all necessary legal action; (iii) are not in
         contravention of any provision of such Purchaser's organizational
         documents; and (iv) will not violate any law or regulation, or any
         order or decree of any court or governmental instrumentality binding
         on such Purchaser. This Agreement and the other Loan Documents to
         which such Purchaser is a party have each been duly executed and
         delivered by such Purchaser and constitute the legal, valid and
         binding obligations of such Purchaser, enforceable against it in
         accordance with their respective terms, subject to applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium and similar laws affecting creditors' rights and remedies
         generally, and subject, as to enforceability, to general principles of
         equity, including principles of commercial reasonableness, good faith
         and fair dealing (regardless of whether enforcement is sought in a
         proceeding at law or in equity).



                                      28
<PAGE>   33

                                   ARTICLE V
                        CONDITIONS PRECEDENT TO CLOSING

                  Section 5.01. Conditions Precedent to the Closing. The
obligation of the Purchasers to purchase the Notes to be purchased by them
hereunder on the Closing Date is subject to the satisfaction of the following
conditions:

                  (a) The representations and warranties made by the Company
         herein shall be true and correct in all material respects on and as of
         the Closing Date and the Company shall have complied in all material
         respects with all agreements as set forth in or contemplated hereunder
         and in the other Loan Documents, required to be performed by it at or
         prior to the Closing.

                  (b) As of the Closing Date, and after giving effect to the
         consummation of the transactions contemplated by this Agreement, there
         shall exist no Default or Event of Default.

                  (c) As to the Purchasers, the purchase of and payment for the
         Notes by the Purchasers hereunder (i) shall not be prohibited or
         enjoined (temporarily or permanently) by any applicable law or
         governmental regulation (including Regulation T, U or X of the Board
         of Governors of the Federal Reserve System), (ii) shall not subject
         the Purchasers to any penalty or other onerous condition under or
         pursuant to any applicable law or governmental regulation (provided,
         however, that such regulation, law or onerous condition was not in
         effect at the date of this Agreement), and (iii) shall be permitted by
         the laws and regulations of the jurisdictions to which they are
         subject.

                  (d) At the Closing, the Purchasers shall have received a
         certificate, dated the Closing Date, from the Company stating that the
         conditions specified in Sections 5.01(a), through (c) have been
         satisfied or duly waived as of the Closing Date.

                  (e) Each of the Loan Documents, except for this Agreement
         shall be substantially in the form attached hereto and the Loan
         Documents shall have been executed and delivered by all the respective
         parties thereto and shall be in full force and effect.

                  (f) All proceedings taken in connection with the issuance of
         the Notes and the transactions contemplated by this Agreement, the
         other Loan Documents and all documents and papers relating thereto
         shall be reasonably satisfactory to the Purchasers and their counsel.
         The Purchasers and their counsel shall have received copies of such
         papers and documents as they may reasonably request in connection
         therewith, all in form and substance reasonably satisfactory to them.

                  (g) All reasonable costs and fees due and owing and expenses
         (including reasonable legal fees and expenses) required to be paid to
         or on behalf of the Purchasers on or prior to the Closing Date
         pursuant to this Agreement and all fees and expenses



                                      29
<PAGE>   34

         payable to the Purchasers' counsel (in each case upon presentation of
         reasonable documentation therefor) shall have been paid.

                  (h) On or before the Closing Date, the Purchasers and their
         counsel shall have received such further documents, opinions,
         certificates and schedules or other instruments relating to the
         business, corporate, legal and financial affairs of the Company and
         its Subsidiaries as they may reasonably request.

                  (i) There shall not have occurred and be continuing (i) any
         general suspension of, or limitation on times or prices for, trading
         in securities on the New York Stock Exchange or American Stock
         Exchange or in the over-the-counter market in the United States or the
         establishment of minimum or maximum prices on any such exchange; (ii)
         a declaration of a banking moratorium or any suspension of payments in
         respect of the banks in the United States or the State of New York; or
         (iii) either (A) an outbreak or escalation of hostilities between the
         United States and any foreign power, (B) an outbreak or escalation of
         any insurrection or other armed conflict involving the United States
         or any other national or international calamity or emergency, or (C)
         any material disruption of or material adverse change in financial,
         banking or capital market (including high-yield market) conditions
         (collectively, a "Market Effect").

                  (j) There shall not have occurred a material adverse change
         or any development involving a prospective material adverse change in
         the condition, financial or otherwise, or in the earnings, business
         affairs, management or business prospects of the Company and its
         Subsidiaries taken as a whole, whether or not arising in the ordinary
         course of business (collectively, a "Material Adverse Change").

                  (k) The Credit Agreement shall have been amended to permit
         the issuance of the Notes, which such amendment shall be in form and
         substance satisfactory to the Purchasers.

                  Section 5.02. Conditions Precedent to Obligations of the
Company. The obligations of the Company to issue the Notes pursuant to this
Agreement are subject, at the Closing to the satisfaction of the following
conditions:

                  (a) The representations and warranties made by the Purchasers
         herein shall be true and correct in all material respects on and as of
         the Closing Date.

                  (b) The issuance of the Notes by the Company shall not be
         enjoined under the laws of any jurisdiction to which the Company is
         subject (temporarily or permanently).

                                  ARTICLE VI
                                   COVENANTS

                  The Company covenants and agrees with the Purchasers that:



                                      30
<PAGE>   35

                  Section 6.01. Notices of Material Events. The Company will
furnish to the Purchasers prompt written notice of the following:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting the Company or STC that, if adversely determined,
         could reasonably be expected to result in a Material Adverse Effect;
         and

                  (c) any other development that results in, or could
         reasonably be expected to result in, a Material Adverse Effect.

                  Section 6.02. Compliance with Laws. The Company will, and
will cause its Subsidiaries to, comply with all laws, rules, regulations and
orders of any Governmental Authority applicable to it or them, or to its or
their property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  Section 6.03. Use of Proceeds. The proceeds of the issuance
of the Notes will be used only for the purposes contemplated in Section 2.04.
No part of the proceeds of the issuance of the Notes will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board of Governors of the Federal Reserve System of the
United States, including Regulations T, U and X.

                  Section 6.04. Limitation on Restricted Payments. The Company
shall not and shall not permit any Subsidiary of the Company to make any
Restricted Payments if at the time of such Restricted Payment and immediately
after giving effect thereto:

                  (a) a Default or Event of Default shall have occurred and be
         continuing at the time of or after giving effect to such Restricted
         Payment; or

                  (b) the Company is not able to incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) in compliance with
         Section 6.11 hereof.

                  Section 6.05. Corporate Existence. The Company shall do or
cause to be done all things reasonably necessary to preserve and keep in full
force and effect its corporate or other existence and the corporate or other
existence of each of its Significant Subsidiaries in accordance with the
respective organizational documents of each such Significant Subsidiary and the
material rights (charter and statutory) and franchises of the Company and each
such Significant Subsidiary; provided, however, that the Company shall not be
required to preserve, with respect to itself, any material right or franchise
and, with respect to any of its Significant Subsidiaries, any such existence,
material right or franchise, if the Board of Directors of the Company or such
Significant Subsidiary, as the case may be, shall determine that the
preservation thereof is no longer reasonably necessary or desirable in the
conduct of the business of the Company or any such Significant Subsidiary.



                                      31
<PAGE>   36

                  Section 6.06. Payment of Taxes and Other Claims. The Company
shall pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (i) all material taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions to
taxes) levied or imposed upon it or any of its Subsidiaries or properties of it
or any of its Subsidiaries and (ii) all material lawful claims for labor,
materials, supplies and services that, if unpaid, might by law become a Lien
upon the property of it or any of its Subsidiaries; provided, however, that
there shall not be required to be paid or discharged any such tax, assessment
or charge, the amount, applicability or validity of which is being contested in
good faith by appropriate proceedings and for which adequate provision has been
made or where the failure to effect such payment or discharge is not adverse in
any material respect to the holders of Notes.

                  Section 6.07. Maintenance of Properties and Insurance.

                  (a) The Company shall, and shall cause each of its
         Subsidiaries to, maintain its material properties in normal condition
         (subject to ordinary wear and tear) and make all reasonably necessary
         repairs, renewals or replacements thereto as in the judgment of the
         Company may be reasonably necessary to the conduct of the business of
         the Company and its Subsidiaries; provided, however, that nothing in
         this Section 6.07 shall prevent the Company or any of its Subsidiaries
         from discontinuing the operation and maintenance of any of its
         properties, if such properties are, in the reasonable and good faith
         judgment of the Board of Directors of the Company or the Subsidiary,
         as the case may be, no longer reasonably necessary in the conduct of
         their respective businesses.

                  (b) The Company shall provide or cause to be provided, for
         itself and each of its Subsidiaries, insurance (including appropriate
         self-insurance) against loss or damage of the kinds that, in the
         reasonable, good faith opinion of the Company, are reasonably adequate
         and appropriate for the conduct of the business of the Company and
         such Subsidiaries.

                  Section 6.08. Compliance with Laws. The Company shall comply,
and shall cause each of its Subsidiaries to comply, with all applicable
statutes, rules, regulations, orders and restrictions of the United States of
America, all states and municipalities thereof, and of any governmental
department, commission, board, regulatory authority, bureau, agency and
instrumentality of the foregoing, in respect of the conduct of their respective
businesses and the ownership of their respective properties, except for such
noncompliances as are not in the aggregate reasonably likely to have a material
adverse effect on the financial condition or results of operations of the
Company and its Subsidiaries taken as a whole.

                  Section 6.09. Reports. So long as any of the Notes are
outstanding, the Company will provide to the holders of Notes copies of the
annual reports and of the information, documents and other reports that the
Company is required to file with the Commission pursuant to Section 13 or 15(d)
of the Exchange Act.



                                      32
<PAGE>   37

                  Section 6.10. Limitations on Transactions with Affiliates.
Neither the Company nor any of its Subsidiaries will, directly or indirectly,
enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with or for
the benefit of any of its Affiliates (other than transactions between the
Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned
Subsidiaries of the Company) (an "Affiliate Transaction"), other than Affiliate
Transactions on terms that are no less favorable than those that might
reasonably have been obtained in a comparable transaction on an arm's-length
basis from a person that is not an Affiliate; provided, however, that for a
transaction or series of related transactions involving value of $1,000,000 or
more, such determination will be made in good faith by a majority of members of
the Board of Directors of the Company and by a majority of the disinterested
members of the Board of Directors of the Company, if any; provided, further,
that for a transaction or series of related transactions involving value of
$5,000,000 or more, the Board of Directors of the Company has received an
opinion from a nationally recognized investment banking firm that such
Affiliate Transaction is fair, from a financial point of view, to the Company
or such Subsidiary. The foregoing restrictions will not apply to (1) reasonable
and customary directors' fees, indemnification and similar arrangements and
payments thereunder, (2) any obligations of the Company or its Subsidiaries
under the Financial Monitoring and Oversight Agreements or any employment
agreement, noncompetition or confidentiality agreement with any officer of the
Company or its Subsidiaries (provided that each amendment of any of the
foregoing agreements shall be subject to the limitations of this covenant), (3)
reasonable and customary investment banking, financial advisory, commercial
banking and similar fees and expenses paid to any of the Purchasers and their
Affiliates, (4) any Restricted Payment permitted to be made pursuant to the
covenant described under Section 6.04, (5) any issuance of securities or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
finding of, employment arrangements, stock options and stock ownership plans
approved by the board of directors of the Company or its Subsidiaries, (6)
loans or advances to employees in the ordinary course of business of the
Company or any of its Subsidiaries consistent with past practices, and (7) the
issuance of Capital Stock of the Company or its Subsidiaries (other than
Disqualified Stock).

                  Section 6.11. Limitation on Incurrence of Additional
Indebtedness and Issuance of Disqualified Capital Stock. The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur"), any
Indebtedness (other than Permitted Indebtedness) and the Company will not issue
any Disqualified Capital Stock, and its Subsidiaries will not issue any
Preferred Stock (other than the Preferred Stock Series B being issued on the
Closing Date); provided, however, that the Company and its Subsidiaries may
incur Indebtedness or issue shares of such Capital Stock if, in either case,
the Leverage Ratio at the time of incurrence of such Indebtedness or the
issuance of such Capital Stock, as the case may be, after giving pro forma
effect to such incurrence or issuance as of such date and to the use of
proceeds therefrom is less than 7.0 to 1.

                  Section 6.12. Limitation on Dividend and Other Payment
Restrictions Affecting Subsidiaries. Neither the Company nor any of its
Subsidiaries will, directly or indirectly, create or otherwise cause to permit
to exist or become effective, by operation of the charter of such



                                      33
<PAGE>   38

Subsidiary or by reason of any agreement, instrument, judgment, decree, rule,
order, statute or governmental regulation, any encumbrance or restriction on
the ability of any Subsidiary to (a) pay dividends or make any other
distributions on its Capital Stock; (b) make loans or advances or pay any
Indebtedness or other obligation owed to the Company or any of its
Subsidiaries; or (c) transfer any of its property or assets to the Company,
except for such encumbrances or restrictions existing under or by reason of:
(1) applicable law; (2) the Indenture; (3) customary non-assignment provisions
of any lease governing a leasehold interest of the Company or any Subsidiary;
(4) any instrument governing Acquired Indebtedness, which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any
Person, other than the Person, or the property or assets of the Person, so
acquired; (5) agreements existing on the Closing Date (including the Credit
Agreement) as such agreements are from time to time in effect; provided,
however, that any amendments or modifications of such agreements that affect
the encumbrances or restrictions of the types subject to this covenant shall
not result in such encumbrances or restrictions being less favorable to the
Company in any material respect, as determined in good faith by the Board of
Directors of the Company, than the provisions as in effect before giving effect
to the respective amendment or modification; (6) any restriction with respect
to such a Subsidiary imposed pursuant to an agreement entered into for the sale
or disposition of all or substantially all the Capital Stock or assets of such
Subsidiary pending the closing of such sale or disposition; (7) an agreement
effecting a refinancing, replacement or substitution of Indebtedness issued,
assumed or incurred pursuant to an agreement referred to in clause (2), (4) or
(5) above or any other agreement evidencing Indebtedness permitted under the
Indenture; provided, however, that the provisions relating to such encumbrance
or restriction contained in any such refinancing, replacement or substitution
agreement or any such other agreement are no less favorable to the Company in
any material respect as determined in good faith by the Board of Directors of
the Company than the provisions relating to such encumbrance or restriction
contained in agreements referred to in such clause (2), (4) or (5); (8)
restrictions on the transfer of the assets subject to any Lien imposed by the
holder of such Lien; or (9) a licensing agreement to the extent such
restrictions or encumbrances limit the transfer of property subject to such
licensing agreement.

                  Section 6.13. Limitation on Asset Sales. Neither the Company
nor any of its Subsidiaries will consummate an Asset Sale unless (i) the
Company or the applicable Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the fair market
value of the assets sold or otherwise disposed of (as determined in good faith
by management of the Company or, if such Asset Sale involves consideration in
excess of $2,500,000, by the Board of Directors of the Company, as evidenced by
a duly adopted resolution of such Board of Directors), (ii) at least 75% of the
consideration received by the Company or such Subsidiary, as the case may be,
from such Asset Sale is in the form of cash or Cash Equivalents (other than to
the extent that the Company is exchanging all or substantially all the assets
of one or more broadcast businesses operated by the Company (including by way
of the transfer of capital stock) for all or substantially all the assets
(including by way of the transfer of capital stock) constituting one or more
broadcast businesses operated by another Person, in which event, to such
extent, the foregoing requirement with respect to the receipt of cash or Cash
Equivalents shall not apply) and is received at the time of such disposition
and (iii) upon the consummation of an Asset Sale, the Company applies, or
causes such Subsidiary to apply, such



                                      34
<PAGE>   39

Net Cash Proceeds within 180 days of receipt thereof either (A) to repay any
Indebtedness of the Company or any Indebtedness of a Subsidiary of the Company
(and, to the extent such Indebtedness relates to principal under a revolving
credit or similar facility, to obtain a corresponding reduction in the
commitments thereunder), (B) to reinvest, or to be contractually committed to
reinvest pursuant to a binding agreement, in Productive Assets and, in the
latter case, to have so reinvested within 360 days of the date of receipt of
such Net Cash Proceeds, (C) to redeem the Notes, (D) to redeem the Preferred
Stock, Series B or (E) to redeem the Preferred Stock, Series A.

                  Section 6.14. Limitation on Asset Swaps. The Company will
not, and will not permit any Subsidiary to, engage in any Asset Swaps, unless:
(i) at the time of entering into such Asset Swap, and immediately after giving
effect to such Asset Swap, no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof, (ii) in the event
such Asset Swap involves an aggregate amount in excess of $1,000,000, the terms
of such Asset Swap have been approved by a majority of the members of the Board
of Directors of the Company; and (iii) in the event such Asset Swap involves an
aggregate amount in excess of $5,000,000, the Company has received a written
opinion from an independent investment banking firm of nationally recognized
standing that such Asset Swap is fair to the Company or such Subsidiary, as the
case may be, from a financial point of view.

                  Section 6.15. FCC Compliance. Notwithstanding anything in
this Agreement to the contrary, the Company shall not be required to take any
action hereunder that (i) constitutes or would represent a transfer of control
to the Company or SAC or any Subsidiary of SAC without first obtaining the
consent of the FCC to such transfer of control or (ii) constitutes a violation
of the Communications Act or the rules or regulations promulgated thereunder.

                  Section 6.16. Merger, Consolidation and Sale of Assets.

                  (a) The Company may not, in a single transaction or a series
         of related transactions, consolidate with or merge with or into, or
         sell, assign, transfer, lease, convey or otherwise dispose of all or
         substantially all of its assets to, another Person or adopt a plan of
         liquidation unless:

                           (1) either (A) the Company is the surviving or
         continuing Person or (B) the Person (if other than the Company) formed
         by such consolidation or into which the Company is merged or the
         Person that acquires by conveyance, transfer or lease the properties
         and assets of the Company substantially as an entirety or in the case
         of a plan of liquidation, the Person to which assets of the Company
         have been transferred shall be a corporation, partnership or trust
         organized and existing under the laws of the United States or any
         State thereof or the District of Columbia;

                           (2) such surviving Person shall assume all of the
         obligations of the Company under this Agreement pursuant to an
         assignment and acceptance in a form reasonably satisfactory to the
         Purchasers;



                                      35
<PAGE>   40

                           (3) immediately after giving effect to such
         transaction and the use of the proceeds therefrom (on a pro forma
         basis, including giving effect to any Indebtedness incurred or
         anticipated to be incurred in connection with such transaction), the
         Company (in the case of clause (A) of the foregoing clause (1)) or
         such Person (in the case of clause (B) of the foregoing clause (1))
         shall be able to incur $1.00 of additional Indebtedness (other than
         Permitted Indebtedness) in compliance with Section 6.11; and

                           (4) immediately after giving effect to such
         transactions, no Default or Event of Default shall have occurred and
         be continuing.

                  (b) For purposes of this Section 6.16, the transfer (by
         lease, assignment, sale or otherwise, in a single transaction or
         series of related transactions) of all or substantially all of the
         properties and assets of one or more Subsidiaries, the Capital Stock
         of which constitutes all or substantially all of the properties or
         assets of the Company, will be deemed to be the transfer of all or
         substantially all of the properties and assets of the Company.

                  (c) Notwithstanding the foregoing clauses (a)(2) and (3),
         subject to applicable FCC requirements, if any, (i) any Subsidiary of
         the Company may consolidate with, merge into or transfer all or part
         of its properties and assets to the Company and (ii) the Company may
         merge with a corporate Affiliate thereof incorporated solely for the
         purpose of reincorporating the Company in another jurisdiction in the
         U.S. to realize tax or other benefits.

                  Section 6.17. Successor Corporation Substituted. Upon any
consolidation or merger, or any transfer of assets in accordance with Section
6.16, the successor Person formed by such consolidation or into which the
Company is merged or to which such transfer is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Agreement with the same effect as if such successor Person had been named
as the Company herein. When a successor corporation assumes all of the
obligations of the Company hereunder and agrees to be bound hereby, the
predecessor shall be released from such obligations.

                                  ARTICLE VII
                               EVENTS OF DEFAULTS

                  Section 7.01. Actions after Default. If any Event of Default
occurs and is continuing (whether it is voluntary or involuntary, or results
from operation of law or otherwise), the Purchasers may exercise any of their
rights by operation of law or otherwise including their rights under the Notes.

                  Section 7.02. Events of Default. It is an Event of Default
if:

                  (a) an Event of Default shall have occurred and be continuing
         under the Indenture; or



                                      36
<PAGE>   41

                  (b) an Event of Default shall have occurred and be continuing
         under the Credit Agreement; or

                  (c) any representation or warranty made or deemed made by or
         on behalf of the Company or STC in this Agreement, any report,
         certificate, financial statement or other document furnished pursuant
         to or in connection with this Agreement shall prove to have been
         incorrect in any material respect when made or deemed made; or

                  (d) the Company or STC shall fail to observe or perform any
         covenant, condition or agreement contained in this Agreement and such
         breach continues unremedied for 30 days thereafter; or

                  (e) a Change of Control shall have occurred.

                  Section 7.03. Notice of Events. If any Event of Default
happens, the Company shall promptly notify the Purchasers by facsimile
specifying the nature of such Event of Default and any steps the Company is
taking to remedy it.

                                 ARTICLE VIII
                                   INDEMNITY

                  Section 8.01. Indemnity.

                  (a) Indemnification by the Company. The Company agrees and
         covenants to hold harmless and indemnify the Purchasers and each
         Person, if any, who controls any of the Purchasers within the meaning
         of Section 20 of the Exchange Act from and against any losses, claims,
         damages, liabilities and expenses (including expenses of
         investigation) to which the Purchasers or such controlling Person may
         become subject (i) arising out of or based upon any untrue statement
         or alleged untrue statement of any material fact contained in this
         Agreement or (ii) arising out of, based upon or in any way related or
         attributed to claims, actions or proceedings relating to this
         Agreement or the subject matter of this Agreement or (iii) arising in
         any manner out of or in connection with such Person being a Purchaser
         of the Notes and relating to any action taken or omitted to be taken
         by the Company; provided, however, that the Company shall not be
         liable under this paragraph (a) for any amounts paid in settlement of
         claims without their written consent, which consent shall not be
         unreasonably withheld, or to the extent that it is finally judicially
         determined that such losses, claims, damages or liabilities arose
         primarily out of the gross negligence, willful misconduct or bad faith
         of the Purchasers. The Company further agrees to reimburse the
         Purchasers for any reasonable legal and other expenses as they are
         incurred by it in connection with investigating, preparing to defend
         or defending any lawsuits, claims or other proceedings or
         investigations arising in any manner out of or in connection with such
         Person being a Purchaser; provided that if the Company reimburses the
         Purchasers hereunder for any expenses incurred in connection with a
         lawsuit, claim or other proceeding for which indemnification is
         sought, the Purchasers hereby agree to refund such reimbursement of
         expenses to the extent it is finally judicially determined that the
         losses, claims, damages or liabilities arising out of



                                      37
<PAGE>   42

         or in connection with such lawsuit, claim or other proceedings arose
         primarily out of the gross negligence, willful misconduct or bad faith
         of the Purchasers or from a violation by any Purchaser of legal
         requirements applicable to such Purchaser solely because of their
         character as a particular type of regulated institution. The Company
         further agrees that the indemnification, contribution and
         reimbursement commitments set forth in this Article VIII shall apply
         whether or not the Purchasers are a formal party to any such lawsuits,
         claims or other proceedings. Notwithstanding the foregoing, the
         Company shall not be liable to a party seeking indemnification under
         the foregoing provisions of this paragraph (a) to the extent that any
         such losses, claims, damages, liabilities or expenses arise out of or
         are based upon an untrue statement or omission made in any of the
         documents referred to in this paragraph (a) in reliance upon and in
         conformity with the information relating to the party seeking
         indemnification furnished in writing by such party for inclusion
         therein. The indemnity, contribution and expense reimbursement
         obligations of the Company under this Article VIII shall be in
         addition to any liability the Company may otherwise have.

                  (b) Indemnification by the Purchasers. Each Purchaser agrees
         and covenants to hold harmless and indemnify the Company and each
         Person, if any, who controls the Company within the meaning of Section
         20 of the Exchange Act from and against any losses, claims, damages,
         liabilities and expenses (including expenses of investigation) to
         which the Company or such controlling Person may become subject (i)
         arising out of or based upon any untrue statement or alleged untrue
         statement of any material fact contained in this Agreement or (ii)
         arising out of, based upon or in any way related or attributed to
         claims, actions or proceedings relating to this Agreement or the
         subject matter of this Agreement or (iii) relating to any action taken
         or omitted to be taken by such Purchaser; provided, however, that no
         Purchaser shall be liable under this paragraph (a) for any amounts
         paid in settlement of claims without their written consent, which
         consent shall not be unreasonably withheld, or to the extent that it
         is finally judicially determined that such losses, claims, damages or
         liabilities arose primarily out of the gross negligence, willful
         misconduct or bad faith of the Company. Each Purchaser further agrees
         to reimburse the Company for any reasonable legal and other expenses
         as they are incurred by it in connection with investigating, preparing
         to defend or defending any lawsuits, claims or other proceedings or
         investigations arising in any manner out of or in connection with the
         issuance of the Notes to such Purchaser; provided that if such
         Purchaser reimburses the Company hereunder for any expenses incurred
         in connection with a lawsuit, claim or other proceeding for which
         indemnification is sought, the Company hereby agrees to refund such
         reimbursement of expenses to the extent it is finally judicially
         determined that the losses, claims, damages or liabilities arising out
         of or in connection with such lawsuit, claim or other proceedings
         arose primarily out of the gross negligence, willful misconduct or bad
         faith of the Company or from a violation by the Company of legal
         requirements applicable to the Company solely because of its character
         as a particular type of regulated institution. Each Purchaser further
         agrees that the indemnification, contribution and reimbursement
         commitments set forth in this Article VIII shall apply whether or not
         the Company is a formal party to any such lawsuits, claims or other
         proceedings. Notwithstanding the foregoing, no Purchaser shall



                                      38
<PAGE>   43

         be liable to a party seeking indemnification under the foregoing
         provisions of this paragraph (a) to the extent that any such losses,
         claims, damages, liabilities or expenses arise out of or are based
         upon an untrue statement or omission made in any of the documents
         referred to in this paragraph (a) in reliance upon and in conformity
         with the information relating to the party seeking indemnification
         furnished in writing by such party for inclusion therein. The
         indemnity, contribution and expense reimbursement obligations of the
         Purchasers under this Article VIII shall be in addition to any
         liability such Purchasers may otherwise have.

                  (c) Procedure. If any Person shall be entitled to indemnity
         hereunder (the "Indemnified Parties"), such Indemnified Party shall
         give prompt notice confirmed in writing to the party or parties from
         which such indemnity is sought (the "Indemnifying Parties") of the
         commencement of any proceeding (a "Proceeding") with respect to which
         such Indemnified Party seeks indemnification or contribution pursuant
         hereto; provided, however, that the failure so to notify the
         Indemnifying Parties shall not relieve the Indemnifying Parties from
         any obligation or liability except to the extent that the Indemnifying
         Parties have been prejudiced materially by such failure. The
         Indemnifying Parties shall have the right, exercisable by giving
         written notice to an Indemnified Party promptly after the receipt of
         written notice from such Indemnified Party of such Proceeding, to
         assume, at the Indemnifying Parties' expense, the defense of any such
         Proceeding, with counsel reasonably satisfactory to such Indemnified
         Party; provided, however, that an Indemnified Party or parties (if
         more than one such Indemnified Party is named in any Proceeding) shall
         have the right to employ separate counsel in any such Proceeding and
         to participate in the defense thereof, but the fees and expenses of
         such counsel shall be at the expense of such Indemnified Party or
         parties unless: (1) the Indemnifying Parties agree to pay such fees
         and expenses; or (2) the Indemnifying Parties fail promptly to assume
         the defense of such Proceeding or fail to employ counsel reasonably
         satisfactory to such Indemnified Party or parties; or (3) the named
         parties to any such Proceeding (including any impleaded parties)
         include both such Indemnified Party or Parties and the Indemnifying
         Party or an Affiliate of the Indemnifying Party and such Indemnified
         Parties, and the Indemnifying Parties shall have been advised in
         writing by counsel that a conflict or potential conflict exists
         between such Indemnified Party or Parties and the Indemnifying
         Parties, in which case, if such Indemnified Party or Parties notify
         the Indemnifying Parties in writing that they elect to employ separate
         counsel at the expense of the Indemnifying Parties, the Indemnifying
         Parties shall not have the right to assume the defense thereof and
         such counsel shall be at the expense of the Indemnifying Parties, it
         being understood, however, that, unless there exists a conflict among
         Indemnified Parties, the Indemnifying Parties shall not, in connection
         with any one such Proceeding or separate but substantially similar or
         related Proceedings in the same jurisdiction, arising out of the same
         general allegations or circumstances, be liable for the fees and
         expenses of more than one separate firm of attorneys (together with
         appropriate local counsel, if any) at any time for such Indemnified
         Party or Parties, or for fees and expenses that are not reasonable. No
         Indemnified Party or Parties will settle any Proceedings without the
         written consent of the Indemnifying Party or Parties (but such consent
         will not be unreasonably withheld).



                                      39
<PAGE>   44

                  Section 8.02. Contribution. If for any reason the
indemnification provided for in Section 8.01 of this Agreement is unavailable
to an Indemnified Party, or insufficient to hold it harmless, in respect of any
losses, claims, damages, liabilities or expenses referred to therein, then each
applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall contribute to the amount paid or payable by such Indemnified Party as a
result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect not only the relative benefits received by the
Indemnifying Party on the one hand and the Indemnified Party on the other, but
also the relative fault of the Indemnifying and Indemnified Parties in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying and Indemnified Parties
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Indemnifying or
Indemnified Parties and each such party's relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages and liabilities referred to above shall be deemed to include any
reasonable legal or other fees or expenses incurred by such party in connection
with investigating or defending any such claim.

                  The Company and the Purchasers agree that it would not be
just and equitable if contribution pursuant to the immediately preceding
paragraph were determined by any method of allocation which does not take into
account the equitable considerations referred to in such paragraph. No Person
guilty of fraudulent misrepresentation shall be entitled to contribution from
any Person.

                                  ARTICLE IX
                                 MISCELLANEOUS

                  Section 9.01. Notices. Any notice, request or other
communication to be given or made under this Agreement shall be in writing.
Subject to Section 7.03, the notice, request or other communication may be
delivered by hand or facsimile, to the party's address specified below or at
such other address as such party notifies to the other party from time to time
and will be effective upon receipt.

                  For the Company:

                           Sunrise Television Corp.
                           720 Second Avenue South
                           Suite 420
                           St. Petersburg, Florida 33701
                           Attention: David A. Fitz, Chief Financial Officer
                           Telephone: (727) 821-7900
                           Telefax: (727) 821-8092



                                      40
<PAGE>   45

                  with a copy to:

                           Hicks, Muse, Tate & Furst Incorporated
                           200 Crescent Court, Suite 1600
                           Dallas, Texas 75201
                           Attention: Lawrence D. Stuart, Jr.
                           Telephone: (214) 740-7365
                           Telefax: (214) 740-7313

                  For the Purchasers:

                           Chase Equity Associates, L.P.
                           380 Madison Avenue, 12th Floor
                           New York, New York 10017
                           Attention: Michael Hannon
                           Telephone: (212) 622-3012
                           Telefax: (212) 622-3771

                           and

                           Hicks, Muse, Tate & Furst Equity Fund III, L.P.
                           HM3 Coinvestors, L.P.
                           200 Crescent Court, Suite 1600
                           Dallas, Texas 75201
                           Attention: Lawrence D. Stuart, Jr.
                           Telephone: (214) 740-7365
                           Telefax: (214) 740-7313

                  Section 9.02. Expenses. The Company agrees promptly to pay
(i) all the actual and reasonable costs and expenses of preparation of the Loan
Documents; (ii) the reasonable fees, expenses and disbursements of Weil,
Gotshal & Manges LLP in connection with the negotiation, preparation, execution
and administration of the Loan Documents and the sale of the Notes hereunder,
and any amendments, modifications and waivers hereto or thereto and consents to
departures from the terms hereof and thereof, and (iii) after the occurrence
and during the continuance of an Event of Default, all reasonable costs and
expenses (including reasonable attorneys fees of one counsel to all the
Purchasers) in enforcing any obligations of or in collecting any payments due
from the Company hereunder or under the Notes by reason of such Event of
Default.

                  Section 9.03. Governing Law, Submission to Jurisdiction:
Venue.

                  (a) This Agreement is governed by, and shall be construed in
         accordance with, the law of the State of New York.

                  (b) Any legal action or proceeding with respect to this
         Agreement may be brought in the courts of the State of New York or of
         the United States for the Southern



                                      41
<PAGE>   46

         District of New York and, by execution and delivery of this Agreement,
         the Company hereby irrevocably accepts for itself and in respect of
         its property, generally and unconditionally, the jurisdiction of the
         aforesaid courts. the Company hereby irrevocably designates, appoints
         and empowers Hicks Muse, with offices at 1325 Avenue of the Americas,
         25th Floor, New York, NY 10019, as its designee, appointee and agent
         to receive, accept and acknowledge for and on its behalf, and in
         respect of its property, service of any and all legal process,
         summons, notices and documents which may be served in any such action
         or proceeding. If for any reason such designee, appointee and agent
         shall lease to be available to act as such, the Company agrees to
         designate a new designee, appointee and agent in New York City on the
         terms and for the purposes of this provision satisfactory to the
         Purchasers. The Company further irrevocably consents to the service of
         process out of any of the aforementioned courts in any such action or
         proceeding by the mailing of copies thereof by registered or certified
         mail, postage prepaid, to the Company at its address set forth in
         Section 9.01 above, such service to become effective ten days after
         such mailing. Nothing herein shall affect the right of the Purchasers
         to serve process in any other manner permitted by law or to commence
         legal proceedings or otherwise proceed against the Company in any
         other jurisdiction.

                  (c) The Company hereby irrevocably and unconditionally
         waives, to the fullest extent it may legally and effectively do so,
         any objection which it may now or hereafter have to the laying of
         venue of any suit, action or proceeding arising out of or relating to
         this Agreement will affect the right of any party to this Agreement to
         serve process in any other manner permitted by law.

                  Section 9.04. Judgment.

                  (a) If for the purposes of obtaining judgment in any court it
         is necessary to convert a sum due hereunder in Dollars into another
         currency, the parties hereto agree, to the fullest extent that they
         may effectively do so, that the rate of exchange used shall be that at
         which in accordance with normal banking procedures the Purchasers
         could purchase Dollars with such other currency in New York City at
         11:00 A.M. (New York City time) on the Business Day preceding that on
         which final judgment is given.

                  (b) The obligation of the Company in respect of any sum due
         from it to the Purchasers hereunder held by the Purchasers shall,
         notwithstanding any judgment in a currency other than Dollars, be
         discharged only to the extent that on the Business Day following
         receipt by the Purchasers of any sum adjudged to be so due in such
         other currency, the Purchasers may in accordance with normal banking
         procedures purchase Dollars with such other currency; if the Dollars
         so purchased are less than such sum due to the Purchasers in Dollars,
         the Company agrees, as a separate obligation and notwithstanding any
         such judgment, to indemnify the Purchasers against such loss, and the
         Dollars so purchased exceed such sum due to the Purchasers in Dollars,
         the Purchasers agree to remit to the Company such excess.


                                      42
<PAGE>   47

                  Section 9.05. Benefit of Agreement. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto, all future holders of the Notes, and their respective successors and
assigns.

                  Section 9.06. Assignments. The Company may not assign or
delegate any of its interests or obligations under this Agreement. Each holder
of Notes may sell or transfer all or a portion of its Notes to any person who
is reasonably satisfactory to the Company; provided that such sale or transfer
complies with Section 4.02 and each transferee of such Notes executes and
delivers to each party hereto a joinder agreement in form and substance
reasonably satisfactory to the Purchasers and the Company. Notwithstanding the
foregoing, each holder of Notes may sell or transfer all or a portion of its
Notes, in each case, to any of its Affiliates, without the consent of the
Company; provided, however, that no party shall assign or otherwise transfer
any of its rights, duties or obligations hereunder if such assignment or
transfer (i) would violate any of the rules, regulations or policies of the FCC
or (ii) could reasonably be expected to cause adverse consequences for any of
the parties hereto under the ownership attribution rules of the FCC.

                  Section 9.07. Amendment. Neither this Agreement nor any terms
hereof may be changed, waived or discharged or terminated unless such change,
waiver, discharge or termination is in writing signed by the Company and a
majority of the holders of Notes.

                  Section 9.08. Counterparts; Integration. This Agreement may
be executed in several counterparts, each of which is an original, but all of
which together constitute one and the same agreement. This Agreement, together
with the other Loan Documents, constitutes the entire contract among the
parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, and as written, relating to the subject
matter hereof. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  Section 9.09. Remedies and Waivers. No failure or delay by
the Purchasers in exercising any power, remedy, discretion, authority or other
rights under this Agreement shall waive or impair that or any other right of
the Purchasers. No single or partial exercise of such a right shall preclude
its additional or future exercise. No such waiver shall waive any other right
under this Agreement. All waivers or consents given under this Agreement shall
be in writing.

                  Section 9.10. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any Jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof, and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.

                  Section 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER



                                      43
<PAGE>   48

BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS
SECTION.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]











                                      44

<PAGE>   49


                  IN WITNESS WHEREOF, the parties have caused this Senior Note
Purchase Agreement to be signed in their respective names as of the date above
first written.

                                        SUNRISE TELEVISION CORP.,
                                        a Delaware corporation



                                        By: /s/ David A. Fitz
                                           ------------------------------------
                                        Name:   David A. Fitz
                                        Title:  Executive Vice President




















                               SIGNATURE PAGE TO
                         SENIOR NOTE PURCHASE AGREEMENT

<PAGE>   50


                               HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.,
                               a Delaware limited partnership

                               By:      HM3/GP Partners, L.P., a Texas limited
                                        partnership, its general partner

                               By:      Hicks, Muse GP Partners III, a Texas
                                        limited partnership, L.P., its general
                                        partner

                               By:      Hicks, Muse Fund III Incorporated, a
                                        Texas corporation, its general partner



                               By: /s/    David W. Knickel
                                   --------------------------------------------
                                   Name:  David W. Knickel
                                   Title: Vice President, Secretary,
                                               Treasurer



                               HM3      COINVESTORS, L.P., a Delaware limited
                                        partnership

                               By:      Hicks, Muse GP Partners III, a Texas
                                        limited partnership, L.P., its general
                                        partner

                               By:      Hicks, Muse Fund III Incorporated, a
                                        Texas corporation, its general partner



                               By: /s/    David W. Knickel
                                   --------------------------------------------
                                   Name:  David W. Knickel
                                   Title: Vice President, Secretary,
                                               Treasurer





















                               SIGNATURE PAGE TO
                         SENIOR NOTE PURCHASE AGREEMENT



<PAGE>   51


                               CHASE EQUITY ASSOCIATES, L.P.,
                               a Delaware limited partnership

                               By:      Chase Capital Partners, a Delaware
                                        general partnership, its general
                                        partner



                               By:    /s/ Michael R. Hannon
                                  ---------------------------------------------
                                   Name:  Michael R. Hannon
                                   Title: General Partner





















                               SIGNATURE PAGE TO
                         SENIOR NOTE PURCHASE AGREEMENT


<PAGE>   52



                                                               Schedule 2.01 to
                                                 Senior Note Purchase Agreement


                             PURCHASER COMMITMENTS



Hicks, Muse, Tate & Furst Equity Fund IV, L.P.                  $ 21,749,383.00

HM3 Coinvestors, L.P.                                           $    750,617.00

Chase Equity Associates, L.P.                                   $  2,500,000.00



<PAGE>   53



                                                            Schedule 4.01(g) to
                                                 Senior Note Purchase Agreement


                       LEGAL OR GOVERNMENTAL PROCEEDINGS


         In April, 1999, the Antitrust Division of the United States Department
of Justice (the "DOJ") issued various requests to STC Broadcasting Company
("STC") for additional information under the Hart-Scott-Rodino Antitrust
Improvement Act (the "HSR Act") in connection with proposed transactions with
Sinclair Communications, Inc. ("Sinclair"). STC and Sinclair are in discussions
with the DOJ regarding the transaction, and the waiting period under the HSR
Act has been extended pending completion of these discussions.





<PAGE>   54



                                                            Schedule 4.01(s) to
                                                 Senior Note Purchase Agreement


                              OUTSTANDING WARRANTS

<TABLE>
<CAPTION>

 ------------------------------------------ ----------------- --------------------------------------
                  HOLDER                        CERT. #               VESTED SHARES TO DATE
 ------------------------------------------ ----------------- --------------------------------------
<S>                                         <C>               <C>

 Hicks, Muse, Tate & Furst Equity Fund            W-1
      IV, L.P.
 ------------------------------------------ ----------------- --------------------------------------

 Chase Equity Associates, L.P.                    W-2
 ------------------------------------------ ----------------- --------------------------------------

 HM3 Coinvestors, L.P.                            W-3
 ------------------------------------------ ----------------- --------------------------------------

</TABLE>




<PAGE>   55


                                                                   Exhibit A to
                                                 Senior Note Purchase Agreement


                              FORM OF SENIOR NOTES



<PAGE>   56


                                                                   Exhibit B to
                                                 Senior Note Purchase Agreement

                                FORM OF WARRANTS