SECOND AMENDMENT TO CREDIT AGREEMENT

      THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), 
dated as of July 10, 1996, is entered into by and among Sullivan 
Broadcasting Company, Inc., a Delaware corporation formerly known as Act III 
Broadcasting, Inc. and successor by merger to A-3 Acquisition, Inc. ("SBC"), 
Sullivan Broadcast Holdings, Inc., a Delaware corporation formerly known as 
A-3 Holdings, Inc., the Lenders parties hereto, and NationsBank of Texas, 
N.A., as Administrative Agent for the Lenders and as a Lender, with 
reference to the hereinafter described Credit Agreement. Capitalized terms 
used and not otherwise defined herein shall have the meanings ascribed to 
them in such Credit Agreement.

                                  RECITALS

      A. A-3 Acquisition, Inc., a Delaware corporation ("A-3 Acquisition"), 
A-3 Holdings, Inc., a Delaware corporation,  the Administrative Agent, the 
other members of the Agent Group and the Lenders entered into that certain 
Credit Agreement, dated January 4, 1996 (as amended, modified, restated, 
supplemented, renewed, extended, rearranged or substituted from time to 
time, the "Credit Agreement").

      B. Pursuant to the Credit Agreement, the Lenders made Loans to A-3 
Acquisition to enable it to consummate the Act III Acquisition.

      C. SBC and A-3 Acquisition have merged and SBC is the surviving 
corporation of such merger.  Pursuant to an Assumption Agreement, dated 
January 4, 1996, SBC has expressly assumed and ratified all of the 
obligations of A-3 Acquisition under the Credit Agreement and the other Loan 
Documents to which A-3 Acquisition is a party and the due and punctual 
performance and observance of all the obligations to be performed and 
provisions to be observed by A-3 Acquisition under the Credit Agreement and 
such other Loan Documents.  Pursuant to such merger and such Assumption 
Agreement, SBC is now the "Borrower" under the Credit Agreement.

      D. The Borrower has caused its Wholly Owned Subsidiary, Sullivan 
Broadcasting of Nashville, Inc. ("SBN"), to enter into a time brokerage 
agreement with Central Tennessee Broadcasting Corporation ("CTBC"), pursuant 
to which SBN is providing programming for, and selling advertising on, 
broadcast television station WXMT-TV, Nashville, Tennessee ("WXMT-TV").  
Such transaction was part of a restatement and restructuring of the 
Nashville Acquisition referred to in the Credit Agreement, as evidenced by 
the Amended and Restated Option Agreement referred to in Paragraph E below.  
In connection with the consummation of the transactions contemplated by such 
Amended and Restated Option Agreement, the Borrower will cause to be formed 
a new indirect subsidiary of the Borrower, Sullivan Broadcasting of 
Tennessee, Inc., a Delaware corporation ("SBT").

      E. Pursuant to that certain Amended and Restated Option Agreement, 
dated as of February 22, 1996 (the "Amended and Restated Option Agreement"), 
by and among ABRY Broadcast Partners II, L.P., CTBC, M.T. Communications, 
Inc., Michael P. Thompson, the Parent and the Borrower (which subsequently 
assigned certain of its rights thereunder to  Mission Broadcasting I, Inc., 
a Delaware corporation ("Mission I")), Mission I intends to acquire from 
CTBC all of CTBC's right, title and interest in and to certain assets 
relating to WXMT-TV, including, without limitation, all FCC Licenses (such 
transaction is referred to herein as the "Mission I Nashville Acquisition").  
As contemplated by the Amended and Restated Option Agreement, the Borrower 
desires to cause (i) SBN or SBT to enter into a new time brokerage agreement 
with Mission I immediately upon consummation of the Mission I Nashville 
Acquisition, pursuant to which SBN or SBT will provide programming for, and 
sell advertising on, WXMT-TV (such transaction is referred to herein as the 
"SBN-Mission I Nashville LMA Transaction") and, immediately thereafter,  
(ii) SBT to merge with CTBC, with SBT continuing as the surviving 
corporation.

      F. The Borrower has previously entered into a time brokerage agreement 
with Guilford Telecasters, Inc.("GTI"), pursuant to which the Borrower is 
providing programming for, and selling advertising on, television broadcast 
station WGGT-TV, Winston-Salem, North Carolina ("WGGT-TV").

      G. Mission Broadcasting II, Inc., a Delaware corporation ("Mission 
II"), as the assignee of the Borrower, is a party to that certain Option 
Agreement, dated as of June 30, 1995, originally entered into by and between 
GTI and Robert A. Finkelstein (who assigned his rights thereunder to the 
Borrower).  Pursuant to such Option Agreement, Mission II intends to acquire 
from GTI all assets used or useful in the operation of WGGT-TV, including, 
without limitation, all FCC Licenses (such transaction is referred to herein 
as the "Mission II Winston-Salem Acquisition").  The Borrower desires to 
enter into, or cause a Subsidiary of the Borrower to enter into, a new time 
brokerage agreement with Mission II, pursuant to which the Borrower or such 
Subsidiary will provide programming for, and sell advertising on, WGGT-TV 
(such transaction is referred to herein as the "SBC-Mission II Winston-Salem 
LMA Transaction").
 
      H. NationsBank of Texas, N.A., individually and not as a Lender under 
the Credit Agreement (in such capacity, "NationsBank"), has agreed, subject 
to certain terms and conditions, to make (i) a term loan in the amount of up 
to $3,200,000 to Mission I (the "Mission I Loan") in order to enable it to 
consummate the Mission I Nashville Acquisition and (ii) a term loan in the 
amount of up to $1,000,000 to Mission II (the "Mission II Loan") in order to 
enable it to consummate the Mission II Winston-Salem Acquisition.  As 
conditions to making the Mission I Loan and Mission II Loan, NationsBank has 
required, among other things, (i) that the Borrower execute and deliver 
Guaranty Agreements (the "Mission Guaranty Agreements") guarantying all 
obligations of Mission I and Mission II under or in connection with the 
Mission I Loan and Mission II Loan, respectively, (ii) that the Majority 
Lenders consent to the Borrower's execution and delivery of such Guaranty 
Agreements and (iii) that the Majority Lenders acknowledge and agree that 
the Borrower's obligations under such Guaranty Agreements shall be part of 
the Obligations under the Credit Agreement and, as such, shall be secured by 
all collateral now or hereafter securing such Obligations.

      I. The Borrower, the Parent and the Majority Lenders entered into that 
certain First Amendment to Credit Agreement and Limited Waiver and Consent 
dated as of May 24, 1996, (i) consenting to the Borrower's execution and 
delivery of the Mission Guaranty Agreements and waiving the applicable 
Credit Agreement provision prohibiting the same, (ii) amending the Credit 
Agreement to provide that the Borrower's obligations under the Mission 
Guaranty Agreements shall be part of the Obligations under the Credit 
Agreement and (iii) amending the Credit Agreement in certain other respects 
as described therein.

      J. The Borrower, the Parent and the Lenders parties hereto wish to 
enter into this Second Amendment in order to further amend the Credit 
Agreement (i) to provide that a default by the Borrower in the payment or 
performance of any of the "Guaranty Obligations" under and as that term is 
defined in each of the Mission Guaranty Agreements shall, in each case, 
constitute an Event of Default under the Credit Agreement and (ii) to revise 
Annex 1 to the Credit Agreement to update the Lender information set forth 
therein.

      NOW, THEREFORE, for valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto hereby 
agree as follows:

      Section 1. AMENDMENTS TO CREDIT AGREEMENT

      Subject to the terms and conditions set forth herein, and in reliance 
upon the representations and warranties of the Borrower and the Parent 
herein contained, the Borrower, the Parent and the Lenders parties hereto, 
who constitute not less than the Majority Lenders, hereby amend the Credit 
Agreement as follows:

      (a) Default under Mission Guaranty Agreements Added as Event of 
Default.  Section 9(e) of the Credit Agreement is hereby amended by 
inserting the following immediately prior to the word "provided" in the 
eighteenth line thereof:

      or (iv) the Borrower shall default in the payment or performance of 
      any of the "Guaranty Obligations" under and as that term is defined in 
      each of the Mission Guaranty Agreements;

      (b) Annex 1 Updated.  Annex 1 to the Credit Agreement is hereby 
deleted in its entirety and replaced with the Annex 1 attached hereto and 
incorporated herein by this reference, which replacement Annex 1 sets forth 
revised and updated information with respect to the Lenders.

      Section 2. REPRESENTATIONS AND WARRANTIES

      The Borrower and the Parent hereby represent and warrant to the 
Administrative Agent and the Lenders that the following statements are true 
and correct in all material respects on and as of the date hereof:

      (a) Incorporation of Credit Agreement Representations and Warranties.  
The representations and warranties contained in Section 5 of the Credit 
Agreement are true and correct in all material respects on and as of the 
date hereof, both before and after giving effect to this Second Amendment.

      (b) Absence of Default.  Both before and after giving effect to this 
Second Amendment, no event has occurred or will occur that constitutes a 
Default under the Credit Agreement.

      (c) Enforceability.   This Second Amendment constitutes a legal, 
valid, and binding obligation of the Borrower and the Parent, enforceable in 
accordance with the terms hereof.

      Section 3. MISCELLANEOUS

      (a) Ratification and Confirmation of Loan Documents.  Except as 
specifically amended hereby, the Credit Agreement and other Loan Documents 
remain in full force and effect and are hereby ratified and confirmed by the 
Borrower and the Parent, and the execution and delivery of this Second 
Amendment shall not, except as expressly provided herein, operate as an 
amendment or waiver of any right, power or remedy of the Administrative 
Agent, the Lenders or the Managing Agents under the Credit Agreement or 
operate as an approval of the terms and conditions of any agreement of the 
Borrower or any Subsidiary.

      (b) Fees and Expenses.  The Borrower agrees to pay on demand all 
reasonable costs and expenses of the Administrative Agent in connection with 
the preparation, reproduction, execution, and delivery of this Second 
Amendment, including, without limitation, the reasonable fees and out-of-
pocket expenses of counsel for the Administrative Agent.

      (c) Headings.  Section and subsection headings in this Second 
Amendment are included herein for convenience of reference only and shall 
not constitute a part of this Second Amendment for any other purpose or be 
given any substantive effect.

      (d) APPLICABLE LAW.  THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND 
SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE 
OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

      (e) Counterparts.  This  Second Amendment may be executed in any 
number of counterparts and by different parties hereto in separate 
counterparts, each of which when so executed and delivered shall be deemed 
an original, but all such counterparts together shall constitute but one and 
the same instrument; signature pages may be detached from multiple separate 
counterparts and attached to a single counterpart so that all signature 
pages are physically attached to the same document.
 
      (f) FINAL AGREEMENT.  THIS SECOND AMENDMENT, TOGETHER WITH THE CREDIT 
AGREEMENT AND OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN 
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, 
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO 
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

      IN WITNESS WHEREOF, the parties hereto have caused this Second 
Amendment to be duly executed and delivered by their proper and duly 
authorized officers as of the day and year first above written.

                                    SULLIVAN BROADCASTING COMPANY, INC.

                                    By:    /s/ ROYCE G. YUDKOFF
                                    Name:      Royce G. Yudkoff
                                    Title:     Vice President

                                    SULLIVAN BROADCAST HOLDINGS, INC.

                                    By:    /s/ ROYCE G. YUDKOFF
                                    Name:      Royce G. Yudkoff
                                    Title:     Vice President

                                    NATIONSBANK OF TEXAS, N.A.,
                                    as Administrative Agent and as a Lender

                                    By:    /s/ GREGORY MEADOR
                                    Name:      Gregory I. Meador
                                    Title:     Vice President

                                    BANKERS TRUST COMPANY,
                                    as a Lender

                                    By:    /s/ GINA S. THOMPSON
                                    Name:      Gina S. Thompson
                                    Title:     Vice President

                                    THE FIRST NATIONAL BANK OF BOSTON,
                                    as a Lender

                                    By:    /s/ M S Denomme
                                    Name:      M. S. Denomme
                                    Title:     VP

                                    CHEMICAL BANK,
                                    as a Lender

                                    By:    /s/ JUDITH E. SMITH
                                    Name:      Judith E. Smith
                                    Title:     VP

                                    HELLER FINANCIAL, INC.,
                                    as a Lender

                                    By:    /s/ JOANN L. HOLMAN
                                    Name:      Joann L. Holman
                                    Title:     Assistant Vice President

                                    NEW YORK LIFE INSURANCE COMPANY,
                                    as a Lender

                                    By:    /s/ ADAM G. CLEMENS
                                    Name:      Adam G. Clemens
                                    Title:     Investment Vice President

                                    BANK OF AMERICA ILLINOIS,
                                    as a Lender

                                    By:    /s/ CARL F. SALAS
                                    Name:      Carl F. Salas
                                    Title:     Vice President

                                    BANK OF MONTREAL, CHICAGO BRANCH,
                                    as a Lender

                                    By:    /s/ ALLEGRA B. GRIFFITHS
                                    Name:      Allegra B. Griffiths
                                    Title:     Director

                                    BANQUE FRANCAISE DU COMMERCE EXTERIEUR,
                                    as a Lender

                                    By:    /s/ WILLIAM C. MAIER
                                    Name:      William C. Maier
                                    Title:     VP-Group Manager

                                    By:    /s/ BJC
                                    Name:      Brian J. Cumberland
                                    Title:     Assistant Treasurer

                                    BANQUE PARIBAS,
                                    as a Lender

                                    By:    /s/ ERROL R. ANTZIS
                                    Name:      Errol R. Antzis
                                    Title:     Group Vice President

                                    CIBC INC.,
                                    as a Lender

                                    By:    /s/ P.G. SMITH
                                    Name:      Peter G. Smith
                                    Title:     Managing Director, CIBC Wood
                                               Gundy Securities Corp., as 
                                               agent.

                                    CORESTATES BANK, N.A.,
                                    as a Lender

                                    By:    /s/ EDWARD L. BUTTRELL
                                    Name:      Edward L. Buttrell
                                    Title:     Vice President

                                    MERRILL LYNCH SENIOR FLOATING RATE
                                    FUND, INC., as a Lender

                                    By:    /s/ ANTHONY R. CLEMENTE
                                    Name:      Anthony R. Clemente
                                    Title:     Authorized Signatory

                                    THE NIPPON CREDIT BANK, LTD., LOS 
                                    ANGELES AGENCY, as a Lender

                                    By:    /s/ BERNARDO E. CORREA-HENSCHKE
                                    Name:      Bernardo E. Correa-Henschke
                                    Title:     Vice President & Senior
                                               Manager

                                    FLEET NATIONAL BANK,
                                    formerly known as Shawmut Bank 
                                    Connecticut, N.A.,
                                    as a Lender

                                    By:    /s/ LYNNE S. RANDALL
                                    Name:      Lynne S. Randall
                                    Title:     Vice President

                                    SOCIETE GENERALE,
                                    as a Lender

                                    By:    /s/ JOHN SADIK-KHAN
                                    Name:      John Sadik-Kahn
                                    Title:     Vice President

                                    THE TRAVELERS INSURANCE COMPANY,
                                    as a Lender

                                    By:    /s/ JORDAN M. STITZER
                                    Name:      Jordan M. Stitzer
                                    Title:     Vice President

                                    UNION BANK OF CALIFORNIA, N.A.,
                                    successor by merger to Union Bank,
                                    as a Lender

                                    By:    /s/ B. ADAM TROUT
                                    Name:      B. Adam Trout
                                    Title:     Asst. Vice President

                                    VAN KAMPEN AMERICAN CAPITAL PRIME
                                    RATE INCOME TRUST, as a Lender

                                    By:    /s/ BRENDAN DAY
                                    Name:
                                    Title:

                                    THE NORTHWESTERN MUTUAL LIFE
                                    INSURANCE COMPANY, as a Lender

                                    By:    /s/ JOHN E. SCHLIFSKE
                                    Name:      John E. Schlifske
                                    Title:     Vice President

                                    NEW YORK LIFE INSURANCE AND ANNUITY 
                                    CORPORATION, as a Lender

                                    By:    /s/ ADAM G. CLEMENS
                                    Name:      Adam G. Clemens
                                    Title:     Investment Vice President

                                    AERIES FINANCE LTD.,
                                    as a Lender

                                    By:  
                                    Name:
                                    Title

                                    SENIOR DEBT PORTFOLIO,
                                    By: Boston Management and Research,
                                        as Investment Advisor

                                    By:    /s/ JEFFREY S. GARNER
                                    Name:      Jeffrey S. Garner
                                    Title:     Vice President

                                    RESTRUCTURED OBLIGATIONS BACKED BY
                                    SENIOR ASSETS B.V., as a Lender
                                    By: Chancellor Senior Secured Management
                                        Inc., as Portfolio Advisor

                                    By:    /s/ GREGORY L. SMITH
                                    Name:      Gregory L. Smith
                                    Title:     Vice President

                                    NATIONSBANK, N.A. (CAROLINAS),
                                    as a Lender

                                    By:    /s/ GREG MEADOR
                                    Name:      Greg Meador
                                    Title:     Vice President

                                    BANK OF AMERICA NT & SA,
                                    as a Lender

                                    By:    /s/ CARL F. SALAS
                                    Name:      Carl F. Salas
                                    Title:     Vice President

                                    INDOSUEZ CAPITAL FUNDING II, LIMITED,
                                    as a Lender
                                    by Indosuez Capital as Portfolio Advisor

                                    By:    /s/ FRANCOIS BERTHELOT
                                    Name:      Francois Berthelot
                                    Title:     Vice President