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                                                          Exhibit 1.1

                                    150,000 Shares
                                           
                           Granite Broadcasting Corporation

                   12 3/4% Cumulative Exchangeable Preferred Stock
                                           



                                  Purchase Agreement


                                                           January 27, 1997
Goldman, Sachs & Co.,
BT Securities Corporation,
Lazard Freres & Co. LLC,
Salomon Brothers Inc,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

     Granite Broadcasting Corporation, a Delaware corporation (the 
"Company"), proposes, subject to the terms and conditions stated herein, to 
issue and sell to the Purchasers named in Schedule I hereto (the 
"Purchasers") 150,000 shares of its 12 3/4% Cumulative Exchangeable Preferred 
Stock, initial liquidation preference $1,000 per share (the "Securities", 
which term shall, unless the context otherwise requires, include the Exchange 
Offer Preferred Stock (as defined in the Exchange and Registration Rights 
Agreement to be dated January 31, 1997 (the "Registration Rights 
Agreement")). The Securities are exchangeable, in whole or in part on any 
dividend payment date, at the option of the Company, for its 12 3/4% Exchange 
Debentures due 2009 (the "Exchange Debentures", which term shall, unless the 
context otherwise requires, include the Exchange Offer Debentures (as defined 
in the Registration Rights Agreement) to be issued under an indenture 
substantially in the form thereof to be delivered to the Purchasers prior to 
or at the Time of Delivery (as defined below) (the "Indenture").

     The Purchasers and their direct and indirect transferees of the 
Securities will be entitled to the benefits of the Registration Rights 
Agreement, pursuant to which the Company has agreed, among other things, to 
file a registration statement (the "Registration Statement") with the 
Securities and Exchange Commission (the "Commission") registering the 
Securities or the Exchange Debentures under the Securities Act of 1933, as 
amended (the "Act").

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  1.  The Company represents and warrants to, and agrees with, each of the 
      Purchasers that:

        (a)   A preliminary offering circular, dated January 22, 1997 (the 
      "Preliminary Offering Circular"), and an offering circular, dated 
      January 27, 1997 (the "Offering Circular"), have been prepared in 
      connection with the offering of the Securities.  The Preliminary Offering
      Circular and the Offering Circular and any amendments or supplements
      thereto and the Exchange Act Reports (as defined below) did not and will
      not, as of their respective dates, contain an untrue statement of a 
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading; provided, however, that this representation and
      warranty shall not apply to any statements or omissions made in reliance
      upon and in conformity with information furnished in writing to the
      Company by a Purchaser through Goldman, Sachs & Co. expressly for use
      therein.  The Exchange Act Reports, when they were filed with the 
      Securities and Exchange Commission (the "Commission"), conformed in all
      material respects to the applicable requirements of the Securities 
      Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable
      rules and regulations of the Commission thereunder.  "Exchange Act
      Reports" means the Company's most recent Annual Report on Form 10-K and
      all subsequent documents filed with the Commission pursuant to Section
      13(a), 13(c) or 15(d) of the Exchange Act on or prior to the date of the
      Preliminary Offering Circular or the Offering Circular, as the case may
      be.

        (b)   The Company and its subsidiaries, taken as a whole, have not 
      sustained since the date of the latest unaudited financial statements 
      included in the Offering Circular any material loss or interference with
      its business from fire, explosion, flood or other calamity, whether or
      not covered by insurance, or from any labor dispute or court or
      governmental action, order or decree, otherwise than as set forth or
      contemplated in the Offering Circular; and, since the respective dates as
      of which information is given in the Offering Circular, there has not been
      any change in the capital stock (other than conversion of preferred stock
      into Common Stock (Nonvoting) and the exercise of certain employee stock
      options and awards) or any increase in the short-term debt (other than
      trade payables), long-term debt (other than an increase of not more than
      $500,000 under the Company's revolving credit facility (the "Revolving
      Credit Facility") under the Credit Agreement (as such term is defined in
      the Offering Circular) or redeemable stock of the Company and its
      subsidiaries or any material adverse change, or any development involving
      a prospective material adverse change, in or affecting the general
      affairs, management, financial position, stockholders' equity or results
      of operations of the Company and its subsidiaries, taken as a whole,
      otherwise than as set forth or contemplated in the Offering Circular;

        (c)   The Company and its subsidiaries have good and marketable (or, 
      with respect to property in the State of Texas, indefeasible) title in
      fee simple to all real property and good and marketable title to all
      personal property owned by them, in each case free and clear of all liens,
      encumbrances and defects except such as are described in the Offering
      Circular or such as do not materially affect the value of such property
      and do not interfere with the use made and proposed to be made of such
      property by the Company and its subsidiaries; and any real property and
      buildings held under lease by the Company and its subsidiaries are held
      by them under valid, subsisting and enforceable leases with such
      exceptions as are not 


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      material and do not interfere with the use made and proposed to be made of
      such property and buildings by the Company and its subsidiaries;

        (d)   Each of the Company and its subsidiaries has been duly 
      incorporated and is validly existing as a corporation in good standing
      under the laws of its jurisdiction of incorporation, with power and 
      authority (corporate and other) to own its properties and conduct its
      business as described in the Offering Circular, and has been duly
      qualified as a foreign corporation for the transaction of business and is
      in good standing under the laws of each other jurisdiction in which it 
      owns or leases properties or conducts any business so as to require such 
      qualification, except where the failure to be so qualified would not have
      a material adverse effect on the Company and its subsidiaries, taken as a
      whole, or is subject to no material liability or disability by reason of
      the failure to be so qualified in any such jurisdiction;

        (e)   The Company has an authorized capitalization at December 31, 1996
      as set forth in the Offering Circular, and all of the issued shares of
      capital stock of the Company have been duly and validly authorized and
      issued and are fully paid and non-assessable; and all of the issued 
      shares of capital stock of each subsidiary of the Company have been duly 
      and validly authorized and issued, are fully paid and non-assessable and
      (except for directors' qualifying shares and except as otherwise set forth
      in the Offering Circular) are owned directly or indirectly by the Company,
      free and clear of all liens, encumbrances, equities or claims;

        (f)   The Securities have been duly and validly authorized, and, when 
      the Securities are issued and delivered pursuant to this Agreement and if 
      applicable the Registration Rights Agreement, such Securities will be duly
      and validly issued and fully paid and non-assessable; and the Securities 
      conform in all material respects to the description thereof contained in
      the Offering Circular;

        (g)   The Exchange Debentures have been duly authorized, and, when 
      issued and delivered in exchange for the Securities pursuant to the terms 
      thereof, will have been duly executed, authenticated, issued and delivered
      and will constitute valid and legally binding obligations of the Company 
      entitled to the benefits provided by the Indenture, under which they are
      to be issued; the Indenture has been duly authorized and, when executed 
      and delivered by the Company and the trustee under the Indenture (the
      "Trustee"), will constitute a valid and legally binding instrument of the
      Company, enforceable against the Company in accordance with its terms,
      subject, as to enforcement, to bankruptcy, insolvency, reorganization and
      other laws of general applicability relating to or affecting creditors'
      rights and to general equity principles; the Indenture will be in a form
      which would meet the requirements for qualification under the Trust
      Indenture Act of 1939, as amended (the "Trust Indenture Act"); and the
      Exchange Debentures and the Indenture will conform in all material 
      respects to the descriptions thereof in the Offering Circular and will be
      in substantially the form delivered to the Purchasers prior to or at the
      Time of Delivery.

        (h)   The Registration Rights Agreement has been duly authorized, and, 
      when executed and delivered by the Company, will constitute a valid and 
      legally binding agreement of the 


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      Company enforceable against the Company in accordance with its terms, 
      subject, as to enforcement, to bankruptcy, insolvency, reorganization and
      other laws of general applicability relating to or affecting creditors' 
      rights and to general equity principles; the Registration Rights Agreement
      will conform in all material respects to the description thereof in the 
      Offering Circular; the Exchange Offer Preferred Stock has been duly
      authorized and reserved for issuance in exchange for the Securities; and
      when delivered in accordance with the terms of the Securities and the
      Registration Rights Agreement, the Exchange Offer Preferred Stock will be
      validly issued, fully paid and non-assessable and will conform in all
      material respects to the description thereof in the Offering Circular;

        (i)   None of the transactions contemplated by this Agreement
      (including, without limitation, the use of the proceeds from the sale of
      the Securities) will violate or result in a violation of Section 7 of the
      Exchange Act, or any regulation promulgated thereunder, including, without
      limitation, Regulations G, T, U, and X of the Board of Governors of the
      Federal Reserve System; 

        (j)   Prior to the date hereof, neither the Company nor any of its
      affiliates has taken any action which is designed to or which has
      constituted or which might have been expected to cause or result in
      stabilization or manipulation of the price of any security of the Company
      in connection with the offering of the Securities;

        (k)   The issue and sale of the Securities and the compliance by the 
      Company with all of the provisions of the Securities, the Indenture, the 
      Registration Rights Agreement and this Agreement and the consummation of
      the transactions herein and therein contemplated will not conflict with or
      result in a breach or violation of any of the terms or provisions of, or
      constitute a default under, any indenture, mortgage, deed of trust, 
      sale/leaseback agreement, loan agreement or other similar financing 
      agreement or instrument or other 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, nor will such action
      result in any violation of the provisions of the Certificate of 
      Incorporation or By-laws of the Company or any statute or any order, rule
      or regulation of any court or governmental agency or body having 
      jurisdiction over the Company or any of its subsidiaries or any of their
      properties, except, in each case, for such conflicts, breaches, violations
      or defaults as would not have a material adverse effect on the Company and
      its subsidiaries, taken as a whole; and, assuming the accuracy of the
      representations and warranties of the Purchasers in Section 3, no consent,
      approval, authorization, order, registration or qualification of or with
      any such court or governmental agency or body is required for the issue
      and sale of the Securities or the consummation by the Company of the
      transactions contemplated by this Agreement, the Indenture or the
      Registration Rights Agreement, except such consents, approvals, 
      authorizations, registrations or qualifications as may be required under
      state securities or Blue Sky laws in connection with the purchase and
      distribution of the Securities by the Purchasers, and such consents,
      approvals, authorizations, registrations and qualifications as may be
      required under the Act, the Trust Indenture Act of 1939 and state or 
      foreign securities or Blue Sky laws in connection with the exchange offer
      or resale registration 


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      statement contemplated in the Offering Circular and described in the
      Registration Rights Agreement;

        (l)   Neither the Company nor any of its subsidiaries is in violation 
      of its Certificate of Incorporation or By-laws or in default in the 
      performance or observance of any obligation, covenant or condition
      contained in any indenture, mortgage, deed of trust, loan agreement,
      lease or other agreement or instrument to which it is a party or by which
      it or any of its properties may be bound, except for such violations or
      non-compliances as would not have a material adverse effect on the Company
      and its subsidiaries, taken as a whole;

        (m)   The statements set forth in the Offering Circular under the 
      captions "Description of the New Preferred Stock" and "Description of the
      Exchange Debentures" insofar as they purport to constitute a summary of
      the terms of the Securities and the Exchange Debentures, and under the
      caption "Registration Covenant; Exchange Offer", insofar as they purport
      to describe the provisions of the laws and documents referred to therein
      (other than any agreement among Purchasers), are accurate and fair in all
      material respects;

        (n)   Other than as set forth in the Offering Circular, there are no 
      legal or governmental proceedings pending to which the Company or any of
      its subsidiaries is a party or of which any property of the Company or any
      of its subsidiaries is the subject which, if determined adversely to the
      Company or any of its subsidiaries, would individually or in the aggregate
      have a material adverse effect on the current or future consolidated
      financial position, stockholders' equity or results of operations of the
      Company and its subsidiaries, taken as a whole; and, other than as set
      forth in the Offering Circular and to the best of the Company's knowledge,
      no such proceedings are threatened or contemplated by governmental 
      authorities or threatened by others;

        (o)   The Company and each of its subsidiaries holds all material 
      licenses, certificates,  permits, consents, orders, authorizations and 
      approvals for the Existing Stations (as defined below) (collectively, 
      "Licenses") from governmental authorities which are necessary to the 
      conduct of their businesses in the manner and to the full extent now 
      operated or proposed to be operated as described in the Offering Circular;
      such Licenses are in full force and effect and no proceeding has been
      instituted or pending or, to the knowledge of the Company, is contemplated
      or threatened which in any manner affects or draws into question the 
      validity or effectiveness thereof; such Licenses contain no materially
      burdensome restrictions not customarily imposed by the Federal
      Communications Commission (the "FCC") on television stations of the same
      class and type; the operation of the television stations identified,
      excluding WXON-TV and WLAJ-TV, in the Offering Circular under the caption
      "Business -- Stations Overview" (collectively, the "Existing Stations") in
      the manner and to the full extent now operated or proposed to be operated
      as described in the Offering Circular is in accordance with the
      Communications Act of 1934, as amended (the "Communications Act"), the 
      Telecommunications Act of 1996, and all orders, rules and regulations of
      the FCC, except for such noncompliance as would not have a material
      adverse effect on the Company and its subsidiaries, taken as a whole; no
      event has occurred which permits (nor has an event occurred which with
      notice or lapse of time or both would permit) the revocation or
      termination of such Licenses or which might result in any other material
      impairment of the 


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      rights of the Company or its subsidiaries therein; the Company and its 
      subsidiaries are in compliance with all statutes, orders, rules or
      regulations of the FCC relating to or affecting the broadcasting
      operations of any of the Existing Stations, except for such noncompliance
      as would not have a material adverse effect on the Company and its
      subsidiaries, taken as a whole; 

        (p)   To the best of the Company's knowledge, neither the Company nor 
      any of its subsidiaries has infringed any patents, patent rights, trade 
      names, trademarks or copyrights, which infringement might have a material
      adverse effect on the general affairs, management financial position,
      stockholders' equity or results of operations or the Company and its
      subsidiaries, taken as a whole;

        (q)   When the Securities are issued and delivered pursuant to this 
      Agreement, the Securities will not be of the same class (within the
      meaning of Rule 144A under the Act) as securities which are listed on a
      national securities exchange registered under Section 6 of the Exchange
      Act or quoted in a U.S. automated inter-dealer quotation system;

        (r)   The Company is subject to Section 13 or 15(d) of the Exchange Act;

        (s)   The Company is not, and after giving effect to the offering and 
      sale of the Securities, will not be an "investment company", or an entity
      "controlled" by an "investment company", as such terms are defined in the
      United States Investment Company Act of 1940, as amended (the "Investment
      Company Act");

        (t)   Assuming the accuracy of the representations and warranties of 
      the Purchasers in Section 3, neither the Company, nor any person acting on
      its or their behalf has offered or sold the Securities by means of any 
      general solicitation or general advertising within the meaning of Rule
      502(c) under the Act;

        (u)   Other than the conversion of preferred stock into Common Stock 
      (Nonvoting) and the exercise of certain employee stock options and awards,
      within the preceding six months, neither the Company nor any other person 
      acting on behalf of the Company has offered or sold to any person any
      Securities, or any securities of the same or a similar class as the
      Securities, other than Securities offered or sold to the Purchasers
      hereunder.  The Company will take reasonable precautions designed to 
      insure that any offer or sale, direct or indirect, in the United States
      or to any U.S. person (as defined in Rule 902 under the Act) of any 
      Securities or any substantially similar security issued by the Company,
      within six months subsequent to the date on which the distribution of the
      Securities has been completed (as notified to the Company by Goldman, 
      Sachs & Co.), is made under restrictions and other circumstances 
      reasonably designed not to affect the status of the offer and sale of the
      Securities in the United States and to U.S. persons contemplated by this
      Agreement as transactions exempt from the registration provisions of the 
      Act; 

        (v)   Neither the Company nor any of its affiliates does business with 
      the government of Cuba or with any person or affiliate located in Cuba
      within the meaning of Section 517.075, Florida Statutes; and 


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        (w)   Ernst & Young LLP, who have certified certain financial statements
      of the Company and its subsidiaries, are independent public accountants
      as required by the Act and the rules and regulations of the Commission
      thereunder.

  2.  Subject to the terms and conditions herein set forth, the Company 
agrees to issue and sell to each of the Purchasers, and each of the 
Purchasers agrees, severally and not jointly, to purchase from the Company, 
at a purchase price of $965.00 per share plus accumulated dividends, if any, 
from January 31, 1997, the respective number of Securities set forth opposite 
the name of such Purchaser in Schedule I hereto.

  3.  Upon the authorization by you of the release of the Securities, the 
several Purchasers propose to offer the Securities for sale upon the terms 
and conditions set forth in this Agreement and the Offering Circular and each 
Purchaser hereby represents and warrants to, and agrees with the Company that:

        (a)   It has offered or sold and will offer and sell the Securities 
      only (i) to persons who it reasonably believes are "qualified 
      institutional buyers" ("QIBs") within the meaning of Rule 144A under the
      Act in transactions meeting the requirements of Rule 144A or (ii) subject
      to an initial minimum purchase requirement of $100,000, to  a limited
      number of institutional investors that it reasonably believes are
      "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or
      (7) under the Securities Act ("Institutional Accredited Investors");

        (b)   It is an Institutional Accredited Investor; and

        (c)   It has not offered or sold and will not offer or sell the 
      Securities by any form of general solicitation or general advertising, 
      including but not limited to the methods described in Rule 502(c) under
      the Act.

  4.  (a) Except as set forth in the next paragraph, the Securities to be 
purchased by each Purchaser hereunder will be represented by one definitive 
global certificate for the Securities in book-entry form, which will be 
deposited by or on behalf of the Company with The Depository Trust Company 
("DTC") or its designated custodian.  The Company will deliver the Securities 
to Goldman, Sachs & Co., for the account of each Purchaser, against payment 
by or on behalf of such Purchaser of the purchase price therefor by certified 
or official bank check or checks, payable to the order of the Company in, or 
by wire transfer to an account specified by the Company of, Federal (same 
day) funds, by causing DTC to credit the Securities to the account of 
Goldman, Sachs & Co. at DTC.  The Company will cause the certificate 
representing the Securities to be made available to Goldman, Sachs & Co. for 
checking at least twenty-four hours prior to the Time of Delivery (as defined 
below) at the office of DTC or its designated custodian (the "Designated 
Office").  The time and date of such delivery and payment shall be 9:30 a.m., 
New York City time, on January 31, 1997 or such other time and date as 
Goldman, Sachs & Co. and the Company may agree upon in writing.  Such time 
and date are herein called the "Time of Delivery".

      Such Securities, if any, as Goldman, Sachs & Co. may request upon at 
least forty-eight hours' prior notice to the Company (such request to include 
the authorized denominations and the names in which they are to be 
registered), shall be delivered in definitive certificated form, by or on 
behalf of the Company to Goldman, Sachs & Co. for the account of certain of 
the Purchasers,


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against payment by or on behalf of such Purchaser of the purchase price 
therefor by certified or official bank check or checks, payable to the order 
of the Company in, or by wire transfer to an account specified by the Company 
of, Federal (same day) funds.  The Company will cause the certificate 
representing the Securities to be made available for checking and packaging 
at least twenty-four hours prior to the Time of Delivery at the office of 
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

      (b) The documents to be delivered at the Time of Delivery by or on 
behalf of the parties hereto pursuant to Section 7 hereof, including the 
cross-receipt for the Securities and any additional documents requested by 
the Purchasers pursuant to Section 7(i) hereof, will be delivered at such 
time and date at the offices of Sullivan & Cromwell, 125 Broad Street, New 
York, New York 10004 (the "Closing Location"), and the Securities will be 
delivered at the Designated Office, all at the Time of Delivery.  A meeting 
will be held at the Closing Location at 3:00 p.m., New York City time, on the 
New York Business Day next preceding the Time of Delivery, at which meeting 
the final drafts of the documents to be delivered pursuant to the preceding 
sentence will be available for review by the parties hereto.  For the 
purposes of this Section 4, "New York Business Day" shall mean each Monday, 
Tuesday, Wednesday, Thursday and Friday which is not a day on which banking 
institutions in New York are generally authorized or obligated by law or 
executive order to close.

   5.     The Company agrees with each of the Purchasers:

            (a)   To prepare the Offering Circular in a form approved by you; 
          to make no amendment or any supplement to the Offering Circular which
          shall be disapproved by you promptly after reasonable notice thereof;
          and to furnish you with copies thereof;

            (b)   Promptly from time to time to take such action as you may 
          reasonably request to qualify the Securities for offering and sale
          under the securities laws of such jurisdictions as you may request
          and to comply with such laws so as to permit the continuance of sales
          and dealings therein in such jurisdictions for as long as may be
          necessary to complete the distribution of the Securities, provided
          that in connection therewith the Company shall not be required to
          qualify as a foreign corporation or to file a general consent to 
          service of process in any jurisdiction;

            (c)   Prior to 10:00 A.M., New York City time, on the New York 
       Business Day next succeeding the date of this Agreement and from time 
       to time, to furnish the Purchasers with four copies of the Offering
       Circular and each amendment or supplement thereto, signed by an 
       authorized officer of the Company, and any amendment or supplement
       containing amendments to the financial statements covered by such 
       report, signed by the accountants, and additional copies thereof in
       New York City in such quantities as you may reasonably request and, if
       at any time prior to the earlier of (i) nine months after the date of
       the Offering Circular and (ii) the consummation of the exchange offer
       registered with the Commission as contemplated by the Registration
       Rights Agreement, any event shall have occurred as a result of which the
       Offering Circular as then amended or supplemented would include an
       untrue statement of a material fact or omit to state any material fact 
       necessary in order to make the statements therein, in the 


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       light of the circumstances under which they were made when such 
       Offering Circular is delivered, not misleading or, if for any other
       reason it shall be necessary or desirable during such same period to
       amend or supplement the Offering Circular, to notify you and upon your
       request to prepare and furnish without charge to each Purchaser and to
       any dealer in securities as many copies as you may from time to time
       reasonably request of an amended Offering Circular or a supplement to
       the Offering Circular which will correct such statement or omission or
       effect such compliance;

         (d)   During the period beginning from the date hereof and 
       continuing until the date six months after the Time of Delivery, not to 
       offer, sell, contract to sell or otherwise dispose of, except as
       provided hereunder, any securities of the Company that are substantially
       similar to the Securities;

         (e)   Not to be or become, at any time prior to the expiration of 
       three years after the Time of Delivery, an open-end investment company,
       unit investment trust, closed-end investment company or face-amount 
       certificate company that is or is required to be registered under
       Section 8 of the Investment Company Act;

         (f)   At any time when the Company is not subject to Section 13 or 
       15(d) of the Exchange Act, for the benefit of holders from time to time
       of Securities, to furnish at its expense, upon request, to holders of
       Securities and prospective purchasers of securities information (the
       "Additional Issuer Information") satisfying the requirements of 
       subsection (d)(4)(i) of Rule 144A under the Act;

         (g)   If reasonably requested by you at any time when any of the 
       Securities are (i) restricted securities, as defined in Rule 144(a)(3)
       under the Act or (ii) securities that can only be sold pursuant to
       Regulation S under the Act, Rule 144A under the Act or Rule 144 under
       the Act or in a transaction exempt from the registration requirements
       under the Act pursuant to Section 4 of the Act and not involving a
       public offering, to use its reasonable best efforts to cause such 
       Securities to be eligible for the PORTAL trading system of the National
       Association of Securities Dealers, Inc.;

         (h)   With respect to the sale of the Securities to the Purchasers, 
       to file with the Commission, not later than 15 days after the Time of 
       Delivery, five copies of a notice on Form D under the Act (one of which
       will be manually signed by a person duly authorized by the Company); to
       otherwise comply with the requirements of Rule 503 under the Act; and to
       furnish promptly to you evidence of each such required timely filing 
       thereunder (including a copy thereof);

         (i)    During a period of five years from the date of the Offering 
       Circular, to furnish to you copies of all reports or other communications
       (financial or other) furnished to stockholders of the Company, and to 
       deliver to you (i) as soon as they are available, copies of any reports
       and financial statements furnished to or filed with the Commission or
       any securities exchange on which the Securities or any class of 
       securities of the Company is listed; and (ii) such additional information
       concerning the business and financial condition of the Company as you may
       from time to time reasonably request (such financial statements to be on
       a consolidated basis to the 


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       extent the accounts of the Company and its subsidiaries are consolidated
       in reports furnished to its stockholders generally or to the Commission);

         (j)   During the period of three years (or such lesser period 
       required by Rule 144(k) in the event Rule 144(k) under the Act is
       amended) after the Time of Delivery, the Company will not, and will not
       permit any of its "affiliates" (as defined in Rule 144 under the Act) to,
       resell any of the Securities which constitute "restricted securities"
       under Rule 144 that have been reacquired by any of them;

         (k)   The Company will comply with the Registration Rights 
       Agreement; and

         (l)   To use the net proceeds received by it from the sale of the 
       Securities pursuant to this Agreement in the manner specified in the
       Offering Circular under the caption "Use of Proceeds".

   6.  The Company covenants and agrees with the several Purchasers that the 
Company will pay or cause to be paid the following: (i) the fees, 
disbursements and expenses of the Company's counsel and accountants in 
connection with the issue of the Securities and all other expenses in 
connection with the preparation, printing and filing of the Preliminary 
Offering Circular and the Offering Circular and any amendments and 
supplements thereto and the mailing and delivering of copies thereof to the 
Purchasers and dealers; (ii) the cost of printing or producing any Agreement 
among Purchasers, this Agreement, the Indenture, any Blue Sky and Legal 
Investment Memoranda, closing documents (including any compilations thereof) 
and any other documents in connection with the offering, purchase, sale and 
delivery of the Securities, excluding (except as provided in clause (iii)) 
fees for legal services of counsel for the Purchasers; (iii) all expenses in 
connection with the qualification of the Securities for offering and sale 
under state securities laws as provided in Section 5(b) hereof, including the 
fees and disbursements of counsel for the Purchasers in connection with such 
qualification and in connection with the Blue Sky and legal investment 
surveys; (iv) any fees charged by securities rating services for rating the 
Securities; (v) the cost of preparing the Securities; (vi) the fees and 
expenses of the Trustee and any agent of the Trustee and the fees and 
disbursements of counsel for the Trustee in connection with the Indenture and 
the Securities; (vii) any cost incurred in connection with the designation of 
the Securities for trading in PORTAL; and (viii) all other costs and expenses 
incident to the performance of its obligations hereunder which are not 
otherwise specifically provided for in this Section.  It is understood, 
however, that, except as provided in this Section, and Sections 8 and 11 
hereof, the Purchasers will pay all of their own costs and expenses, 
including the fees of their counsel, transfer taxes on resale of any of the 
Securities by them, and any advertising expenses connected with any offers 
they may make.

   7.  The obligations of the Purchasers hereunder shall be subject, in their 
discretion, to the condition that all representations and warranties and 
other statements of the Company herein are, at and as of the Time of 
Delivery, true and correct, the condition that the Company shall have 
performed all of its obligations hereunder theretofore to be performed, and 
the following additional conditions:

       (a)   Sullivan & Cromwell, counsel for the Purchasers, shall have 
     furnished to you such opinion or opinions, dated the Time of Delivery,
     with respect to the matters covered in paragraphs (i), (vii), (viii),
     (ix), (xx) and (xxi) of subsection (b) below as well 


                                       10

<PAGE>

     as such other related matters as you may reasonably request, and such 
     counsel shall have received such papers and information as they may 
     reasonably request to enable them to pass upon such matters;

       (b)   Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for the 
     Company, shall have furnished to you their written opinion, dated the
     Time of Delivery, in form and substance satisfactory to you, to the effect
      that:

            (i)     The Company and each of its subsidiaries is duly
          incorporated and is validly existing as a corporation in good standing
          under the laws of its jurisdiction of incorporation, with power and 
          authority (corporate and other) to own its properties and conduct
          its business as described in the Offering Circular;

            (ii)    The Company has an authorized capitalization as set forth 
          in the Offering Circular, and all of the issued shares of capital 
          stock of the Company have been duly and validly authorized and issued
          and are fully paid and non-assessable;

            (iii)   The Company and each of its subsidiaries has been duly 
          qualified as a foreign corporation for the transaction of business 
          and is in good standing under the laws of each other jurisdiction in
          which it owns or leases properties or conducts any business so as to
          require such qualification, except where the failure to be so
          qualified would not have a material adverse effect on the Company and
          its subsidiaries, taken as a whole, or is subject to no material
          liability or disability by reason of the failure to be so qualified
          in any such jurisdiction (such counsel being entitled to rely in
          respect of the opinion in this clause upon opinions of local counsel
          and in respect of matters of fact upon certificates of officers of
          the Company, provided that such counsel shall state that they believe
          that both you and they are justified in relying upon such opinions
          and certificates);

            (iv)   All of the issued shares of capital stock of each such 
          subsidiary of the Company have been duly and validly authorized and
          issued, are fully paid and non-assessable, and (except for directors'
          qualifying shares and except as otherwise set forth in the Offering 
          Circular) are owned directly or indirectly by the Company, free and 
          clear of all liens, encumbrances, equities or claims (such counsel
          being entitled to rely in respect of the opinion in this clause upon
          opinions of local counsel and in respect of matters of fact upon
          certificates of officers of the Company or its subsidiaries, provided
          that such counsel shall state that they believe that both you and
          they are justified in relying upon such opinions and certificates);

            (v)   To the best of such counsel's knowledge and other than as 
          set forth or contemplated in the Offering Circular, there are no
          legal or governmental proceedings pending to which the Company or
          any of its subsidiaries is a party or of which any property of the
          Company or any of its subsidiaries is the subject which, if
          determined adversely to the Company or any of its subsidiaries, would


                                       11

<PAGE>

          individually or in the aggregate have a material adverse effect on 
          the current or future consolidated financial position, stockholders'
          equity or results of operations of the Company and its subsidiaries;
          and, other than as set forth in the Offering Circular and to the best
          of such counsel's knowledge, no such proceedings are threatened or
          contemplated by governmental authorities or threatened by others;

            (vi)      This Agreement has been duly authorized, executed and 
          delivered by the Company;

            (vii)     The Securities have been duly and validly authorized and 
          issued and are fully paid and non-assessable; a sufficient number
          of shares of Exchange Offer Preferred Stock have been duly authorized
          and reserved for issuance; and the Exchange Offer Preferred Stock,
          when issued in accordance with the terms of the Registration Rights
          Agreement, will be validly issued and fully paid and non-assessable; 

            (viii)    The Exchange Debentures and the Indenture have been 
          duly authorized; when the Indenture has been duly executed and
          delivered by the Company and the Exchange Offer Debentures have been
          duly executed, authenticated, issued and delivered in exchange for
          the Securities pursuant to the terms thereof, the Exchange Debentures
          and the Indenture will constitute valid and legally binding 
          obligations of the Company, enforceable against the Company in 
          accordance with its terms, subject, as to enforcement, to bankruptcy,
          insolvency, reorganization and other laws of general applicability
          relating to or affecting creditors' rights and to general equity
          principles;

            (ix)      The Registration Rights Agreement has been duly
          authorized, executed and delivered, and constitutes a valid and
          legally binding obligation of the Company enforceable in accordance
          with its terms, subject, as to enforcement, to bankruptcy,
          insolvency, reorganization and other laws of general applicability
          relating to or affecting creditors' rights and to general equity
          principles; 

            (x)       The issue and sale of the Securities and the compliance 
          by the Company with all of the provisions of the Securities, the 
          Indenture, the Registration Rights Agreement and this Agreement and
          the consummation of the transactions herein and therein contemplated
          will not conflict with or result in a breach or violation of any of
          the terms or provisions of, or constitute a default under, any 
          indenture, mortgage, deed of trust, sale/leaseback agreement, loan 
          agreement or other financing agreement or any other agreement or 
          instrument that has been or, to the knowledge of such counsel, is
          required to be filed by the Company with the Commission, nor will 
          such actions result in any violation of the provisions of the
          Certificate of Incorporation or By-laws of the Company or any statute,
          rule or regulation of any governmental agency or body of the United
          States or the State of New York or Texas having jurisdiction over the
          Company or any of its subsidiaries or any of their properties or any
          court order identified by the Company to such counsel as potentially
          relevant to such transaction, except, 


                                       12

<PAGE>

          in each case, for such conflicts, breaches, violations or defaults 
          as would not have a material adverse effect on the Company and its 
          subsidiaries, taken as a whole;

            (xi)     No consent, approval, authorization, order, registration 
          or qualification of or with any court or governmental agency or body
          of the United States or the State of New York or Texas having 
          jurisdiction over the Company or any of its subsidiaries or any of
          their properties is required for the issue and sale of the Securities
          or the consummation by the Company of the transactions contemplated
          by this Agreement or the Indenture, except such consents, approvals,
          authorizations, registrations or qualifications as may be required
          under state securities or Blue Sky laws in connection with the
          purchase and distribution of the Securities by the Purchasers and
          such consents, approvals, authorizations, registrations and 
          qualifications as may be required under the Act, the Trust Indenture
          Act and state or foreign securities or Blue Sky laws in connection
          with the exchange offer or resale registration statement contemplated
          in the Offering Circular and described in the Registration Rights
          Agreement;

            (xii)    To the knowledge of such counsel after reasonable 
          investigation, neither the Company nor any of its subsidiaries is in 
          violation of its Certificate of Incorporation or By-laws or in
          default in the performance or observance of any obligation, covenant
          or condition contained in any indenture, mortgage, deed of trust, 
          loan agreement, lease or other agreement or instrument that has been
          or is required to be filed by the Company with the Commission, except
          for such violations or non-compliances as would not have a material
          adverse effect on the Company and its subsidiaries taken as a whole;

            (xiii)    The statements set forth in the Offering Circular under 
          the captions "Business -- Competition", "Business -- FCC Licenses",
          "Business -- The Cable Television Consumer Protection and Competition
          Act of 1992", "Business -- Proposed Legislation and Regulations" and
          the statements set forth in the documents incorporated by reference in
          the Offering Circular relating thereto and the statements set forth in
          the Offering Circular under the captions "Description of the New
          Preferred Stock", "Registration Covenant; Exchange Offer,"
          "Description of the Exchange Debentures," "Description of Certain Debt
          Instruments", "Description of Preferred Stock" and "Certain U.S.
          Federal Income Tax Consequences", insofar as they purport to 
          constitute a summary of the documents referred to therein or matters
          of law, are accurate summaries and fairly and correctly present, in
          all material respects, the information called for with respect to
          such documents and matters;

            (xiv)    The Company and its subsidiaries have such Licenses from 
          the FCC as are necessary for the lawful operation of the Existing
          Stations in the manner and to the full extent now operated or 
          proposed to be operated as described in the Offering Circular; such
          Licenses are in full force and effect and, to the best of such
          counsel's knowledge, no proceeding has been instituted or is
          threatened, 


                                       13

<PAGE>

          pending or contemplated which in any manner affects or draws into 
          question the validity or effectiveness thereof; such Licenses contain
          no materially burdensome restrictions not customarily imposed by the
          FCC on television stations of the same class and type;

            (xv)    To the best of such counsel's knowledge, the operation of 
          the Existing Stations in the manner and to the full extent now
          operated or proposed to be operated as described in the Offering
          Circular is in accordance with the Licenses, the Communications Act,
          the Telecommunications Act of 1996 and all orders, rules and
          regulations of the FCC, except for such noncompliance as would not
          have a material adverse effect on the Company and its subsidiaries,
          taken as a whole;

            (xvi)    To the best of such counsel's knowledge, no event has 
          occurred which permits (nor has an event occurred which with notice
          or lapse of time or both would permit) the revocation or termination
          of the Licenses from the FCC or which would reasonably be expected to
          result in any other material impairment of the rights of the Company
          or its subsidiaries to such Licenses, taken as a whole;

            (xvii)    To the best of such counsel's knowledge, the Company and
          its subsidiaries are in compliance with all statutes, orders, rules
          or regulations of the FCC relating to or affecting the broadcasting
          operations of any of the Existing Stations, except for such
          noncompliance as would not have a material adverse effect on the
          Company and its subsidiaries, taken as a whole;

            (xviii)    The Exchange Act Reports (other than the financial
          statements and related schedules therein and other financial
          information, as to which such counsel need express no opinion), when
          they were filed with the Commission, complied as to form in all
          material respects with the requirements of the Exchange Act, and the
          rules and regulations of the Commission thereunder;

            (xix)      Assuming the accuracy of the representations and 
          warranties of the Purchasers in Section 3, compliance with the resale
          limitations contained in the Offering Circular under the caption
          "Notice to Investors" and that the Purchasers have not resold the
          Securities in any Regulation S transactions, no registration of the
          Securities under the Act, and no qualification of an indenture under
          the Trust Indenture Act with respect thereto, is required for the
          offer, sale and initial resale of the Securities by the Purchasers
          in the manner contemplated by this Agreement; and

            (xx)       The Company is not an "investment company" or an 
          entity "controlled" by an "investment company", as such terms are
          defined in the Investment Company Act.  

                       In addition, such counsel shall also state that such 
          counsel has no reason to believe that (i) the Offering Circular and
          any further amendments or 


                                       14

<PAGE>

          supplements thereto made by the Company prior to the Time of 
          Delivery (other than the financial statements therein and other
          financial information, as to which such counsel need express no
          opinion) contained as of its date or contains as of the Time of
          Delivery an untrue statement of a material fact or omitted or omits,
          as the case may be, to state a material fact necessary to make the
          statements therein, in the light of the circumstances under which
          they were made, not misleading and (ii) any of the Exchange Act
          Reports (other than the financial statements and related schedules
          therein and other financial information, as to which such counsel 
          need express no opinion), when such documents were filed with the
          Commission, contained an untrue statement of a material fact or
          omitted to state a material fact necessary in order to make the
          statements therein, in the light of the circumstances under which 
          they were made when such documents were so filed, not misleading.

Akin, Gump, Strauss, Hauer & Feld, L.L.P. may limit their opinion to the laws 
of the United States, the District of Columbia, New York, Texas and Virginia 
and Delaware corporate law.

       (c)    On the date of the Offering Circular prior to the execution of 
     this Agreement and also at the Time of Delivery, Ernst & Young LLP shall
     have furnished to you a letter or letters, dated the respective dates of
     delivery thereof, in form and substance satisfactory to you, to the effect
     set forth in Annex I hereto;

       (d)   (i) The Company and its subsidiaries, taken as a whole, shall 
     not have sustained since the date of the latest unaudited financial 
     statements included in the Offering Circular any loss or interference
     with its business from fire, explosion, flood or other calamity, whether
     or not covered by insurance, or from any labor dispute or court or
     governmental action, order or decree, otherwise than as set forth or
     contemplated in the Offering Circular, and (ii) since the respective dates
     as of which information is given in the Offering Circular there shall not
     have been any change in the capital stock (other than conversion of
     preferred stock into Common Stock (Nonvoting) and the exercise of certain
     employee stock options and awards) or any increase in the short-term debt
     (other than trade payables) or long-term debt (other than an increase of
     not more than $500,000 under the Revolving Credit Facility) of the Company
     and its subsidiaries, taken as a whole, or any change, or any development
     involving a prospective change, in or affecting the general affairs,
     management, financial position, stockholders' equity or results of 
     operations of the Company and its subsidiaries, taken as a whole,
     otherwise than as set forth or contemplated in the Offering Circular, the
     effect of which, in any such case described in Clause (i) or (ii), is in
     your judgment so material and adverse as to make it impracticable or
     inadvisable to proceed with the offering or the delivery of the Securities
     on the terms and in the manner contemplated in this Agreement and in the
     Offering Circular;

       (e)   On or after the date hereof (i) no downgrading shall have 
     occurred in the rating accorded the Company's debt securities by any 
     "nationally recognized statistical rating organization", as that term is 
     defined by the Commission for purposes of Rule 436(g)(2) under the Act,
     and (ii) no such organization shall have publicly announced 


                                       15

<PAGE>

     that it has under surveillance or review, with possible negative
     implications, its rating of any of the Company's debt securities; 

       (f)   On or after the date hereof there shall not have occurred any of 
     the following: (i) a suspension or material limitation in trading in 
     securities generally on the New York Stock Exchange or on the Nasdaq
     National Market; (ii) a suspension or material limitation in trading in
     the Company's securities on the Nasdaq National Market; (iii) a general
     moratorium on commercial banking activities declared by either Federal or
     New York State authorities; (iv) the outbreak or escalation of hostilities
     involving the United States or the declaration by the United States of a
     national emergency or war, if the effect of any such event specified in
     this Clause (iv) in your judgment makes it impracticable or inadvisable to
     proceed with the offering or the delivery of the Securities on the terms
     and in the manner contemplated in the Offering Circular; or (v) the
     occurrence of any material adverse change in the existing, financial,
     political or economic conditions in the United States or elsewhere which,
     in your judgment, would materially and adversely affect the financial
     markets or the markets for the Securities and other equity or debt 
     securities;

    (g)   The Securities shall have been designated for trading on PORTAL; 

    (h)   The Company shall have complied with the provisions of Section 5(c) 
hereof with respect to the furnishing of Offering Circulars, amendments and 
supplements on the New York Business Day next succeeding the date of this 
Agreement;

    (i)   The Company shall have furnished or caused to be furnished to you 
at the Time of Delivery certificates of officers of the Company satisfactory 
to you as to the accuracy of the representations and warranties of the 
Company herein at and as of such Time of Delivery, as to the performance by 
the Company of all of its obligations hereunder to be performed at or prior 
to such Time of Delivery, as to the matters set forth in subsection (e) of 
this Section and as to such other matters as you may reasonably request.

     8.  (a)  The Company will indemnify and hold harmless each Purchaser 
against any losses, claims, damages or liabilities, joint or several, to 
which such Purchaser may become subject, under the Act or otherwise, insofar 
as such losses, claims, damages or liabilities (or actions in respect 
thereof) arise out of or are based upon an untrue statement or alleged untrue 
statement of a material fact contained in any Preliminary Offering Circular 
or the Offering Circular or any Exchange Act Report, or any amendment or 
supplement thereto, or arise out of or are based upon the omission or alleged 
omission to state therein a material fact necessary to make the statements 
therein, in the light of the circumstances under which they were made, not 
misleading, and will reimburse each Purchaser for any legal or other expenses 
reasonably incurred by such Purchaser in connection with investigating or 
defending any such action or claim as such expenses are incurred; provided, 
however, that the Company shall not be liable in any such case to the extent 
that any such loss, claim, damage or liability arises out of or is based upon 
an untrue statement or alleged untrue statement or omission or alleged 
omission made in any Preliminary Offering Circular or the Offering Circular 
or any such amendment or supplement in reliance upon and in conformity 

                                       16

<PAGE>

with written information furnished to the Company by any Purchaser through 
Goldman, Sachs & Co. expressly for use therein.

     (b) Each Purchaser will indemnify and hold harmless the Company against 
any losses, claims, damages or liabilities to which the Company may become 
subject, under the Act or otherwise, insofar as such losses, claims, damages 
or liabilities (or actions in respect thereof) arise out of or are based upon 
an untrue statement or alleged untrue statement of a material fact contained 
in any Preliminary Offering Circular or the Offering Circular, or any 
amendment or supplement thereto, or arise out of or are based upon the 
omission or alleged omission to state therein a material fact or necessary to 
make the statements therein, in the light of the circumstances under which 
they were made, not misleading, in each case to the extent, but only to the 
extent, that such untrue statement or alleged untrue statement or omission or 
alleged omission was made in any Preliminary Offering Circular or the 
Offering Circular or any such amendment or supplement in reliance upon and in 
conformity with written information furnished to the Company by such 
Purchaser through Goldman, Sachs & Co. expressly for use therein; and will 
reimburse the Company for any legal or other expenses reasonably incurred by 
the Company in connection with investigating or defending any such action or 
claim as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) 
or (b) above of notice of the commencement of any action, such indemnified 
party shall, if a claim in respect thereof is to be made against the 
indemnifying party under such subsection, notify the indemnifying party in 
writing of the commencement thereof; but the omission so to notify the 
indemnifying party shall not relieve it from any liability which it may have 
to any indemnified party otherwise than under such subsection.  In case any 
such action shall be brought against any indemnified party and it shall 
notify the indemnifying party of the commencement thereof, the indemnifying 
party shall be entitled to participate therein and, to the extent that it 
shall wish, jointly with any other indemnifying party similarly notified, to 
assume the defense thereof, with counsel satisfactory to such indemnified 
party (who shall not, except with the consent of the indemnified party, be 
counsel to the indemnifying party), and, after notice from the indemnifying 
party to such indemnified party of its election so to assume the defense 
thereof, the indemnifying party shall not be liable to such indemnified party 
under such subsection for any legal expenses of other counsel or any other 
expenses, in each case subsequently incurred by such indemnified party, in 
connection with the defense thereof other than reasonable costs of 
investigation.  No indemnifying party shall, without the written consent of 
the indemnified party, effect the settlement or compromise of, or consent to 
the entry of any judgment with respect to, any pending or threatened action 
or claim in respect of which indemnification or contribution may be sought 
hereunder (whether or not the indemnified party is an actual or potential 
party to such action or claim) unless such settlement, compromise or judgment 
(i) includes an unconditional release of the indemnified party from all 
liability arising out of such action or claim and (ii) does not include a 
statement as to, or an admission of, fault, culpability or a failure to act, 
by or on behalf of any indemnified party.

     (d) If the indemnification provided for in this Section 8 is unavailable 
to or insufficient to hold harmless an indemnified party under subsection (a) 
or (b) above in respect of any losses, claims, damages or liabilities (or 
actions in respect thereof) referred to therein, then each indemnifying party 
shall contribute to the amount paid or payable by such indemnified party as a 
result of such losses, claims, damages or liabilities (or actions in respect 
thereof) in such proportion 

                                       17

<PAGE>

as is appropriate to reflect the relative benefits received by the Company on 
the one hand and the Purchasers on the other from the offering of the 
Securities.  If, however, the allocation provided by the immediately 
preceding sentence is not permitted by applicable law or if the indemnified 
party failed to give the notice required under subsection (c) above, then 
each indemnifying party shall contribute to such amount paid or payable by 
such indemnified party in such proportion as is appropriate to reflect not 
only such relative benefits but also the relative fault of the Company on the 
one hand and the Purchasers on the other in connection with the statements or 
omissions which resulted in such losses, claims, damages or liabilities (or 
actions in respect thereof), as well as any other relevant equitable 
considerations.  The relative benefits received by the Company on the one 
hand and the Purchasers on the other shall be deemed to be in the same 
proportion as the total net proceeds from the offering (before deducting 
expenses) received by the Company bear to the total Purchasers' discounts and 
commissions received by the Purchasers, in each case as set forth in the 
Offering Circular.  The relative fault 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 Company on the one hand or the 
Purchasers on the other and the parties' relative intent, knowledge, access 
to information and opportunity to correct or prevent such statement or 
omission. The Company and the Purchasers agree that it would not be just and 
equitable if contribution pursuant to this subsection (d) were determined by 
pro rata allocation (even if the Purchasers were treated as one entity for 
such purpose) or by any other method of allocation which does not take 
account of the equitable considerations referred to above in this subsection 
(d).  The amount paid or payable by an indemnified party as a result of the 
losses, claims, damages or liabilities (or actions in respect thereof) 
referred to above in this subsection (d) shall be deemed to include any legal 
or other expenses reasonably incurred by such indemnified party in connection 
with investigating or defending any such action or claim.  Notwithstanding 
the provisions of this subsection (d), no Purchaser shall be required to 
contribute any amount in excess of the amount by which the total price at 
which the Securities purchased by it and distributed to investors were 
offered to investors exceeds the amount of any damages which such Purchaser 
has otherwise been required to pay by reason of such untrue or alleged untrue 
statement or omission or alleged omission. The Purchasers' obligations in 
this subsection (d) to contribute are several in proportion to their 
respective purchase obligations and not joint.

     (e) The obligations of the Company under this Section 8 shall be in 
addition to any liability which the Company may otherwise have and shall 
extend, upon the same terms and conditions, to each person, if any, who 
controls any Purchaser within the meaning of the Act; and the obligations of 
the Purchasers under this Section 8 shall be in addition to any liability 
which the respective Purchasers may otherwise have and shall extend, upon the 
same terms and conditions, to each officer and director of the Company and to 
each person, if any, who controls the Company within the meaning of the Act.

     9.  (a)  If any Purchaser shall default in its obligation to purchase 
the Securities which it has agreed to purchase hereunder, you may in your 
discretion arrange for you or another party or other parties to purchase such 
Securities on the terms contained herein.  If within thirty-six hours after 
such default by any Purchaser you do not arrange for the purchase of such 
Securities, then the Company shall be entitled to a further period of 
thirty-six hours within which to procure another party or other parties 
satisfactory to you to purchase such Securities on such terms.  In the event 

                                       18

<PAGE>

that, within the respective prescribed periods, you notify the Company that 
you have so arranged for the purchase of such Securities, or the Company 
notifies you that it has so arranged for the purchase of such Securities, you 
or the Company shall have the right to postpone the Time of Delivery for a 
period of not more than seven days, in order to effect whatever changes may 
thereby be made necessary in the Offering Circular, or in any other documents 
or arrangements, and the Company agrees to prepare promptly any amendments to 
the Offering Circular which in your opinion may thereby be made necessary.  
The term "Purchaser" as used in this Agreement shall include any person 
substituted under this Section with like effect as if such person had 
originally been a party to this Agreement with respect to such Securities.

     (b) If, after giving effect to any arrangements for the purchase of the 
Securities of a defaulting Purchaser or Purchasers by you and the Company as 
provided in subsection (a) above, the aggregate principal amount of such 
Securities which remains unpurchased does not exceed one-eleventh of the 
aggregate principal amount of all the Securities, then the Company shall have 
the right to require each non-defaulting Purchaser to purchase the principal 
amount of Securities which such Purchaser agreed to purchase hereunder and, 
in addition, to require each non-defaulting Purchaser to purchase its pro 
rata share (based on the principal amount of Securities which such Purchaser 
agreed to purchase hereunder) of the Securities of such defaulting Purchaser 
or Purchasers for which such arrangements have not been made; but nothing 
herein shall relieve a defaulting Purchaser from liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the 
Securities of a defaulting Purchaser or Purchasers by you and the Company as 
provided in subsection (a) above, the aggregate principal amount of 
Securities which remains unpurchased exceeds one-eleventh of the aggregate 
principal amount of all the Securities, or if the Company shall not exercise 
the right described in subsection (b) above to require non-defaulting 
Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, 
then this Agreement shall thereupon terminate, without liability on the part 
of any non-defaulting Purchaser or the Company, except for the expenses to be 
borne by the Company and the Purchasers as provided in Section 6 hereof and 
the indemnity and contribution agreements in Section 8 hereof; but nothing 
herein shall relieve a defaulting Purchaser from liability for its default.

     10. The respective indemnities, agreements, representations, warranties 
and other statements of the Company and the several Purchasers, as set forth 
in this Agreement or made by or on behalf of them, respectively, pursuant to 
this Agreement, shall remain in full force and effect, regardless of any 
investigation (or any statement as to the results thereof) made by or on 
behalf of any Purchaser or any controlling person of any Purchaser, or the 
Company, or any officer or director or controlling person of the Company, and 
shall survive delivery of and payment for the Securities.

     11. If this Agreement shall be terminated pursuant to Section 9 hereof, 
the Company shall not then be under any liability to any Purchaser except as 
provided in Sections 6 and 8 hereof; but, if for any other reason, the 
Securities are not delivered by or on behalf of the Company as provided 
herein, the Company will reimburse the Purchasers through you for all 
out-of-pocket expenses approved in writing by you, including fees and 
disbursements of counsel, reasonably incurred by the Purchasers in making 
preparations for the purchase, sale and delivery of the Securities, but the 

                                       19

<PAGE>

Company shall then be under no further liability to any Purchaser except as 
provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, you shall act on behalf of each of the 
Purchasers, and the parties hereto shall be entitled to act and rely upon any 
statement, request, notice or agreement on behalf of any Purchaser made or 
given by you jointly or by Goldman, Sachs & Co. on behalf of you.

     All statements, requests, notices and agreements hereunder shall be in 
writing, and if to the Purchasers shall be delivered or sent by mail, telex 
or facsimile transmission to you as the representatives in care of Goldman, 
Sachs & Co., 85 Broad Street, New York, New York 10004, Attention: 
Registration Department; and if to the Company shall be delivered or sent by 
mail, telex or facsimile transmission to the address of the Company set forth 
in the Offering Circular, Attention: Secretary; provided, however, that any 
notice to a Purchaser pursuant to Section 8(c) hereof shall be delivered or 
sent by mail, telex or facsimile transmission to such Purchaser at its 
address set forth in its Purchasers' Questionnaire, or telex constituting 
such Questionnaire, which address will be supplied to the Company by you upon 
request.  Any such statements, requests, notices or agreements shall take 
effect upon receipt thereof.

     13. This Agreement shall be binding upon, and inure solely to the 
benefit of, the Purchasers, the Company and, to the extent provided in 
Sections 8 and 10 hereof, the officers and directors of the Company and each 
person who controls the Company or any Purchaser, and their respective heirs, 
executors, administrators, successors and assigns, and no other person shall 
acquire or have any right under or by virtue of this Agreement. No purchaser 
of any of the Securities from any Purchaser shall be deemed a successor or 
assign by reason merely of such purchase.

     14. Time shall be of the essence of this Agreement.

     15. This Agreement shall be governed by and construed in accordance with 
the laws of the State of New York.

     16. This Agreement may be executed by any one or more of the parties 
hereto in any number of counterparts, each of which shall be deemed to be an 
original, but all such respective counterparts shall together constitute one 
and the same instrument.
 




                                       20

<PAGE>

     If the foregoing is in accordance with your understanding, please sign 
and return to us six counterparts hereof, and upon the acceptance hereof by 
you, on behalf of each of the Purchasers, this letter and such acceptance 
hereof shall constitute a binding agreement between each of the Purchasers 
and the Company.  

                                  Very truly yours,

                                  Granite Broadcasting Corporation
 
                                  By: /s/ LARRY I. WILLS
                                     --------------------------------
                                     Name:  Larry I. Wills
                                     Title: Vice President -- Finance

Accepted as of the date hereof:

Goldman, Sachs & Co.

 /s/ GOLDMAN, SACHS & CO.  
------------------------------
   (Goldman, Sachs & Co.)


BT Securities Corporation

By: /s/ G. PAUL
   ---------------------------
   Name:  G. Paul
   Title: Managing Director

Lazard Freres & Co. LLC

By: /s/ DONALD A. WAGNER
   ---------------------------
   Name:  Donald A. Wagner
   Title: Managing Director

Salomon Brothers Inc

By: /s/ TODD E. DUNCAN
   ----------------------------
   Name:  Todd E. Duncan
   Title: Vice President

                                       21

<PAGE>

                                       SCHEDULE I

                                                                      Number of
                                                                      Securities
                                                                        to be
                              Purchaser                               Purchased


Goldman, Sachs & Co..............................................     67,500
BT Securities Corporation........................................     30,000
Lazard Freres & Co. LLC..........................................     30,000
Salomon Brothers Inc.............................................     22,500
                                                                     -------
     Total..............................................             150,000






















                                       22 

<PAGE>
                                                                         ANNEX I

     Pursuant to Section 7(c) of the Purchase Agreement, the accountants 
shall furnish letters to the Purchasers to the effect that:

    (i)   They are independent certified public accountants with respect to 
the Company and its subsidiaries within the meaning of the Securities 
Exchange Act of 1934 (the "Exchange Act") and the applicable published rules 
and regulations thereunder;

    (ii)  In their opinion, the consolidated financial statements and 
financial statement schedules audited by them and included or incorporated by 
reference in the Offering Circular comply as to form in all material respects 
with the requirements of the Exchange Act and the related published rules and 
regulations; and they have made a review in accordance with standards 
established by the American Institute of Certified Public Accountants of the 
consolidated interim financial statements, selected financial data, pro forma 
financial information, financial forecasts and/or condensed financial 
statements derived from audited financial statements of the Company for the 
periods specified in such letter, as indicated in their reports thereon, 
copies of which have been furnished to the Purchasers and are attached hereto;

    (iii) They have made a review in accordance with standards established by 
the American Institute of Certified Public Accountants of the unaudited 
condensed consolidated statements of income, consolidated balance sheets and 
consolidated statements of cash flows included in or incorporated by 
reference in the Offering Circular and included in the Company's quarterly 
reports on Form 10-Q as indicated in their reports thereon, copies of which 
have been furnished to the Purchasers and are attached hereto; and on the 
basis of specified procedures including inquiries of officials of the Company 
who have responsibility for financial and accounting matters regarding 
whether the unaudited condensed consolidated financial statements referred to 
in paragraph (v)(A)(i) below comply as to form in all material respects with 
the accounting requirements of the Exchange Act and the related published 
rules and regulations, nothing came to their attention that caused them to 
believe that the unaudited condensed consolidated financial statements do not 
comply as to form in all material respects with the accounting requirements 
of the Exchange Act and the related published rules and regulations;

    (iv)  The unaudited selected financial information with respect to the 
consolidated results of operations and financial position of the Company for 
the five most recent fiscal years included or incorporated by reference in 
the Offering Circular agrees with the corresponding amounts (after 
restatements where applicable) in the audited consolidated financial 
statements for such five fiscal years;

    (v)   On the basis of limited procedures not constituting an audit in 
accordance with generally accepted auditing standards, consisting of a 
reading of the unaudited financial statements and other information referred 
to below, a reading of the latest available interim financial statements of 
the Company and its subsidiaries, inspection of the minute books of the 
Company and its subsidiaries since the date of the latest audited financial 
statements included or incorporated by reference in the Offering Circular, 
inquiries of officials of the 

                                       1

<PAGE>

Company and its subsidiaries responsible for financial and accounting matters 
and such other inquiries and procedures as may be specified in such letter, 
nothing came to their attention that caused them to believe that:

   (A)    (i) the unaudited consolidated statements of income, consolidated 
balance sheets and consolidated statements of cash flows included or 
incorporated by reference in the Offering Circular do not comply as to form 
in all material respects with the accounting requirements of the Exchange Act 
and the related published rules and regulations, or (ii) any material 
modifications should be made to the unaudited condensed consolidated 
statements of income, consolidated balance sheets and consolidated statements 
of cash flows included or incorporated by reference in the Offering Circular 
for them to be in conformity with generally accepted accounting principles;

   (B)    any other unaudited income statement data and balance sheet items 
included in the Offering Circular do not agree with the corresponding items 
in the unaudited consolidated financial statements from which such data and 
items were derived, and any such unaudited data and items were not determined 
on a basis substantially consistent with the basis for the corresponding 
amounts in the audited consolidated financial statements included or 
incorporated by reference in the Offering Circular;

   (C)    the unaudited financial statements which were not included in the 
Offering Circular but from which were derived any unaudited condensed 
financial statements referred to in Clause (A) and any unaudited income 
statement data and balance sheet items included in the Offering Circular and 
referred to in Clause (B) were not determined on a basis substantially 
consistent with the basis for the audited consolidated financial statements 
included in the Offering Circular;

   (D)    any unaudited pro forma consolidated condensed financial statements 
included in the Offering Circular do not comply as to form in all material 
respects with the accounting requirements of the Exchange Act and the 
published rules and regulations thereunder or the pro forma adjustments have 
not been properly applied to the historical amounts in the compilation of 
those statements;

   (E)    as of a specified date not more than five days prior to the date of 
such letter, there have been any changes in the consolidated capital stock 
(other than issuances of capital stock upon exercise of options and stock 
appreciation rights, upon earn-outs of performance shares and upon 
conversions of convertible securities, in each case which were outstanding on 
the date of the latest financial statements included or incorporated by 
reference in the Offering Circular) or any increase in the consolidated 
long-term debt of the Company and its subsidiaries, or any decreases in 
consolidated net current assets or stockholders' equity or other items 
specified by the Purchasers, or any increases in any items specified by the 
Purchasers, in each case as compared with amounts shown in the latest balance 
sheet included or incorporated by reference in the Offering Circular, except 
in each case for changes, 

                                       2

<PAGE>

increases or decreases which the Offering Circular discloses have occurred or 
may occur or which are described in such letter; and

   (F)    for the period from the date of the latest financial statements 
included or incorporated by reference in the Offering Circular to the 
specified date referred to in Clause (E) there were any decreases in 
consolidated net revenues or operating profit or the total or per share 
amounts of consolidated net income or other items specified by the 
Purchasers, or any increases in any items specified by the Purchasers, in 
each case as compared with the comparable period of the preceding year and 
with any other period of corresponding length specified by the Purchasers, 
except in each case for decreases or increases which the Offering Circular 
discloses have occurred or may occur or which are described in such letter; 
and

    (vi)  In addition to the examination referred to in their report(s) 
included or incorporated by reference in the Offering Circular and the 
limited procedures, inspection of minute books, inquiries and other 
procedures referred to in paragraphs (iii) and (iv) above, they have carried 
out certain specified procedures, not constituting an audit in accordance 
with generally accepted auditing standards, with respect to certain amounts, 
percentages and financial information specified by the Purchasers, which are 
derived from the general accounting records of the Company and its 
subsidiaries, which appear in the Offering Circular or in documents 
incorporated by reference in the Offering Circular, and have compared certain 
of such amounts, percentages and financial information with the accounting 
records of the Company and its subsidiaries and have found them to be in 
agreement.














                                       3