OUTLET COMMUNICATIONS INC, SC 13D/A, 1995-07-10

OUTLET COMMUNICATIONS INC
SC 13D/A, 1995-07-10
TELEVISION BROADCASTING STATIONS

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 15)

Outlet Communications, Inc.
---------------------------
(Name of Issuer)

Class A Common Stock, par value $.01 per share
----------------------------------------------
(Title of Class of Securities)

69011110
--------
(CUSIP Number)

Kenneth M. Socha, Esquire
Suite 610
1627 I Street, N.W.
Washington, D.C. 20006
(202) 452-0101

- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

June 30, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box ___.

Check the following box if a fee is being paid with the statement ___.

Page 1 of 33

<PAGE> 2
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

THE OCI TRUST
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

(a)
(b) X
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds

Not Applicable
- --------------------------------------------------------------------------------
5) Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) /___/
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . 331,625
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . 00
</TABLE>

Page 2 of 33
<PAGE> 3
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

JEFFREY R. WALSH
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

Page 3 of 33
<PAGE> 4
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

FRANK E. WALSH, JR.
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

Page 4 of 33
<PAGE> 5
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

THE HARTINGTON TRUST
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . 626,764
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . 00
</TABLE>

Page 5 of 33
<PAGE> 6
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

KURT T. BOROWSKY
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . 626,764
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 6 of 33
<PAGE> 7
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

RAYMOND G. CHAMBERS
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . 626,764
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 7 of 33
<PAGE> 8
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

DAVID J. ROY
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . 626,764
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 8 of 33
<PAGE> 9
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

THE JENNIE ZOLINE FOUNDATION
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . 9,105
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . CO
</TABLE>

Page 9 of 33
<PAGE> 10
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

FRANK H. PEARL
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 6,287
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . 15,392
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 10 of 33
<PAGE> 11
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

HENRIK N. VANDERLIP
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 17,678
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 11 of 33
<PAGE> 12
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

MANFRED L. STEYN
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 24,500
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 12 of 33
<PAGE> 13
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

FRANK E. RICHARDSON, III
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . 256,228
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 13 of 33
<PAGE> 14
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

JULIUS KOPPELMAN
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 16,842
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 14 of 33
<PAGE> 15
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

JOHN D. HOWARD
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 47,158
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 15 of 33
<PAGE> 16
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

KEITH HIGHTOWER
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 5,817
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 16 of 33
<PAGE> 17
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

RICHARD D. FERRIER
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 11,738
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 17 of 33
<PAGE> 18
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

MARIA E. NIXON TRUST
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . 11,738
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . 00
</TABLE>

Page 18 of 33
<PAGE> 19
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

MARIA E. NIXON
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . . -0-
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . 11,738
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 19 of 33
<PAGE> 20
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

HUGH J. BYRNES
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . . . 64,816
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . . . IN
</TABLE>

Page 20 of 33
<PAGE> 21
CUSIP NO. 69011110
--------

1) Name of Reporting Person; S.S. or I.R.S. Identification No. of Above
Person.

MBL LIFE ASSURANCE CORPORATION
Successor to The Mutual Benefit Life Insurance Company
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group

United States
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Number of Shares 7) Sole Voting Power . . . . . . . . . . . . . . -0-
Beneficially Owned ------------------------------------------------------------
by Each Reporting 8) Shared Voting Power . . . . . . . . . . 4,073,626
Person With ------------------------------------------------------------
9) Sole Dispositive Power . . . . . . . . . 2,135,000
------------------------------------------------------------
10) Shared Dispositive Power . . . . . . . . . . . -0-
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
11) Aggregate Amount Beneficially Owned by
Each Reporting Person . . . . . . . . . . . . . . . . . . . . . . . 4,073,626
- ----------------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /___/
- ----------------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) . . . . . . . . . . . 61.9%
- ----------------------------------------------------------------------------------------
14) Type of Reporting Person . . . . . . . . . . . . . . . . . . . . . . . . IC, CO
</TABLE>

Page 21 of 33
<PAGE> 22
General. This Amendment No. 15 to the Schedule 13D filed by
the persons listed on the signature pages hereto (the "Filing Persons") relates
to the Class A Common Stock, par value $0.1 per share (the "Common Stock"), of
Outlet Communications, Inc. ("Outlet") and amends, to the extent set forth
herein, the Schedule 13D dated as of June 30, 1988, as previously amended by
Amendments 1 through 14, as follows:

Item 2. Identity and Background

Item 2 is hereby supplemented to reflect the Maria E. Nixon Trust and
Maria E. Nixon as filing persons as follows:

(a) (i) Maria E. Nixon Trust

(ii) Maria E. Nixon, Trustee

(b) Business Address:

P.O. Box 362
Rancho Santa Fe, California 92067

(ii) Private investor

(d), (e) During the last five years, neither the Maria E.
Nixon Trust nor Maria E. Nixon have been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations
of, or prohibiting or mandating activities subject to Federal
or State securities laws or finding any violation with respect
to any such laws.

(f) (i) California

(ii) United States

Page 22 of 33
<PAGE> 23
Item 4. Purpose of the Transaction

The response to Item 4 is hereby amended to add the following:

On June 30, 1995, Outlet announced that it had signed a definitive
agreement pursuant to which Renaissance Communications Corp. ("Renaissance")
would acquire all of Outlet's outstanding shares of common stock for $42.25 per
share. Messrs. Frank E. Richardson, Frank E. Walsh Jr., and Julius Koppelman
are Filing Persons who are members of Outlet's Board of Directors and who, as
directors, approved the transaction with Renaissance. Mr. Victor H. Palmieri,
the designee of MBL Life Assurance Corporation, also approved the transaction
as a director. Additionally, the transaction is subject to approval by the
Outlet shareholders and FCC and Hart-Scott Rodino approvals.

The Filing Persons reserve the right to take such action with respect
to their Common Stock as they deem appropriate in light of the circumstances
existing at the time, including, without limitation, acquiring additional
shares of Common Stock or disposing of some or all of the shares of Common
Stock owned by them, in the open market, in privately negotiated transactions,
or otherwise.

Item 5. Interest in Securities of the Issuer

The response to items (a), (b), and (c) is hereby amended as follows:

Outlet has 6,579,631 shares of Common Stock outstanding.

By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D (the "Stockholders Agreement") each of the Filing Persons may be
deemed to be the beneficial owner of 4,073,626 (or 61.9%) of the outstanding
shares of Common Stock. Each of the Filing Persons disclaims beneficial
ownership of the shares of Common Stock owned by each other party to the
Stockholders' Agreement.

(b) See each individual Filing Persons' responses to Items 7, 8,
9, and 10 on their respective cover pages to this Schedule 13D, which responses
are incorporated herein by reference.

(c) None of the Filing Persons has effected any transaction in the
Common Stock during the past 60 days except that on May 22, 1995 The Jennie
Zoline Foundation donated 875 shares to a charity, which shares are no longer
subject to the Stockholders' Agreement.

Page 23 of 33
<PAGE> 24
(d) Not applicable.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits

(a) Joint Filing Agreement

(b) Power of Attorney appointing Frank Richardson, Frank Walsh and
Julius Koppelman.

(c) Merger Agreement, dated as of June 30, 1995 among Renaissance
Communications Corp., Renaissance Communications Acquisition Corp., and Outlet
Communications, Inc.

Page 24 of 33
<PAGE> 25
Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and correct.

<TABLE>
<S> <C> <C>
Dated: July 10, 1995 The OCI Trust

By: /S/ Jeffrey R. Walsh, Trustee*
------------------------------
Jeffrey R. Walsh

/S/ Frank E. Walsh, Jr.*
-------------------------------------
Frank E. Walsh, Jr.

/S/ Raymond G. Chambers*
-----------------------------
Raymond G. Chambers

The Jennie Zoline Foundation

By: /S/ Frank H. Pearl, Trustee*
--------------------------------------
Frank H. Pearl

/S/ Frank H. Pearl*
--------------------------------------------
Frank H. Pearl

/S/ Henrik N. Vanderlip*
---------------------------------------
Henrik N. Vanderlip

/S/ Manfred L. Steyn*
------------------------------------------
Manfred L. Steyn

/S/ Frank E. Richardson
---------------------------------
Frank E. Richardson

/S/ Julius Koppelman*
----------------------------------------
Julius Koppelman

/S/ John D. Howard*
-----------------------------------------
John D. Howard
</TABLE>

Page 25 of 33
<PAGE> 26
<TABLE>
<S> <C>
/S/ Keith Hightower*
------------------------------------------
Keith Hightower

/S/ Richard D. Ferrier*
-------------------------------------------
Richard D. Ferrier

Maria E. Nixon Trust

By: /S/ Maria E. Nixon, Trustee*
--------------------------------------
Maria E. Nixon

/S/ Hugh J. Byrnes*
------------------------------------------
Hugh J. Byrnes

/S/ Jeffrey R. Walsh*
-------------------------------------------
Jeffrey R. Walsh

The Hartington Trust

By: /S/ Kurt T. Borowsky, Trustee*
----------------------------------
Kurt T. Borowsky

By: /S/ David J. Roy, Trustee*
--------------------------------------
David J. Roy

MBL Life Assurance Corporation,
Successor to The Mutual Benefit
Life Insurance Company

By: /S/ Joe Krupsky*
-----------------------------------
Joe Krupsky

*Frank E. Richardson
Attorney in Fact

/S/ Frank E. Richardson
-----------------------
</TABLE>

Page 26 of 33
<PAGE> 27
Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing Schedule 13D may be filed on
behalf of each of them.

<TABLE>
<S> <C> <C>
July 10, 1995 The OCI Trust

By: /S/ Jeffrey R. Walsh, Trustee*
------------------------------
Jeffrey R. Walsh

/S/ Frank E. Walsh, Jr.*
-------------------------------------
Frank E. Walsh, Jr.

/S/ Raymond G. Chambers*
-----------------------------
Raymond G. Chambers

The Jennie Zoline Foundation

By: /S/ Frank H. Pearl, Trustee*
--------------------------------------
Frank H. Pearl

/S/ Frank H. Pearl*
--------------------------------------------
Frank H. Pearl

/S/ Henrik N. Vanderlip*
---------------------------------------
Henrik N. Vanderlip

/S/ Manfred L. Steyn*
------------------------------------------
Manfred L. Steyn

/S/ Frank E. Richardson
---------------------------------
Frank E. Richardson

/S/ Julius Koppelman*
----------------------------------------
Julius Koppelman
</TABLE>

Page 27 of 33
<PAGE> 28
<TABLE>
<S> <C> <C>
/S/ John D. Howard*
------------------------------
John D. Howard

/S/ Keith Hightower*
-------------------------------------
Keith Hightower

/S/ Richard D. Ferrier*
-----------------------------
Richard D. Ferrier

Maria E. Nixon Trust

By: /S/ Maria E. Nixon, Trustee*
--------------------------------------
Maria E. Nixon

/S/ Hugh J. Byrnes
--------------------------------------------
Hugh J. Byrnes

/S/ Jeffrey R. Walsh*
---------------------------------------
Jeffrey R. Walsh

The Hartington Trust

/S/ Kurt T. Borowsky, Trustee*
------------------------------------------
Kurt T. Borowsky

/S/ David J. Roy, Trustee*
---------------------------------
David J. Roy

MBL Life Assurance Corporation
Successor to The Mutual Benefit
Life Insurance Company

/S/ Joe Krupsky*
----------------------------------------
Joe Krupsky

*Frank E. Richardson
Attorney in Fact

/S/ Frank E. Richardson
-----------------------------------------
</TABLE>

Page 28 of 33
<PAGE> 29
Exhibit B

POWER OF ATTORNEY

Each of the undersigned hereby appoint each of Frank E. Richardson,
III, Frank E. Walsh, Jr., and Julius Koppelman as his or her true and lawful
agent to act in his or her name, place or stead to execute and file with the
Securities and Exchange Commission a Schedule 13D under the Securities Exchange
Act of 1934 (including any and all amendments thereto) reporting his or her
interest in shares of common stock of Outlet Communications, Inc. together with
the other information required thereby and a Joint Filing Agreement in
connection therewith.

Each of said Attorneys and each substitute, if any, appointed as above
provided shall have all the powers, including discretionary powers, which are
granted to said Attorneys by any of the provisions of this instrument and,
acting alone and without notice to anyone, may exercise any or all of said
powers in the same manner and with the same effect as if appointed by this
instrument as my sole Attorney-in-Fact.

THIS POWER OF ATTORNEY SHALL NOT BE AFFECTED BY SUBSEQUENT DISABILITY
OR INCOMPETENCE.

In witness whereof, the undersigned have hereunto set their hand and
seal this 2nd day of June, 1995.

WITNESS:

<TABLE>
<S> <C>
/s/ Susan A. McConnell /s/ Hugh J. Byrnes
- ----------------------------------- -----------------------------------------
Hugh J. Byrnes

/s/ Donna D. Ferrier /s/ Richard D. Ferrier
- ----------------------------------- -----------------------------------------
Richard D. Ferrier
</TABLE>

SIGNATURES CONTINUED ON NEXT PAGE

Page 29 of 33
<PAGE> 30
<TABLE>
<S> <C>
Hartington Trust

/s/ Susan A. McConnell /s/ Kurt T. Borowsky
- ----------------------------------- ---------------------------------------
By: Kurt T. Borowsky, Trustee

/s/ Franca M. Ferracane /s/ Keith A. Hightower
- ------------------------------------ ---------------------------------------
Keith A. Hightower

/s/ Margaret Cooney /s/ John D. Howard
- ------------------------------------ ---------------------------------------
John D. Howard

/s/ Susan A. McConnell /s/ Julius Koppelman
- ----------------------------------- ---------------------------------------
Julius Koppelman

Maria E. Nixon Trust

/s/ Eduardo C. Ramirez /s/ Maria E. Nixon, Trustee
- ----------------------------------- --------------------------------------
By: Maria E. Nixon, Trustee

The OCI Trust

/s/ Franca M. Ferracane /s/ Jeffrey Walsh
- ------------------------------------ --------------------------------------
By: Jeffrey R. Walsh, Trustee

/s/ Frank H. Pearl
- ------------------------------------ --------------------------------------
Frank H. Pearl

Jennie Zoline Foundation

/s/ Frank H. Pearl
- ----------------------------------- --------------------------------------
By: Frank H. Pearl, President
</TABLE>

Page 30 of 33
<PAGE> 31
<TABLE>
<S> <C>
/s/ Elizabeth Reilly /s/ Frank Richardson
- ----------------------------------- --------------------------------------
Frank E. Richardson, III

/s/ Susan A. McConnell /s/ Manfred Steyn
- ----------------------------------- --------------------------------------
Manfred L. Steyn

/s/ Linda Pekar /s/ Henrik N. Vanderlip
- ----------------------------------- --------------------------------------
Henrik N. Vanderlip

/s/ Nancy Roy /s/ David Roy
- ----------------------------------- --------------------------------------
David J. Roy

/s/ Susan A. McConnell /s/ Kurt Borowsky
- ----------------------------------- --------------------------------------
Kurt T. Borowsky

/s/ Jeffrey Walsh
- ----------------------------------- --------------------------------------
Jeffrey R. Walsh
</TABLE>

Page 31 of 33
<PAGE> 32

<TABLE>
<S> <C>
/s/ Raymond G. Chambers
- ----------------------------------- ------------------------------------
Raymond G. Chambers

/s/ Frank E. Walsh, Jr.
- ----------------------------------- -------------------------------------
Frank E. Walsh, Jr.
</TABLE>

Page 32 of 33
<PAGE> 33
<TABLE>
<S> <C>
MBL Life Assurance Corporation

/s/ Joe Krupsky
- ----------------------------------- --------------------------------------
By: Joe Krupsky
</TABLE>

Page 33 of 33

<PAGE> 34

EXHIBIT C

MERGER AGREEMENT dated as of June 30, 1995 (the "Agreement"),
among RENAISSANCE COMMUNICATIONS CORP., a Delaware corporation ("Parent"),
RENAISSANCE COMMUNICATIONS ACQUISITION CORP., a Delaware corporation ("Parent
Sub"), and a wholly owned subsidiary of Parent, and OUTLET COMMUNICATIONS,
INC., a Delaware corporation (the "Company").

WHEREAS, Parent Sub, upon the terms and subject to the
conditions of this Agreement and in accordance with the General Corporation Law
of the State of Delaware ("Delaware Law"), will merge with and into the Company
(the "Merger"); and

WHEREAS, the Board of Directors of the Company has (i)
determined that the Merger is fair to, and in the best interests of, the
holders of Common Stock (as hereinafter defined) and (ii) approved this
Agreement and the transactions contemplated hereby and recommended approval and
adoption of this Agreement by the stockholders of the Company;

WHEREAS, the Board of Directors of Parent has determined that
the Merger is in the best interests of Parent and its stockholders and has
approved this Agreement and the transactions contemplated hereby;

NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements set forth in
this Agreement, the parties hereto agree as follows:

ARTICLE I

THE MERGER

SECTION 1.01. The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with Delaware Law, at
the Effective Time (as hereinafter defined), Parent Sub shall be merged with
and into the Company. As a result of the Merger, the separate corporate
existence of Parent Sub shall cease and the Company shall continue as the
surviving corporation of the Merger (the "Surviving Corporation"). The name of
the Surviving Corporation shall be Outlet Communications, Inc.

SECTION 1.02. Effective Time. As promptly as practicable
after the satisfaction or, if permissible, waiver of the conditions set forth
in Article VII, the parties hereto shall cause the Merger to be consummated by
filing a certificate of merger (the "Certificate of Merger") with the Secretary
of State of the State of Delaware, in such form as
<PAGE> 35
2

required by, and executed in accordance with the relevant provisions of,
Delaware Law (the date and time of the filing of the Certificate of Merger or
the time specified therein being the "Effective Time").

SECTION 1.03. Effect of the Merger. At the Effective Time,
the effect of the Merger shall be as provided in the applicable provisions of
Delaware Law. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time, except as otherwise provided herein, all the
property, rights, privileges, powers and franchises of Parent Sub and the
Company shall vest in the Surviving Corporation, and all debts, liabilities and
duties of Parent Sub and the Company shall become the debts, liabilities and
duties of the Surviving Corporation.

SECTION 1.04. Certificate of Incorporation; By-Laws. At the
Effective Time, the Certificate of Incorporation and By-Laws of the Surviving
Corporation, as in effect immediately prior to the Effective Time, shall be the
Certificate of Incorporation and By-Laws, respectively, of the Surviving
Corporation.

SECTION 1.05. Directors and Officers. The directors of
Parent Sub immediately prior to the Effective Time shall be the initial
directors of the Surviving Corporation, each to hold office in accordance with
the Certificate of Incorporation and By-Laws of the Surviving Corporation, and
the officers of Parent Sub immediately prior to the Effective Time shall be the
initial officers of the Surviving Corporation, in each case until their
respective successors are duly elected or appointed and qualified.

SECTION 1.06. Closing. (a) The closing (the "Closing") of
the Merger will take place at the offices of Stroock & Stroock & Lavan, New
York, New York at 10:00 a.m., local time, on a date to be mutually agreed upon
by Parent and the Company, which date shall be no later than the fifth business
day following the date upon which the last to occur of the conditions set forth
in Article VII is fulfilled or duly waived.

(b) Subject to the satisfaction or waiver of each of the
conditions set forth in Article VII, at the Closing, (i) the closing
certificates and other documents required by Article VII shall be delivered,
and (ii) the appropriate officers of the Surviving Corporation shall execute
and acknowledge the Certificate of Merger.

<PAGE> 36
3

ARTICLE II

CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

SECTION 2.01. Conversion of Securities. At the Effective
Time, by virtue of the Merger and without any action on the part of Parent,
Parent Sub, the Company or the holders of any of the following securities:

(a) Subject to the other provisions of this Section 2.01,
each share of Class A Common Stock, par value $.01 per share (Common
Stock"), issued and outstanding immediately prior to the Effective
Time (excluding any shares described in Section 2.01(b) and any
Dissenting Shares (as hereinafter defined)) shall be converted into
the right to receive $42.25 in cash, without interest (the "Per Share
Amount"). All such shares of Common Stock shall cease to be
outstanding and shall automatically be canceled and retired and shall
cease to exist, and each certificate previously evidencing any such
shares shall thereafter represent only the right to receive the Per
Share Amount as described below. The holders of certificates
previously evidencing such shares of Common Stock outstanding
immediately prior to the Effective Time shall cease to have any rights
with respect to such shares of Common Stock, except as otherwise
provided herein or by law. Each such certificate previously
evidencing shares of Common Stock shall be exchanged for the Per Share
Amount multiplied by the number of shares previously evidenced by the
canceled certificate upon the surrender of such certificate in
accordance with the provisions of Section 2.02, without interest;

(b) Each share of Common Stock held in the treasury of
the Company and each share of Common Stock owned by any direct or
indirect subsidiary of the Company immediately prior to the Effective
Time shall be canceled and extinguished without any conversion thereof
and no payment shall be made with respect thereto; and

(c) Each share of Common Stock, par value $.01 per share,
of Parent Sub ("Parent Sub Common Stock") issued and outstanding
immediately prior to the Effective Time shall be converted into and
exchanged for one duly and validly issued, fully paid and
nonassessable share of common stock of the Surviving Corporation.

SECTION 2.02. Payment. (a) Paying Agent. As of the
Effective Time, Parent shall deposit, or shall cause to be deposited, with a
bank theretofore designated by the Company and Parent (the "Paying Agent"), for
the benefit of the holders of shares of Common Stock, for payment in accordance
with this Article II, through the Paying Agent, cash in an amount equal to the
Per Share Amount multiplied by the number of shares of Common Stock outstanding
immediately prior to the Effective Time, (such cash being

<PAGE> 37
4

hereinafter referred to as the "Payment Fund"). The Paying Agent shall,
pursuant to irrevocable instructions, deliver the cash contemplated to be paid
pursuant to Section 2.01(a) out of the Payment Fund. The Payment Fund shall
not be used for any other purpose.

(b) Payment Procedures. Promptly after the Effective
Time, the Paying Agent shall mail to each record holder, as of the Effective
Time, of an outstanding certificate that immediately prior to the Effective
Time evidenced outstanding shares of Common Stock (the "Certificates") a form
letter of transmittal and instructions for use in effecting the surrender of
the Certificates for payment therefor. Upon surrender to the Paying Agent of a
Certificate, together with such letter of transmittal duly executed, and any
other required documents, the holder of such Certificate shall be entitled to
receive in exchange therefor the consideration set forth in Section 2.01(a)
(the "Merger Consideration"), and such Certificate shall forthwith be
cancelled. No interest will be paid or accrued on the cash payable upon the
surrender of the Certificates. Until surrendered in accordance with the
provisions of this Section 2.02, each Certificate shall represent for all
purposes only the right to receive the consideration set forth in Section
2.01(a), without any interest thereon.

(c) No Further Rights in Common Stock. All cash paid
upon conversion of the shares of Common Stock in accordance with the terms of
this Article II, and all cash paid pursuant to Section 2.05, shall be deemed to
have been paid in full satisfaction of all rights pertaining to such shares of
Common Stock.

(d) Termination of Payment Fund. Any portion of the
Payment Fund that remains undistributed to the holders of Common Stock for 180
days after the Effective Time shall be delivered to Parent, upon demand, and
any holders of Common Stock that have not theretofore complied with this
Article II shall thereafter look only to Parent for the Merger Consideration to
which they are entitled.

(e) No Liability. Neither Parent nor the Surviving
Corporation shall be liable to any holder of shares of Common Stock for any
cash delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

SECTION 2.03. Options. Parent and the Company shall take all
action necessary to (i) terminate the Company's 1992 Stock Incentive Plan, as
amended to the date of this Agreement (the "1992 Stock Plan"), effective as of
the Effective Time, (ii) provide that each outstanding employee stock option or
"Restricted Share" award to purchase shares of Common Stock granted under the
1992 Stock Plan (an "Option") shall become fully exercisable and vested,
whether or not previously exercisable or vested, immediately prior to the
Effective Time and (iii) provide that, with respect to any such Option that is
outstanding immediately prior to the Effective Time, such holder shall be
entitled to receive from the Company, immediately after the Effective Time, an
amount in cash in cancelation of such Option equal to the excess, if any, of
the Per Share Amount over the per share exercise price

<PAGE> 38
5

of such Option, multiplied by the number of shares of Common Stock to which the
Option remains unexercised. Any such payment shall be subject to all
applicable Federal, state and local tax withholding requirements.

SECTION 2.04. Stock Transfer Books. At the Effective Time,
the stock transfer books of the Company shall be closed and there shall be no
further registration of transfers of shares of Common Stock thereafter on the
records of the Company. On or after the Effective Time, any certificates for
shares of Common Stock presented to the Paying Agent, the Surviving Corporation
or Parent for any reason shall be converted into the Merger Consideration.

SECTION 2.05. Dissenting Shares. Notwithstanding any other
provisions of this Agreement to the contrary, shares of Common Stock that are
outstanding immediately prior to the Effective Time and that are held by
stockholders who shall not have voted in favor of the Merger or consented
thereto in writing and who shall have demanded properly in writing appraisal
for such shares in accordance with Section 262 of Delaware Law (collectively,
the "Dissenting Shares") shall not be converted into or represent the right to
receive the Merger Consideration. Such stockholders shall be entitled to
receive payment of the appraised value of such shares of Common Stock held by
them in accordance with the provisions of such Section 262, except that all
Dissenting Shares held by stockholders who shall have failed to perfect or who
effectively shall have withdrawn or lost their rights to appraisal of such
shares of Common Stock under such Section 262 shall thereupon be deemed to have
been converted into and to have become exchangeable, as of the Effective Time,
for the right to receive, without any interest thereon, the Merger
Consideration, upon surrender, in the manner provided in Section 2.02, of the
certificate or certificates that formerly evidenced such shares of Common
Stock.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedule delivered by
the Company to Parent concurrent with the execution of this Agreement (the
"Company Disclosure Schedule"), the Company hereby represents and warrants to
Parent and Parent Sub that:

SECTION 3.01. Organization and Qualification; Subsidiaries.
(a) The Company and each of its subsidiaries is a corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as it is now being
conducted and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of the business conducted by it or the

<PAGE> 39
6

ownership or leasing of its properties makes such qualification necessary,
other than where the failure to be so duly organized, validly existing and in
good standing, or to have such power and authority, or to be duly qualified and
in good standing, as the case may be, would not have a Company Material Adverse
Effect (as hereinafter defined). The term "Company Material Adverse Effect" as
used in this Agreement means any change or effect (other than a change or
effect relating to the industry of the Company, the financial markets or the
economy generally) that, individually or when taken together with all other
such changes or effects, would be materially adverse to the financial
condition, business, operations, earnings or prospects of the Company and its
subsidiaries, taken as a whole.

(b) Section 3.01 of the Company Disclosure Schedule sets
forth a complete and correct list of all the Company's directly or indirectly
owned subsidiaries, together with (i) the jurisdiction of incorporation of
each subsidiary and the percentage of each subsidiary's outstanding capital
stock owned by each holder of such stock, and (ii) indication of whether each
such subsidiary is a "Significant Subsidiary" (as hereinafter defined).

SECTION 3.02. Certificates of Incorporation and By-Laws. The
Company has heretofore furnished to Parent complete and accurate copies of the
Certificates of Incorporation and the By-Laws, in each case as amended or
restated to the date of this Agreement, of the Company and each of its
subsidiaries.

SECTION 3.03. Capitalization. (a) The authorized capital
stock of the Company, as of immediately prior to the Effective Time, will
consist of (i) 10,000,000 shares of Common Stock; (ii) 1,879,375 shares of
Class B Common Stock, par value $.01 per share, and (iii) 1,000,000 shares of
Preferred Stock, no par value. As of the date of this Agreement, (i) 6,579,631
shares of Common Stock (none of which is subject to preemptive rights created
by statute, the Company's Certificate of Incorporation or By-Laws or any
agreement to which the Company is a party or is bound), no shares of Class B
Common Stock, and no shares of Preferred Stock are issued and outstanding,
(ii) no shares of Common Stock are held in the treasury of the Company; (iii)
272,469 shares of Common Stock are reserved for issuance pursuant to
outstanding Options granted pursuant to the 1992 Stock Plan, (iv) no shares of
Common Stock are issued and outstanding as "Restricted Shares" under the 1992
Stock Plan, and (v) no "Limited Rights" are issued and outstanding under the
1992 Stock Plan. Each of the outstanding shares of capital stock of the
Company and each of its subsidiaries is duly authorized and validly issued,
fully paid and nonassessable, and such shares owned by the Company or another
subsidiary of the Company are owned free and clear of all liens, claims,
encumbrances, security interests or other charges ("Encumbrances"), except for
such Encumbrances as would not have a Company Material Adverse Effect.

(b) Immediately prior to the Effective Time, there will
be no options, warrants or other rights (including registration rights),
agreements, arrangements or

<PAGE> 40
7

commitments of any character to which the Company or any of its subsidiaries is
a party relating to the issued or unissued capital stock of the Company or any
of its subsidiaries or obligating the Company or any of its subsidiaries to
grant, issue or sell any shares of the capital stock of the Company or any of
its subsidiaries, by sale or otherwise. There are no obligations, contingent
or otherwise, of the Company or any of its subsidiaries to (i) repurchase,
redeem or otherwise reacquire any shares of Common Stock or the capital stock
of any subsidiary of the Company; or (ii) (other than advances to subsidiaries
in the ordinary course of business) provide material funds to, or make any
material investment in (in the form of a loan, capital contribution or
otherwise), or provide any guarantee with respect to the obligations of, any
subsidiary of the Company or any other person. As of the date of this
Agreement, none of the Company or any of its subsidiaries directly or
indirectly owns, or has agreed to purchase or otherwise acquire, the capital
stock of, or any interest convertible into or exchangeable or exercisable for,
the capital stock of any corporation, partnership, joint venture or other
business association or entity. Except for any agreements, arrangements or
commitments between the Company and any of its subsidiaries or between such
subsidiaries, there are no material agreements, arrangements or commitments of
any character (contingent or otherwise) pursuant to which any person is or may
be entitled to receive any payment based on the revenues or earnings, or
calculated in accordance therewith, of the Company or any of its subsidiaries.
There are no voting trusts, proxies or other material agreements or
understandings to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries is bound with respect to the
voting of any shares of capital stock of the Company or any of its
subsidiaries.

(c) The Company has made available to Parent complete and
accurate copies of the 1992 Stock Plan and the forms of agreements related to
Options and Restricted Shares awarded pursuant to the 1992 Stock Plan,
including all amendments thereto.

SECTION 3.04. Authority. The Company has all requisite
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby to be consummated by the Company. The execution and delivery of this
Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action and no other corporate proceedings on the part of the Company
are necessary to authorize this Agreement or to consummate the transactions
contemplated hereby. This Agreement has been validly executed and delivered by
the Company and, assuming the due authorization, execution and delivery by
Parent and Parent Sub, constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by the availability of equitable remedies.

<PAGE> 41
8

SECTION 3.05. No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by the Company do not, and
the performance of this Agreement by the Company will not, (i) conflict with or
violate the Certificate of Incorporation or By-Laws of the Company or any of
its subsidiaries, (ii) conflict with or violate any Federal, state, local or
foreign law, statute, ordinance, rule, regulation, permit, order, judgment or
decree (collectively, "Laws") applicable to the Company or any of its
subsidiaries or by which any of their respective properties is bound, or (iii)
result in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancelation of, or require
payment under, or result in the creation of any Encumbrance on any of the
properties or assets of the Company or any of its subsidiaries pursuant to, or
trigger any right of first refusal under, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries or any of their respective
properties is bound, except for any thereof that would not have a Company
Material Adverse Effect. The Board of Directors of the Company has taken all
actions necessary under Delaware Law, including approving the transactions
contemplated by this Agreement, to ensure that Section 203 of Delaware Law does
not, or will not, apply to the transactions contemplated by this Agreement.

(b) The execution and delivery of this Agreement by the
Company do not, and the performance of this Agreement by the Company will not,
require the Company to obtain any consent, approval, authorization or permit
of, or to make any filing with or notification to, any governmental or
regulatory authority, domestic or foreign ("Governmental Entity"), based on the
Laws of any Governmental Entity, except (i) the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Communications Act of 1934, as
amended (the "Communications Act"), and the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"); (ii) the filing and
recordation of the Certificate of Merger as required by Delaware Law; and (iii)
where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent the
Company from performing its obligations under this Agreement and would not have
a Company Material Adverse Effect.

SECTION 3.06. Reports; Financial Statements. (a) Since June
30, 1992, (i) the Company and Outlet Broadcasting, Inc., a Rhode Island
corporation ("Broadcasting") have filed all forms, reports, statements,
schedules and other documents required to be filed with (A) the Securities and
Exchange Commission (the "SEC"), including, without limitation, (I) all Annual
Reports on Form 10-K, (II) all Quarterly Reports on Form 10-Q, (III) all
Current Reports on Form 8-K, (IV) all other forms, reports, statements,
schedules and other documents required to be filed, and (V) all amendments and
supplements to all such forms, reports, statements, schedules and other
documents (collectively, the "Company SEC Reports"); (B) any other applicable
state securities authorities, and (C) the Federal

<PAGE> 42
9

Communications Commission (the "FCC") and (ii) the Company and Broadcasting and
their respective subsidiaries have filed all forms, reports, statements,
schedules and other documents required to be filed with any other applicable
Federal or state regulatory authorities, except where the failure to file any
such forms, reports, statements, schedules or other documents would not have a
Company Material Adverse Effect (all such forms, reports, statements, schedules
and other documents in clauses (i) and (ii) of this Section 3.06(a) being
referred to herein, collectively, as the "Company Reports"). The Company
Reports, including all Company Reports filed after the date hereof and prior to
the Effective Time, (i) were or will be prepared in all material respects in
accordance with the requirements of applicable Law (including, with respect to
the Company SEC Reports, the Securities Act of 1933, as amended (the
"Securities Act"), the Exchange Act, and the rules and regulations of the SEC
thereunder applicable to such Company SEC Reports), and (ii) did not at the
time they were filed, or will not at the time they are filed, contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided, however, that, to the extent that the foregoing relates to facts or
omissions regarding persons other than the Company and its affiliates, such
representation and warranty is being made to the Company's knowledge.

(b) Each of the consolidated financial statements
(including, in each case, any related notes thereto) contained in the Company
SEC Reports filed prior to the Effective Time (i) have been or will be prepared
in accordance with the published rules and regulations of the SEC and generally
accepted accounting principles applied on a consistent basis throughout the
periods involved (except (A) to the extent required by changes in generally
accepted accounting principles and (B) with respect to Company SEC Reports
filed prior to the date hereof, as may be indicated in the notes thereto) and
(ii) fairly present or will fairly present the consolidated financial position
of the Company and its subsidiaries, as the case may be, as of the respective
dates thereof and the consolidated results of operations and cash flows for the
periods indicated, except that (x) any unaudited interim financial statements
were or will be subject to normal and recurring year-end adjustments and (y)
any pro forma financial information contained in such consolidated financial
statements is not necessarily indicative of the consolidated financial position
of the Company and its subsidiaries, as the case may be, as of the respective
dates thereof and the consolidated results of operations and cash flows for the
periods indicated.

SECTION 3.07. Undisclosed Liabilities. As of the date of
this Agreement, none of the Company or any of its subsidiaries has, to the
knowledge of the Company, any material liability (whether accrued, absolute,
contingent or otherwise) that is required to be reflected on the financial
statements (or the notes thereto) of the Company in accordance with generally
accepted accounting principles, other than liabilities (a) reflected or
reserved against in the consolidated balance sheets included in the Company's
Form 10-Q for the quarter ended March 31, 1995, and Form l0-K for the year
ended December 31, 1994 (the

<PAGE> 43
10

"Balance Sheets") (or in the notes thereto), (b) with respect to matters
disclosed in the Company Disclosure Schedule or excluded from the coverage of
any of the representations, warranties or covenants herein, (c) that are
covered by enforceable insurance, indemnification, contribution or comparable
arrangements, (d) under the Laws of any jurisdiction, except for violation of
any such Laws that would have a Company Material Adverse Effect, (e) under any
contract or instrument, other than liabilities arising out of breaches of such
contracts or instruments that would have a Company Material Adverse Effect, (f)
under this Agreement or any agreement entered into in connection herewith, (g)
with respect to matters addressed in Sections 3.13, 3.16 and 3.19 (which shall
be governed solely by the terms of such Sections), and (h) incurred or arising
in the ordinary course of business of the Company or such subsidiary since
March 31, 1995.

SECTION 3.08. Material Contracts. Section 3.08 of the
Company Disclosure Schedule sets forth a list, as of the date of this
Agreement, of all (a) written employment, severance, termination, consulting
(to the extent any thereof involve annual payments of at least $25,000 or are
not terminable on less than 366 days' notice without material penalty) and
retirement agreements to which the Company or any of its subsidiaries is a
party, (b) written collective bargaining agreements to which the Company or any
of its subsidiaries is a party, (c) written agreements that require aggregate
future payments by or to the Company or any of its subsidiaries of more than
$500,000 that are not terminable by the Company or any of its subsidiaries on
less than 366 days' notice without material penalty (other than purchase orders
and advertising sales contracts entered into in the ordinary course of
business), (d) written agreements containing covenants limiting the freedom of
the Company or any of its subsidiaries to compete with any person in any line
of business or in any area or territory, (e) license agreements involving
annual payments in excess of $500,000, (f) indentures, mortgages and notes or
other debt instruments evidencing indebtedness (other than purchase money
indebtedness) in excess of $1,000,000, (g) material agreements of the Company
or any of its subsidiaries with any shareholder or director of the Company, (h)
agreements of the Company involving payments in excess of $500,000 containing
any provisions with respect to a "change in control" of the Company, and (i)
agreements under which the Company or any of its subsidiaries has advanced or
loaned any amount in excess of $50,000 to any of its directors, officers or
employees (collectively, the "Material Contracts"). Except as would not have a
Company Material Adverse Effect, (a) the Company and its subsidiaries are not
in default under any of the Material Contracts, and (b) to the Company's
knowledge, the other parties thereto are not in default and the Material
Contracts are valid and binding obligations of the other parties thereto, in
accordance with their terms.

SECTION 3.09. FCC Licenses; Station Operation. Except for
such matters as would not have a Company Material Adverse Effect, (a) to the
Company's knowledge, it is operating the Licensed Stations (as hereinafter
defined) in accordance with generally accepted industry practice, in compliance
with the terms of the FCC Licenses (as hereinafter

<PAGE> 44
11

defined), and in compliance with the Communications Act and all applicable
rules, regulations and policies of the FCC (collectively, the "FCC Rules and
Regulations"); (b) the Company has filed or made all applications, reports and
other disclosures required by the FCC to be filed or made with respect to the
Licensed Stations and has timely paid all FCC regulatory fees with respect
thereto; (c) all FCC Licenses used or useful in connection with the ownership
and operation of the Licensed Stations as commercial broadcast television
stations are valid and in full force and effect; (d) no application, action or
proceeding is pending for the renewal or modification of any of the FCC
Licenses and, to the Company's knowledge, there is not now before the FCC any
investigation or complaint against the Company relating to the Licensed
Stations; (e) there is no proceeding pending before the FCC (other than
proceedings affecting the broadcast industry generally), and there is no
outstanding notice of violation from the FCC, relating to the Licensed
Stations; (f) to the Company's knowledge, there is no reasonable basis for the
initiation or issuance by the FCC of any investigation, proceeding or notice of
violation with respect to the Licensed Stations and there is no reasonable
basis on which any third party could file such a complaint, which could
reasonably be expected to prevent FCC approval of the FCC Application (as
defined in Section 6.03); (g) to the Company's knowledge, no event has occurred
which, individually or in the aggregate, and with or without the giving of
notice or the lapse of time or both, would constitute grounds for revocation or
termination of any FCC License or the imposition of any restriction or
limitation on the operation of the Licensed Stations; and (h) no judgment,
decree, order or notice of violation has been issued by any Governmental Entity
which permits, or would permit, revocation, modification or termination of any
FCC License or which results, or could result, in any impairment of any rights
thereunder.

SECTION 3.10. Permits. (a) Each of the Company and its
subsidiaries is in possession of all franchises, grants, authorizations,
licenses, permits, easements, variances, exemptions, consents, certificates,
approvals and orders (collectively, the "Company Permits"), that are necessary
to own, lease and operate the properties of the Company and its subsidiaries
and to carry on their business as they or it are or is owned, leased, operated
or carried on, except, in each case, where the failure to possess such Company
Permits would not have a Company Material Adverse Effect. The Company Permits
are in full force and effect and there is no action, proceeding or
investigation pending or, to the knowledge of the Company, threatened regarding
suspension or cancelation of any of the Company Permits, except, in each case,
where the failure to possess, or the suspension or cancelation of, such Company
Permits would not have a Company Material Adverse Effect.

SECTION 3.11. Properties. Each of the Company and its
subsidiaries has good, valid and, in the case of real property, marketable fee
simple, title to all the material assets and properties that it owns and that
are reflected on the Balance Sheets (except for assets and properties sold,
consumed or otherwise disposed of by them since the dates thereof), and such
assets and properties are owned free and clear of all Encumbrances, except for
(a) liens for taxes and assessments not yet due and payable or for taxes the

<PAGE> 45
12

validity of which is being contested in good faith, (b) Encumbrances to secure
indebtedness reflected on the Balance Sheets or indebtedness (including
purchase money indebtedness) incurred in the ordinary course of business and
consistent with past practice after the date thereof, (c) mechanic's,
materialmen's and other Encumbrances that have arisen in the ordinary course of
business and (d) imperfections of title and Encumbrances the existence of which
do not have a Company Material Adverse Effect. All the material buildings,
structures, equipment and other tangible assets of the Company and its
subsidiaries (whether owned or leased) are in normal operating condition
(normal wear and tear excepted) and are fit for use in the ordinary course of
business of the Company.

SECTION 3.12. Intellectual Property. Section 3.12 of the
Company Disclosure Schedule sets forth a complete and accurate list and a brief
description of all patents, patent applications, trademarks, trade names,
service marks and other intellectual property (the "Intellectual Property")
owned, used or licensed by or to the Company and pertaining to the business of
the Company, which is all the Intellectual Property necessary to conduct the
business of the Company, except for Intellectual Property, the lack of which
would not have a Company Material Adverse Effect. Except as would not have a
Company Material Adverse Effect, to the Company's knowledge, the rights of the
Company in or to such Intellectual Property do not conflict with or infringe on
the rights of any other person, and the Company has not received any claim or
notice from any person to such effect.

SECTION 3.13. Taxes. Except for such matters as would not
have a Company Material Adverse Effect, (a) the Company and its subsidiaries
have filed or will timely file all returns and reports required to be filed
prior to the Effective Time by them with any taxing authority with respect to
Taxes (as hereinafter defined) for any period ending on or before the Effective
Time, (b) all Taxes shown to be payable on such returns or reports that are due
prior to the Effective Time have been paid or will be paid, (c) no deficiency
for any material amount of Tax has been asserted or assessed by a taxing
authority against the Company or its subsidiaries, and (d) no consent under
Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code"),
has been filed with respect to the Company or any of its subsidiaries. As of
the date of this Agreement, there are no examinations of Federal income tax
returns of the Company currently being conducted by the Internal Revenue
Service.

SECTION 3.14. Compliance. To the Company's knowledge, none
of the Company or any of its subsidiaries is in default or violation of (a) any
Law applicable to the Company or any of its subsidiaries or by which any of
their respective properties is bound or (b) any of the Company Permits, except
for any such defaults or violations that would not have a Company Material
Adverse Effect. None of the Company or any of its subsidiaries has received
from any Governmental Entity any written notification with respect to possible
defaults or violations of Laws by the Company or any of its subsidiaries,
except, in each

<PAGE> 46
13

case, for written notices relating to possible defaults or violations that
would not have a Company Material Adverse Effect or have been resolved.

SECTION 3.15. Certain Changes or Events. Except as disclosed
in the Company SEC Reports filed prior to the date of this Agreement or as
contemplated by this Agreement, during the period commencing January 1, 1995,
and ending on the date of this Agreement, the Company and its subsidiaries have
conducted their respective businesses only in the ordinary course and in a
manner consistent with past practice and there has not been: (a) any material
damage, destruction or loss (not covered by insurance) with respect to any
material assets of the Company or any of its subsidiaries that has resulted in
a Company Material Adverse Effect; (b) any material change by the Company or
its subsidiaries in their accounting methods, principles or practices; (c)
except for dividends by a subsidiary of the Company to the Company or another
subsidiary of the Company or repurchases of shares of Common Stock from
terminated employees pursuant to the 1992 Stock Plan, any declaration, setting
aside or payment of any dividends or distributions in respect of shares of
Common Stock or the shares of stock of, any subsidiary of the Company or any
redemption, repurchase or other reacquisition of any of the Company's equity
securities or any of the equity securities of any subsidiary of the Company;
(d) any material increase in the benefits under, or the establishment or
amendment of, any material bonus, insurance, severance, deferred compensation,
pension, retirement, profit sharing, stock option (including, without
limitation, the granting of stock options, stock appreciation rights,
performance awards, or restricted stock awards), stock purchase or other
employee benefit plan, or any material increase in the compensation payable or
to become payable to directors, officers or employees of the Company or its
subsidiaries, except for increases in salaries or wages payable or to become
payable in the ordinary course of business and consistent with past practice;
or (e) a Company Material Adverse Effect.

SECTION 3.16. Litigation. As of the date of this Agreement,
there is no claim, action, suit, litigation, proceeding, arbitration or, to the
knowledge of the Company, investigation of any kind, at law or in equity
(including actions or proceedings seeking injunctive relief), pending or, to
the knowledge of the Company, threatened in writing against the Company or any
of its subsidiaries or any properties or rights of the Company or any of its
subsidiaries (except for claims, actions, suits, litigations, proceedings,
arbitrations or investigations that would not have a Company Material Adverse
Effect), and neither the Company nor any of its subsidiaries is subject to any
continuing order of, consent decree, settlement agreement or other similar
written agreement with, or, to the knowledge of the Company, continuing
investigation by, any Governmental Entity, or any judgment, order, writ,
injunction, decree or award of any Governmental Entity or arbitrator,
including, without limitation, cease-and-desist or other orders, except as
disclosed in the Company SEC Reports filed prior to the date of this Agreement
and except for matters that would not have a Company Material Adverse Effect.

<PAGE> 47
14

SECTION 3.17. Employee Benefit Plans; Labor Matters. (a)
Section 3.17(a) of the Company Disclosure Schedule sets forth a complete and
accurate list of each employee benefit plan, program, arrangement and contract
(including, without limitation, any "employee benefit plan", as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), employment agreements, personnel policies or fringe benefit plans,
policies, programs and arrangements, stock bonus, deferred compensation,
pension, severance, bonus, vacation, travel, incentive, and health, disability
and other welfare plans), maintained or contributed to by the Company or any of
its subsidiaries, or with respect to which the Company or any of its
subsidiaries could incur liability under Section 4069, 4212(c) or 4204 of ERISA
(the "Company Benefit Plans").

(b) None of the Company or any of its subsidiaries
contributes to, has any material obligation to contribute to or otherwise has
any material liability or potential material liability with respect to (i) any
"multiemployer plan" (as such term is defined in Section 3(37) of ERISA), (ii)
any plan of the type described in Section 4063 and 4064 of ERISA or (iii) any
plan that provides health, life insurance, accident or other "welfare-type"
benefits to current or future retirees or current or future former employees,
their spouses or dependents, other than in accordance with Section 4980B of the
Code, or applicable state benefit continuation law. None of the Company or any
of its subsidiaries has any liability or, to the knowledge of the Company,
potential liability with respect to any employee benefit plan subject to Title
IV of ERISA or Section 412 of the Code that is currently or was formerly
maintained by any other current or former member of the controlled group of
corporations, trades or businesses (within the meaning of Sections 414(b), (c),
(m) and (o) of the Code) of which the Company or any of its subsidiaries is or
was a member that would have a Company Material Adverse Effect.

(c) Each Company Benefit Plan has been maintained, funded and
administered in compliance in all material respects with applicable Law,
including, without limitation, ERISA and the Code. None of the Company or any
of its subsidiaries has engaged in any prohibited transaction (within the
meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to
any Company Benefit Plan that has resulted or could reasonably be expected to
result in any material liability to the Company or any of its subsidiaries. No
Company Benefit Plan that is subject to the funding requirements of Section 412
of the Code or Section 302 of ERISA has incurred any "accumulated funding
deficiency" as such term is defined in such sections of ERISA and the Code,
whether or not waived. No material liability to the Pension Benefit Guaranty
Corporation ("PBGC") (except for payment of premiums in the ordinary course)
has been or is reasonably expected to be incurred with respect to any Company
Benefit Plan that is subject to Title IV of ERISA; no reportable event (as such
term is defined in Section 4043 of ERISA) has occurred with respect to any such
Company Benefit Plan; and the PBGC has not commenced or threatened the
termination of any such Company Benefit Plan. None of the assets of the
Company or any of its subsidiaries is the subject of any lien arising under
Section 302(f) of ERISA or Section

<PAGE> 48
15

412(n) of the Code; and none of the Company or any of its subsidiaries has been
required to post any security pursuant to Section 307 of ERISA or Section
401(a)(29) of the Code.

(d) Each Company Benefit Plan that is intended to be
qualified under Section 401(a) of the Code, and each trust (if any) forming a
part thereof, has received a favorable determination letter from the Internal
Revenue Service as to the qualification under the Code of such Company Benefit
Plan and the tax-exempt status of such related trust.

(e) With respect to each Company Benefit Plan that is subject
to the funding requirements of Section 412 of the Code and Section 302 of
ERISA, all material required contributions for all periods ending prior to or
as of the Effective Time (including periods from the first day of the
then-current plan year to the Effective Time) have been or will be made or
properly accrued.

(f) With respect to each Company Benefit Plan, the Company
has made available to Parent, complete and accurate copies, to the extent
applicable, of (i) all documents embodying or governing such Company Benefit
Plan and any funding medium for the Company Benefit Plan, (ii) the 1993 annual
report (Form 5500 series) filed with the Internal Revenue Service (with
attachments), (iii) the most recent actuarial report, (iv) the two most recent
financial statements and (v) the most recent IRS determination or approval
letter with respect to such Company Benefit Plan under Section 401 or 501(a)(9)
of the Code (and pending requests or applications for determinations or
approvals).

(g) The Company and each of its subsidiaries are in
compliance with all applicable Laws relating to the employment of personnel and
labor, except where a failure to be in compliance would not have a Company
Material Adverse Effect.

(h) Except for such exceptions as do not have a Material
Adverse Effect, as of the date of this Agreement, (i) there are no
controversies pending or, to the knowledge of the Company, threatened between
the Company or any of its subsidiaries and any of their respective employees;
(ii) none of the Company or any of its subsidiaries is a party to any
collective bargaining agreement or other labor union contract applicable to
persons employed by the Company or any of its subsidiaries, nor, to the
knowledge of the Company, are there any activities or proceedings of any labor
union to organize any such employees; (iii) there are no grievances outstanding
against the Company or any of its subsidiaries under any such agreement or
contract; (iv) there are no unfair labor practice complaints pending against
the Company or any of its subsidiaries before the National Labor Relations
Board or any current union representation questions involving employees of the
Company or any of its subsidiaries; and (v) there is no strike, slowdown, work
stoppage or lockout, or, to the knowledge of the Company, threat thereof, by or
with respect to any employees of the Company or any of its subsidiaries.

<PAGE> 49
16

SECTION 3.18. Insurance. All material insurance policies
(the "Insurance Policies") with respect to the property, assets, operations and
business of the Company and its subsidiaries are in full force and effect in
all material respects. The coverage amounts set forth in such Insurance
Policies (subject to applicable deductibles) are not less than the replacement
cost of the assets insured by such Insurance Policies. There are no pending
material claims against the Insurance Policies by the Company or any of its
subsidiaries as to which the insurers have denied material liability.

SECTION 3.19. Environmental Matters. (a) Except as would
not have a Company Material Adverse Effect, (i) the Company is in compliance
with all applicable Federal, state, local and foreign laws and regulations
relating to pollution and the discharge of materials into the environment
("Environmental Laws"), (ii) the Company holds all the permits, licenses and
approvals of governmental authorities and agencies necessary for the current
use, occupancy or operation of its assets and business under Environmental Laws
("Environmental Permits"), and (iii) the Company is in compliance with all its
Environmental Permits.

(b) The Company has not received any written request for
information, or been notified that it is a potentially responsible party, under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended ("CERCLA"), or any similar state, local or foreign law with
respect to any real property owned or leased by it.

(c) The Company has not entered into or agreed to any
consent decree or order and is not subject to any judgment, decree or judicial
order relating to compliance with or the cleanup of regulated substances under
any applicable Environmental Law.

(d) None of the real property owned or leased by the
Company is listed or, to the knowledge of the Company, proposed for listing on
the "National Priorities List" under CERCLA, or on the Comprehensive
Environmental Response, Compensation and Liability Information System
maintained by the United States Environmental Protection Agency, as updated
through the date of this Agreement, or any similar state list of sites
requiring investigation or cleanup.

SECTION 3.20. Brokers. Other than Goldman, Sachs & Co., no
broker, finder or investment banker is entitled to any brokerage, finder's or
other fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of the Company.

<PAGE> 50
17

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND PARENT SUB

Except as set forth in the disclosure schedule delivered by
Parent and Parent Sub to the Company concurrent with the execution of this
Agreement (the "Parent Disclosure Schedule"), Parent and Parent Sub hereby
jointly and severally represent and warrant to the Company that:

SECTION 4.01. Organization and Qualification; Subsidiaries.
Each of Parent and Parent Sub is a corporation duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation
and has all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as it is now being conducted. The
term "Parent Material Adverse Effect" as used in this Agreement means any
change or effect (other than a change or effect relating to the industry of
Parent, the financial markets or the economy generally) that, individually or
when taken together with all such other changes or effects, would be materially
adverse to the financial condition, business, operations, earnings or prospects
of Parent and its subsidiaries, taken as a whole.

SECTION 4.02. Certificate of Incorporation and By-Laws.
Parent has heretofore furnished to the Company a complete and accurate copy of
the Certificate of Incorporation and the By-Laws, as amended or restated to the
date of this Agreement, of each of Parent and Parent Sub.

SECTION 4.03. Authority. (a) Parent has all requisite
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby to be consummated by Parent. The execution and delivery of this
Agreement and the consummation by Parent of the transactions contemplated
hereby have been duly authorized by all necessary corporate action and no other
corporate proceedings on the part of Parent are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby. This
Agreement has been validly executed and delivered by Parent and, assuming the
due authorization, execution and delivery by the Company, constitutes a legal,
valid and binding obligation of Parent, enforceable against Parent in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and by the availability of equitable
remedies.

(b) Parent Sub has all requisite corporate power and
authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby to be
consummated by Parent Sub. The execution and delivery of this Agreement by
Parent Sub and the consummation by Parent Sub of the transactions contemplated
hereby have been duly authorized by all necessary corporate action

<PAGE> 51
18

and no other corporate proceedings on the part of Parent Sub are necessary to
authorize this Agreement or to consummate the transactions contemplated hereby.
This Agreement has been validly executed and delivered by Parent Sub and,
assuming the due authorization, execution and delivery by the Company,
constitutes a legal, valid and binding obligation of Parent Sub, enforceable
against Parent Sub in accordance with its terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and by the availability of
equitable remedies. Parent, as the sole stockholder of Parent Sub, has duly
approved and adopted this Agreement in accordance with Delaware Law.

SECTION 4.04. No Conflict; Required Filings and Consents.
(a) The execution and delivery of this Agreement by Parent and Parent Sub do
not, and the performance of this Agreement by Parent and Parent Sub will not,
(i) conflict with or violate the Certificate of Incorporation or By-Laws of
Parent, Parent Sub or any of Parent's subsidiaries, (ii) conflict with or
violate any Laws applicable to Parent, Parent Sub or any of Parent's
subsidiaries or by which any of their respective properties is bound, or (iii)
result in any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or require
payment under, or result in the creation of any Encumbrance on any of the
properties or assets of Parent, Parent Sub or any of Parent's subsidiaries
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which Parent,
Parent Sub or any of Parent's subsidiaries is a party or by which Parent,
Parent Sub or any of Parent's subsidiaries or any of their respective
properties is bound, except for any thereof that would not have a Parent
Material Adverse Effect.

(b) The execution and delivery of this Agreement by
Parent and Parent Sub do not, and the performance of this Agreement by Parent
and Parent Sub will not, require Parent or Parent Sub to obtain any consent,
approval, authorization or permit of, or to make any filing with or
notification to, any Governmental Entity based on the Laws of any Governmental
Entity, except (i) for applicable requirements, if any, of the Exchange Act,
the Communications Act and the HSR Act and the filing and recordation of the
Certificate of Merger as required by Delaware Law and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent Parent or Parent Sub from
performing its obligations under this Agreement and would not have a Parent
Material Adverse Effect.

SECTION 4.05. Ownership of Parent Sub; No Prior Activities.
Parent Sub was formed solely for the purpose of engaging in the transactions
contemplated by this Agreement. As of the date of this Agreement and the
Effective Time, except for obligations or liabilities incurred in connection
with its incorporation or organization and the transactions contemplated by
this Agreement and the financing thereof and except for this Agreement and

<PAGE> 52
19

any other agreements or arrangements contemplated by this Agreement or related
to the financing of the transactions contemplated hereby, Parent Sub has not
and will not have incurred, directly or indirectly, through any subsidiary or
affiliate, any obligations or liabilities or engaged in any business activities
of any type or kind whatsoever or entered into any agreements or arrangements
with any person.

SECTION 4.06. Vote Required. No vote of the holders of any
class or series of capital stock of Parent is necessary to approve any of the
transactions contemplated hereby. The affirmative vote of the holders of a
majority of the outstanding shares of common stock of Parent Sub is the only
vote of the holders of any class or series of Parent Sub capital stock
necessary to approve any of the transactions contemplated hereby.

SECTION 4.07. Financing. (a) Parent is highly confident
that it will be able to obtain financing from reliable financing sources the
aggregate proceeds of which (along with cash held by Parent and its
subsidiaries and cash held by or available to the Company and its subsidiaries)
will be in an amount sufficient to (i) consummate the Merger (and make all the
payments contemplated by Article II), (ii) pay all related fees and expenses,
(iii) permit Broadcasting to comply with paragraph 4 of the 1988 Agreement (as
hereinafter defined), (iv) permit the Company to comply with Section 5 of the
Babb Agreement (as hereinafter defined), and (v) provide adequate working
capital for the operation of the Company as of the Effective Time.

(b) Parent acknowledges that the financing structure to be
employed by Parent and Parent Sub in connection with the financing for the
transactions contemplated hereby has been and will continue to be devised by
Parent and that the Company makes no representation or warranty with respect to
such financing structure.

(c) Parent and Parent Sub have no reason to believe that they
are not financially qualified under applicable FCC requirements to acquire and
exercise control over the Company as contemplated under this Agreement and are
not aware of any matters or relationships involving the Parent or Parent Sub or
any of their affiliates that could reasonably be expected to cause the FCC to
disapprove the transfer of control of the Company contemplated hereunder or to
designate the FCC Application (as defined in Section 6.03(a)) for evidentiary
hearing.

SECTION 4.8. Brokers. No broker, finder or investment banker
is entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of Parent or Parent Sub.

<PAGE> 53
20

ARTICLE V

COVENANTS

SECTION 5.01. Affirmative Covenants of the Company. The
Company hereby covenants and agrees that, prior to the Effective Time, unless
otherwise expressly contemplated by this Agreement or consented to in writing
by Parent, the Company will and will cause its subsidiaries to (a) operate its
business in the usual and ordinary course consistent with past practices; (b)
use its reasonable efforts to preserve substantially intact its business
organization, maintain its rights and franchises, retain the services of its
respective principal officers and key employees and maintain its relationships
with its respective principal customers and suppliers; (c) use its reasonable
efforts to maintain and keep its properties and assets in as good repair and
condition as at present, ordinary wear and tear excepted; and (d) use its
reasonable efforts to keep in full force and effect insurance comparable in
amount and scope of coverage to that currently maintained; provided, however,
that in the event the Company deems it necessary to take certain actions that
would otherwise be proscribed by clauses (a) - (d) of this Section 5.01, the
Company shall consult with Parent and Parent shall consider in good faith the
Company's request to take such action and not unreasonably withhold or delay
its consent for such action.

SECTION 5.02. Negative Covenants of the Company. Except as
expressly contemplated by this Agreement and except as set forth in Section
5.02 of the Company Disclosure Schedule, or otherwise consented to in writing
by Parent, from the date hereof until the Effective Time, the Company will not
do, and will not permit any of its subsidiaries to do, any of the following:

(a) (i) increase the periodic compensation payable to or
to become payable to any director or executive officer of the Company or any of
its subsidiaries, except for increases in salary, wages or bonuses payable or
to become payable in the ordinary course of business and consistent with past
practice; (ii) grant any severance or termination pay (other than pursuant to
existing severance arrangements or policies as in effect on the date of this
Agreement and "stay" bonuses which do not exceed $200,000 in the aggregate) to,
or enter into any employment or severance agreement with, any director, officer
or employee of the Company or any of its subsidiaries involving an annual
payment of more than $100,000 and not terminable on or before the Closing
(other than employment, severance or similar agreements entered into with the
consent of Parent, which consent shall not be unreasonably withheld or
delayed); or (iii) adopt any employee benefit plan or arrangement, except as
may be required by applicable Law or pursuant to any collective bargaining
agreement between the Company or any of its subsidiaries and their respective
employees;

(b) declare or pay any dividend on, or make any other
distribution in respect of, outstanding shares of capital stock of the Company;

<PAGE> 54
21

(c) (i) redeem, repurchase or otherwise reacquire any
shares of its or any of its subsidiaries' capital stock or any securities or
obligations convertible into or exchangeable for any shares of its or its
subsidiaries' capital stock (other than any such acquisition directly from any
wholly owned subsidiary of the Company in exchange for capital contributions or
loans to such subsidiary, or any options, warrants or conversion or other
rights to acquire any shares of its or its subsidiaries' capital stock or any
such securities or obligations (except in connection with the exercise of
outstanding Options referred to in Section 3.03 in accordance with their
terms); (ii) effect any reorganization or recapitalization of the Company; or
(iii) split, combine or reclassify any of the Company's capital stock or issue
or authorize or propose the issuance of any other securities in respect of, in
lieu of, or in substitution for, shares of its capital stock;

(d) (i) issue, deliver, award, grant or sell, or
authorize or propose the issuance, delivery, award, grant or sale (including
the grant of any Encumbrances) of, any shares of any class of its or its
subsidiaries' capital stock (including shares held in treasury), any securities
convertible into or exercisable or exchangeable for any such shares, or any
rights, warrants or options to acquire, any such shares (except for the
issuance of shares upon the exercise of outstanding Options and except for the
issuance of options to employees with the consent of Parent); or (ii) amend or
otherwise modify the terms of any such rights, warrants or options the effect
of which shall be to make such terms more favorable to the holders thereof;

(e) acquire or agree to acquire, by merging or
consolidating with, by purchasing an equity interest in or a portion of the
assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division (other than
a wholly owned subsidiary) thereof, or otherwise acquire or agree to acquire
any assets of any other person (other than the purchase of assets in the
ordinary course of business and consistent with past practice) in the case of
asset purchases which are material, individually or in the aggregate, to the
Company and its subsidiaries, taken as a whole, or make or commit to make any
capital expenditures other than capital expenditures in the ordinary course of
business consistent with past practice and with the Company's 1995 Capital
Plan;

(f) sell, lease, exchange, mortgage, pledge, transfer or
otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge,
transfer or otherwise dispose of, any of its material assets or any material
assets of any of its subsidiaries except for the grant of purchase money
security interests and dispositions in the ordinary course of business and
consistent with past practice;

(g) propose or adopt any amendments to its Certificate of
Incorporation or, as to its By-Laws, any amendments that would have an adverse
impact on the consummation of the transactions contemplated by this Agreement
or would be adverse to Parent's interests;

<PAGE> 55
22

(h) (A) change any of its methods of accounting in effect
at March 31, 1995, or (B) make or rescind any express or deemed election
relating to Taxes, settle or compromise any claim, action, suit, litigation,
proceeding, arbitration, investigation, audit or controversy relating to Taxes
(except where the amount of such settlements or controversies, individually or
in the aggregate, does not exceed $250,000), or change any of its methods of
reporting income or deductions for federal income tax purposes from those
employed in the preparation of the federal income tax returns for the taxable
year ending December 31, 1993, except, in the case of clause (A) or clause (B),
as may be required by Law or generally accepted accounting principles;

(i) incur any obligation for borrowed money other than
purchase money indebtedness, whether or not evidenced by a note, bond,
debenture or similar instrument, except in the ordinary course of business
under existing loan agreements or capitalized leases, or prepay, before the
scheduled maturity thereof, any of its long-term debt;

(k) agree in writing or otherwise to do any of the
foregoing;

(l) initiate, solicit or encourage (including by way of
furnishing information or assistance), or take any other action to facilitate,
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Competing Transaction (as hereinafter defined), or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, or authorize or permit any of the officers, directors or employees
of the Company or any of its subsidiaries or any representative retained by the
Company or any of the Company's subsidiaries to take any such action, and the
Company shall promptly notify Parent of all relevant terms of any such
inquiries and proposals received by the Company or any of its subsidiaries, or
by any such officer, director or representative, relating to any of such
matters and if such inquiry or proposal is in writing, the Company shall
deliver or cause to be delivered to Parent a copy of such inquiry or proposal;
provided, however, that nothing contained in this subsection (l) shall prohibit
the Board of Directors of the Company from (i) furnishing information to, or
entering into discussions or negotiations with, any person or entity that makes
an unsolicited bona fide proposal to acquire the Company pursuant to a merger,
consolidation, share exchange, business combination or other similar
transaction, if, and only to the extent that, (A) the Board of Directors of the
Company, after consultation with independent legal counsel, determines in good
faith that such action is required for the Board of Directors of the Company to
comply with its fiduciary duties to shareholders imposed by Delaware Law, (B)
prior to furnishing such information to, or entering into discussions or
negotiations with, such person or entity, the Company provides written notice
to Parent to the effect that it is furnishing information to, or entering into
discussions or negotiations with, such person or entity, (C) prior to
furnishing such information to such person or entity, the Company receives from
such person or entity an executed confidentiality agreement with terms no less
favorable to the Company than those

<PAGE> 56
23

contained in the Confidentiality Agreement (as hereinafter defined), and (D)
the Company keeps Parent informed, on a current basis, of the status of any
such discussions or negotiations; or (ii) complying with Rule 14e-2 promulgated
under the Exchange Act with regard to a Competing Transaction. For purposes of
this Agreement, "Competing Transaction" shall mean any of the following
involving the Company or any of its subsidiaries: (a) any merger,
consolidation, share exchange, business combination, or other similar
transaction (other than the transactions contemplated by this Agreement); (b)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition of
25% or more of the assets of the Company and its subsidiaries, taken as a
whole, in a single transaction or series of transactions; (c) any tender offer
or exchange offer for 25% or more of the outstanding shares of capital stock of
the Company; (d) any person shall have acquired, after the date hereof,
beneficial ownership or the right to acquire beneficial ownership of, or any
"group" (as such term is defined under Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder) shall have been formed that
beneficially owns or has the right to acquire beneficial ownership of, 25% or
more of the then outstanding shares of capital stock of the Company; or (e) any
public announcement of a proposal, plan or intention to do any of the
foregoing;

(m) except in the ordinary course of business and
consistent with prior practice or with the consent of Parent (which shall not
be unreasonably withheld or delayed), enter into, renew, renegotiate, modify,
amend or terminate any time sales contracts involving an annual payment of more
than $100,000; or

(n) except in the ordinary course of business and
consistent with prior practice or with the consent of Parent (which shall not
be unreasonably withheld or delayed), enter into, amend or modify any contract
involving an annual payment of more than $100,000 under which the Company is
authorized to broadcast programming.

SECTION 5.03. Access and Information. Subject to
confidentiality agreements to which the Company or any of its subsidiaries is a
party, the Company shall, and shall cause its subsidiaries to (i) afford to
Parent and its officers, directors, employees, accountants, consultants, legal
counsel, agents, lenders (including representatives of any lenders) and other
representatives (collectively, the "Parent Representatives") reasonable access
at reasonable times upon reasonable prior notice to the officers, employees,
agents, properties, offices and other facilities of the Company and its
subsidiaries and to the books and records thereof and (ii) furnish promptly to
Parent and the Parent Representatives such information concerning the business,
properties, contracts, records and personnel of the Company and its
subsidiaries (including, without limitation, financial, operating and other
data and information) as may be reasonably requested, from time to time, by
Parent.

SECTION 5.04. Confidentiality. The parties hereto will
comply or will cause their respective affiliates to comply with all their
respective obligations under the

<PAGE> 57
24

Confidentiality Agreement between the Company and Parent (the "Confidentiality
Agreement"). The Company agrees to not use, and to keep confidential, any
information provided to it by Parent or its subsidiaries (and cause its
employees, lenders and advisors to do the same) to the same extent and under
the same covenants as provided in the Confidentiality Agreement with respect to
Parent's treatment of the Company's confidential information.

SECTION 5.05. Certain Obligations. At the Effective Time,
Parent will cause the Surviving Corporation to discharge its obligations under
Section 5(d) of the Babb Agreement.

ARTICLE VI

ADDITIONAL AGREEMENTS

SECTION 6.01. Stockholder Approval. The Company shall,
promptly after the date of this Agreement, take all action necessary in
accordance with Delaware Law and its Certificate of Incorporation and By-Laws
to convene a meeting of the Company's stockholders (the "Company Stockholders'
Meeting"), to approve and adopt this Agreement. The Company shall use its
reasonable efforts to solicit from stockholders of the Company proxies in favor
of the approval and adoption of this Agreement, unless otherwise required by
applicable fiduciary duties of the directors of the Company, as determined by
such directors in good faith after consultation with independent legal counsel.

SECTION 6.02. Proxy Statement. (a) As promptly as
practicable after the execution of this Agreement, the Company shall prepare
and file with the SEC a proxy statement in connection with the matters to be
considered at the Company Stockholders' Meeting (the "Company Proxy
Statement"). The Company shall use its reasonable efforts to cause the Company
Proxy Statement to be "cleared" by the SEC for mailing to the stockholders of
the Company as promptly as practicable and shall mail the Company Proxy
Statement to its stockholders as promptly as practicable thereafter. Parent
shall furnish all information concerning it and the holders of its capital
stock as the Company may reasonably request in connection with such actions.
The Company Proxy Statement shall include the recommendation of the Company's
Board of Directors in favor of approval and adoption of this Agreement, unless
otherwise required by applicable fiduciary duties of the directors of the
Company, as determined by such directors in good faith after consultation with
independent legal counsel. Parent shall have the right to review the Company
Proxy Statement before it is filed with the SEC.

(b) The information supplied by Parent for inclusion in
the Company Proxy Statement shall not, at the date the Company Proxy Statement
(or any supplement thereto) is first mailed to stockholders, at the time of the
Company Stockholders' Meeting or at the

<PAGE> 58
25

Effective Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
are made, not misleading. If at any time prior to the Effective Time any event
or circumstance relating to Parent or any of its affiliates, or its or their
respective officers or directors, should be discovered by Parent that should be
set forth in a supplement to the Company Proxy Statement, Parent shall promptly
inform the Company.

(c) All information contained in the Company Proxy
Statement (other than information provided by Parent for inclusion therein)
shall not, at the date the Company Proxy Statement (or any supplement thereto)
is first mailed to stockholders, at the time of the Company Stockholders'
Meeting or at the Effective Time, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading. If at any time prior
to the Effective Time any event or circumstance relating to the Company or any
of its affiliates, or to its or their respective officers or directors, should
be discovered by the Company that should be set forth in a supplement to the
Company Proxy Statement, the Company shall promptly inform Parent. All
documents that the Company is responsible for filing with the SEC in connection
with the transactions contemplated herein will comply as to form and substance
in all material respects with the applicable requirements of the Exchange Act
and the rules and regulations thereunder.

SECTION 6.03. FCC Application. (a) As promptly as
practicable after the execution of this Agreement, Parent and the Company shall
prepare an appropriate application for FCC consent, and such other documents as
may be required, with respect to the transfer of control of the Company to
Parent (the "FCC Application"). Not later than the tenth business day
following execution, Parent shall deliver to the Company its completed portion
of the FCC Application. Not later than the twelfth business day following the
execution, the Company shall file, or cause to be filed, the FCC Application.
Parent and the Company shall prosecute the FCC Application in good faith and
with due diligence in order to obtain such FCC consent as expeditiously as
practicable. If the Closing shall not have occurred for any reason within the
initial effective period of the granting of approval by the FCC of the FCC
Application, and neither Parent nor the Company shall have terminated this
Agreement pursuant to Section 8.01, Parent and the Company shall jointly
request one or more extensions of the effective period of such grant. Neither
Parent nor the Company shall knowingly take, or fail to take, any action the
intent or reasonably anticipated consequence of which action or failure to act
would be to cause the FCC not to grant approval of the FCC Application.

(b) Parent and the Company shall each pay one-half of any
FCC fees that may be payable in connection with the filing or granting of
approval of the FCC Application. Parent and the Company shall each oppose any
request for reconsideration or judicial review

<PAGE> 59
26

of the granting of approval of the FCC Application. The Company shall pay any
cost incurred in connection with complying with the FCC notice and
advertisement requirements in connection with the transfer of control of the
Company.

SECTION 6.04. Other Appropriate Action; Consents; Filings.
(a) The Company and Parent shall each use their reasonable efforts to (i)
take, or cause to be taken, all appropriate action, and do, or cause to be
done, all things necessary, proper or advisable under applicable Law or
otherwise (including, in the case of Parent, consummating the Financing) to
consummate and make effective the transactions contemplated by this Agreement,
(ii) obtain any consents or approvals with respect to the Merger the absence of
which would result in a Company Material Adverse Effect (it being understood
that obtaining (i) any thereof that are referred to in Section 7.01(a) or
listed on Exhibit 7.02(c) shall be a condition to Parent's obligation to
consummate the Merger, and (ii) any thereof that are not referred to in Section
7.01(a) or are not listed on Exhibit 7.02(c) shall not be a condition to
Parent's obligation to consummate the Merger), (iii) make all necessary
filings, and thereafter make any other required submissions, with respect to
this Agreement and the Merger required under (A) the Exchange Act and the rules
and regulations thereunder, and any other applicable federal or state
securities laws, (B) the HSR Act, and (C) any other applicable Law; provided
that Parent and the Company shall cooperate with each other in connection with
the making of all such filings, including providing copies of all such
documents (except those filed in connection with the HSR Act) to the nonfiling
party and its advisors prior to filing and, if requested, to accept all
reasonable additions, deletions or changes suggested in connection therewith.
The Company and Parent shall furnish all information required for any
application or other filing to be made pursuant to the rules and regulations of
any applicable Law (including all information required to be included in the
Company Proxy Statement) in connection with the transactions contemplated by
this Agreement.

(b) Each of the Company and Parent agree to cooperate and
use their reasonable efforts to contest and resist any action, including
legislative, administrative or judicial action, and to have vacated, lifted,
reversed or overturned any decree, judgment, injunction or other order (whether
temporary, preliminary or permanent) (an "Order") that is in effect and that
restricts, prevents or prohibits the consummation of the Merger or any other
transactions contemplated by this Agreement, including, without limitation, by
pursuing any necessary administrative or judicial appeal or legislative action.

SECTION 6.05. Public Announcements. Unless otherwise
required by applicable Law or stock exchange or NASDAQ requirements, Parent and
the Company shall consult with each other before issuing any press release or
otherwise making any public statements with respect to the Merger and shall not
issue any such press release or make any such public statement prior to such
consultation.

<PAGE> 60
27

SECTION 6.06. Indemnification. (a) The Certificate of
Incorporation and By-Laws of the Surviving Corporation shall contain the
provisions with respect to indemnification set forth in the Certificate of
Incorporation and By-Laws of the Company on the date of this Agreement, which
provisions shall not be amended, repealed or otherwise modified for a period of
six years after the Effective Time in any manner that would adversely affect
the rights thereunder of persons who at any time prior to the Effective Time
were identified as prospective indemnitees under the Certificate of
Incorporation or By-laws of the Company in respect of actions or omissions
occurring at or prior to the Effective Time (including, without limitation, the
transactions contemplated by this Agreement), unless such modification is
required by Law.

Parent will not permit the provisions with respect to
indemnification set forth in the Certificate of Incorporation and By-laws of
any of the Company's subsidiaries on the date of this Agreement to be amended,
repealed or otherwise modified for a period of six years after the Effective
Time in any manner that would adversely affect the rights thereunder of persons
who at any time prior to the Effective Time were identified as prospective
indemnitees under any such Certificate of Incorporation or By-laws in respect
of actions or omissions occurring at or prior to the Effective Time (including,
without limitation, the transactions contemplated by this Agreement), unless
such modification is required by Law.

(b) From and after the Effective Time, the Surviving
Corporation shall indemnify, defend and hold harmless the present and former
officers, directors and employees of the Company (collectively, the
"Indemnified Parties") against all losses, expenses, claims, damages,
liabilities or amounts that are paid in settlement of, with the approval of
Parent and the Surviving Corporation (which approval shall not be unreasonably
withheld), or otherwise in connection with, any claim, action, suit, proceeding
or investigation (a "Claim"), based in whole or in part on the fact that such
person is or was such a director, officer or employee and arising out of
actions or omissions occurring at or prior to the Effective Time (including,
without limitation, the transactions contemplated by this Agreement), in each
case to the fullest extent permitted under Delaware Law (and shall pay expenses
in advance of the final disposition of any such action or proceeding to each
Indemnified Party to the fullest extent permitted under Delaware Law, upon
receipt from the Indemnified Party to whom expenses are advanced of the
undertaking to repay such advances contemplated by Section 145(e) of Delaware
Law). Parent hereby guarantees the Surviving Corporation's obligations
pursuant to this Section 6.06(b).

(c) Without limiting the foregoing, in the event any
Claim is brought against any Indemnified Party (whether arising before or after
the Effective Time) after the Effective Time (i) the Indemnified Parties may
retain the Company's regularly engaged independent legal counsel as of the date
of this Agreement, or other independent legal counsel satisfactory to them
provided that such other counsel shall be reasonably acceptable

<PAGE> 61
28

to Parent and the Surviving Corporation, (ii) the Surviving Corporation shall
pay all reasonable fees and expenses of such counsel for the Indemnified
Parties promptly as statements therefor are received and (iii) the Surviving
Corporation will use its reasonable efforts to assist in the vigorous defense
of any such matter, provided that the Surviving Corporation shall not be liable
for any settlement of any Claim effected without its written consent, which
consent shall not be unreasonably withheld. Any Indemnified Party wishing to
claim indemnification under this Section 6.06, upon learning of any such Claim,
shall notify the Surviving Corporation (although the failure so to notify the
Surviving Corporation shall not relieve the Surviving Corporation from any
liability which the Surviving Corporation may have under this Section 6.06,
except to the extent such failure prejudices the Surviving Corporation), and
shall deliver to the Surviving Corporation the undertaking contemplated by
Section 145(e) of Delaware Law. The Indemnified Parties as a group may retain
one law firm (in addition to local counsel) to represent them with respect to
each such matter unless there is, under applicable standards of professional
conduct (as determined by counsel to such Indemnified Parties), a conflict on
any significant issue between the positions of any two or more of such
Indemnified Parties, in which event, an additional counsel as may be required
may be retained by such Indemnified Parties.

(d) Parent shall cause to be maintained in effect for not
less than five years after the Effective Time (except to the extent not
generally available in the market) the current policies of directors' and
officers' liability insurance and fiduciary liability insurance maintained by
the Company with respect to matters occurring prior to the Effective Time;
provided, however, that (i) Parent may substitute therefor policies of
substantially the same coverage containing terms and conditions that are
substantially the same for the Indemnified Parties to the extent reasonably
available and (ii) Parent shall not be required to pay an annual premium for
such insurance in excess of 300% of the last annual premium paid prior to the
date of this Agreement, but in such case shall purchase as much coverage as
possible for such amount.

(e) This Section 6.06 is intended to be for the benefit
of, and shall be enforceable by, the Indemnified Parties referred to herein,
their heirs and personal representatives and shall be binding on Parent and
Parent Sub and the Surviving Corporation and their respective successors and
assigns.

SECTION 6.07. Obligations of Parent Sub. Parent shall take
all action necessary to cause Parent Sub to perform its obligations under this
Agreement and to consummate the Merger on the terms and conditions set forth in
this Agreement.

SECTION 6.08. Investigation. Parent acknowledges and agrees
that it (a) has made its own inquiry and investigation into, and based thereon
has formed an independent judgment concerning, the Company, (b) has been
furnished with or given adequate access to such information about the Company
as it has requested, and (c) it will not assert any claim

<PAGE> 62
29

against any of the Company's officers, directors, employees, agents,
stockholders, affiliates, advisors or other representatives, or hold any of
such persons liable, for any inaccuracies, misstatements or omissions with
respect to information furnished by the Company or such persons concerning the
Company. Parent acknowledges and agrees that none of the Company's
stockholders, officers, directors, employees, agents, affiliates, advisors or
other representatives have made, or are making, any representations or
warranties with respect to the Company, this Agreement, or any of the
transactions contemplated hereby.

ARTICLE VII

CLOSING CONDITIONS

SECTION 7.01. Conditions to Obligations of Each Party Under
This Agreement. The respective obligations of each party to effect the Merger
shall be subject to the satisfaction at or prior to the Effective Time of the
following conditions, any or all of which may be waived, in whole or in part,
to the extent permitted by applicable Law:

(a) FCC Approval. The FCC shall have issued a Final
Order (as hereinafter defined) approving the FCC application, and such Final
Order shall include the granting of such waivers, if any, of the FCC Rules and
Regulations as may be necessary to permit the consummation of the transactions
contemplated hereby. All the terms and conditions contained in the Final Order
required to be satisfied on or prior to the Closing shall have been satisfied
and performed.

(b) Antitrust. The applicable waiting period under the
HSR Act shall have expired or been terminated.

(c) Litigation, etc. No Governmental Entity or Federal
or state court of competent jurisdiction shall have enacted, issued,
promulgated, enforced or entered any statute, rule, regulation, executive
order, decree, injunction or other order (whether temporary, preliminary or
permanent) that is in effect and that has the effect of making the Merger
illegal or otherwise prohibiting consummation of the Merger.

(d) Stockholder Approval. The holders of a majority of
the outstanding shares of Common Stock shall have approved and adopted this
Agreement in accordance with Delaware Law and the rules and regulations of
NASDAQ.

SECTION 7.02. Additional Conditions to Obligation of Parent.
The obligation of Parent to effect the Merger is also subject to the following
conditions:

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(a) Representations and Warranties. Each of the
representations and warranties of the Company contained in this Agreement (i)
in the case of any thereof that are expressly qualified by any materiality
qualification, shall be true and correct, subject to such materiality
qualification, and (ii) in the case of all other representations and
warranties, shall be true and correct in all material respects, in each case as
of the Effective Time as though made on and as of the Effective Time, and
except that those representations and warranties that address matters only as
of a particular date shall remain true and correct, subject to such materiality
qualifications or in all material respects, as the case may be, as of such
date. Parent shall have received a certificate of the Chief Executive Officer
of the Company to such effect.

(b) Agreements and Covenants. The Company shall have
performed or complied with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the Effective
Time, except where the failure to so comply would not have a Company Material
Adverse Effect. Parent shall have received a certificate of the Chief
Executive Officer of the Company to that effect.

(c) Consents and Approvals. All consents, approvals and
authorizations that are described on Exhibit 7.02(c) shall have been obtained.

SECTION 7.03. Additional Conditions to Obligation of the
Company. The obligation of the Company to effect the Merger is also subject to
the following conditions:

(a) Representations and Warranties. Each of the
representations and warranties of Parent and Parent Sub contained in this
Agreement (i) in the case of any thereof that are expressly qualified by any
materiality qualification, shall be true and correct, subject to such
materiality qualification, and (ii) in the case of all other representations
and warranties, shall be true and correct in all material respects, in each
case as of the Effective Time as though made on and as of the Effective Time,
and except that those representations and warranties that address matters only
as of a particular date shall remain true and correct, subject to such
materiality qualifications or in all material respects, as the case may be, as
of such date. The Company shall have received a certificate of the Chief
Financial Officer of Parent to such effect.

(b) Agreements and Covenants. Parent shall have
performed or complied with all agreements and covenants required by this
Agreement to be performed or complied with by it on or prior to the Effective
Time, except where the failure to comply would not have a Parent Material
Adverse Effect. The Company shall have received a certificate of the Chief
Financial Officer of Parent to that effect.

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ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01. Termination. This Agreement may be terminated
at any time prior to the Effective Time:

(a) by mutual consent of Parent and the Company;

(b) by Parent, upon a material breach of any
representation, warranty, covenant or agreement on the part of the
Company set forth in this Agreement, or if any representation or
warranty of the Company shall have become untrue in any material
respect, in either case such that the conditions set forth in Section
7.02(a) or Section 7.02(b) would not be satisfied (a "Terminating
Company Breach"), provided that, if such Terminating Company Breach is
curable by the Company through the exercise of its reasonable efforts
and for so long as the Company continues to exercise such reasonable
efforts, Parent may not terminate this Agreement under this Section
8.01(b);

(c) by the Company, upon a material breach of any
representation, warranty, covenant or agreement on the part of Parent
set forth in this Agreement, or if any representation or warranty of
Parent shall have become untrue in any material respect, in either
case such that the conditions set forth in Section 7.03(a) or Section
7.03(b) would not be satisfied (a "Terminating Parent Breach"),
provided that, if such Terminating Parent Breach is curable by Parent
through the exercise of its reasonable efforts and for so long as
Parent continues to exercise such reasonable efforts, the Company may
not terminate this Agreement under this Section 8.01(c);

(d) by either Parent or the Company, if there shall be
any Order that is final and nonappealable preventing the consummation
of the Merger, except if the party relying on such Order has not
complied with its obligations under Section 6.03(a) or 6.03(b);

(e) by Parent or the Company, if the Merger shall not
have been consummated before June 30, 1996, except if the party
seeking to terminate the Agreement shall be in breach hereof;

(f) by Parent or the Company, if the approval and
adoption of this Agreement shall fail to receive the requisite vote by
the stockholders of the Company at the Company Stockholders' Meeting;

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(g) by Parent, if (i) the Board of Directors of the
Company withdraws, modifies or changes its recommendation of this
Agreement or the Merger in a manner adverse to Parent or Parent Sub or
shall have resolved to do any of the foregoing, or the Board of
Directors of the Company shall have recommended to the stockholders of
the Company any Competing Transaction or resolved to do so; and

(h) by the Company, if the Board of Directors of the
Company shall have recommended to the stockholders of the Company any
Competing Transaction or resolved to do so; provided that any
termination of this Agreement by the Company pursuant to this Section
8.01(h) shall not be effective until the close of business on the
second full business day after notice thereof to Parent.

The right of any party hereto to terminate this
Agreement pursuant to this Section 8.01 shall remain operative and in full
force and effect regardless of any investigation made by or on behalf of any
party hereto, any person controlling any such party or any of their respective
officers or directors, whether prior to or after the execution of this
Agreement.

SECTION 8.02. Effect of Termination. Except as provided in
Section 8.05 or Section 9.01, in the event of the termination of this Agreement
pursuant to Section 8.01, this Agreement shall forthwith become void, there
shall be no liability on the part of Parent, Parent Sub or the Company or any
of their respective officers or directors to the other and all rights and
obligations of any party hereto shall cease, except that nothing herein shall
relieve any party for any breach of this Agreement.

SECTION 8.03. Amendment. This Agreement may be amended by
the parties hereto by action taken by or on behalf of their respective Boards
of Directors at any time prior to the Effective Time. This Agreement may not
be amended except by an instrument in writing signed by the parties hereto.

SECTION 8.04. Waiver. At any time prior to the Effective
Time, any party hereto may (a) extend the time for the performance of any of
the obligations or other acts of the other party hereto, (b) waive any
inaccuracies in the representations and warranties of the other party contained
herein or in any document delivered pursuant hereto and (c) waive compliance by
the other party with any of the agreements or conditions contained herein. Any
such extension or waiver shall be valid only if set forth in an instrument in
writing signed by the party or parties to be bound thereby.

SECTION 8.05. Expenses. (a) Except as otherwise expressly
provided herein, all expenses incurred by the parties hereto shall be borne
solely by the party that has incurred such expenses.

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(b) In the event that this Agreement shall be terminated
pursuant to Section 8.01(h) and within 12 months thereafter a Competing
Transaction shall be consummated, the Company shall pay Parent a fee of $6.5
million in cash.

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01. Effectiveness of Representations, Warranties
and Agreements. (a) Except as set forth in Section 9.01(b), the
representations, warranties and agreements of each party hereto shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of any other party hereto, any person controlling any such party
or any of their officers or directors, whether prior to or after the execution
of this Agreement.

(b) The representations, warranties and agreements in
this Agreement (and in any certificate delivered in connection with the
Closing) shall terminate at the Effective Time or upon the termination of this
Agreement pursuant to Article VIII, except that the agreements set forth in
Articles I and II and Sections 6.06 and 6.08 shall survive the Effective Time
and those set forth in Sections 5.04, 5.05, 6.08, 8.02, 8.05 and Article IX
hereof shall survive termination.

SECTION 9.02. Notices. All notices and other communications
given or made pursuant hereto shall be in writing and shall be deemed to have
been duly given or made as of the date delivered, mailed or transmitted, and
shall be effective upon receipt, if delivered personally, mailed by registered
or certified mail (postage prepaid, return receipt requested) to the parties at
the following addresses (or at such other address for a party as shall be
specified by like changes of address) or sent by electronic transmission to the
telecopier number specified below:

(a) If to Parent or Parent Sub:

Renaissance Communications Corp.
One Fawcett Place, Suite 120
Greenwich, CT 06830
Attention: Chief Executive Officer

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(b) If to the Company:

23 Kenney Drive
Cranston, R.I. 02920
Attention: Chief Executive Officer

SECTION 9.03. Certain Definitions. For purposes of this
Agreement, the term:

(a) "affiliate" means a person that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with, the first mentioned person;

(b) "Babb Agreement" means the Employment Agreement dated
January 1, 1993, as amended on December 17, 1993, between Outlet
Communications, Inc. and James G. Babb, Jr.

(c) "business day" means any day other than a day on
which banks in the City of New York are authorized or obligated to be closed;

(d) "control" (including the terms "controlled",
"controlled by" and "under common control with") means the possession, directly
or indirectly or as trustee or executor, of the power to direct or cause the
direction of the management or policies of a person, whether through the
ownership of stock or as trustee or executor, by contract or credit arrangement
or otherwise;

(e) "FCC Licenses" means the licenses described in
Section 3.09(a) of the Company Disclosure Schedule;

(f) "Final Order" means an action by the FCC that has not
been reversed, stayed, enjoined, set aside, annulled or suspended, with respect
to which no timely request for stay, petition for reconsideration or appeal or
sua sponte action of the FCC with comparable effect is pending and as to which
the time for filing any such request, petition or appeal or for the taking of
any such sua sponte action by the FCC has expired.

(g) "knowledge" or "known" means, with respect to any
matter in question, if an executive officer of the Company or Parent, as the
case may be, has actual knowledge of such matter;

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(h) "Licensed Station" means each of (i) WJAR (TV),
Providence, Rhode Island, (ii) WCMH (TV), Columbus, Ohio, and (iii) WNCN (TV)
Goldsboro, North Carolina;

(i) "1988 Agreement" means the Agreement dated as of July
26, 1988, among Bruce G. Sundlun, David E. Henderson, the Company, Broadcasting
and the persons and entities listed on the signature pages thereto;

(j) "person" means an individual, corporation,
partnership, association, trust, unincorporated organization, other entity or
group (as defined in Section 13(d) of the Exchange Act);

(k) "Significant Subsidiary" or "Significant
Subsidiaries" means any subsidiary of the Company that would constitute a
Significant Subsidiary of such party within the meaning of Rule 1-02 of
Regulation S-X of the SEC;

(l) "subsidiary" or "subsidiaries" of the Company,
Parent, the Surviving Corporation or any other person, means any corporation,
partnership, joint venture or other legal entity of which the Company, Parent,
the Surviving Corporation or such other person, as the case may be (either
alone or through or together with any other subsidiary), owns, directly or
indirectly, 50% or more of the stock or other equity interests the holders of
which are generally entitled to vote for the election of the board of directors
or other governing body of such corporation or other legal entity; and

(m) "Tax" or "Taxes" shall mean any and all taxes,
charges, fees, levies, payable to any federal, state, local or foreign taxing
authority or agency, including, without limitation, (i) income, franchise,
profits, gross receipts, minimum, alternative minimum, estimated, ad valorem,
value added, sales, use, real or personal property, payroll, withholding,
employment, social security, workers compensation, unemployment compensation,
utility, severance, excise, stamp, and transfer and gains taxes, (ii) customs
duties, imposts, charges, levies or other similar assessments of any kind, and
(iii) interest, penalties and additions to tax imposed with respect thereto.

SECTION 9.04. Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

SECTION 9.05. Severability. If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such

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determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the extent possible.

SECTION 9.06. Entire Agreement. This Agreement (together
with the Exhibits hereto), and the Confidentiality Agreement constitute the
entire agreement of the parties and supersede all prior agreements and
undertakings, both written and oral, between the parties, or any of them, with
respect to the subject matter hereof.

SECTION 9.07. Assignment. This Agreement shall not be
assigned by operation of law or otherwise; provided, however, that Parent may
assign its rights hereunder (but not its obligations) to any of its wholly
owned subsidiaries.

SECTION 9.08. Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and nothing
in this Agreement, express or implied (other than the provisions of Sections
6.06 and 6.08), is intended to or shall confer upon any other person any right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement.

SECTION 9.09. Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of any party hereto in the
exercise of any right hereunder shall impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation, warranty or
agreement herein, nor shall any single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights
and remedies existing under this Agreement are cumulative to, and not exclusive
of, any rights or remedies otherwise available.

SECTION 9.10. Governing Law; Submission to Jurisdiction.
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware, regardless of the laws that might otherwise govern
under applicable principles of conflicts of law, and each party hereto hereby
submits to the exclusive jurisdiction of the Delaware courts sitting in
chancery for the resolution of all disputes under this Agreement.

SECTION 9.11. Counterparts. This Agreement may be executed
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

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IN WITNESS WHEREOF, Parent, Parent Sub and the Company have
caused this Agreement to be executed as of the date first written above by
their respective officers thereunto duly authorized.

RENAISSANCE COMMUNICATIONS CORP.

By /s/
------------------------------
Name:
Title:

RENAISSANCE COMMUNICATIONS
ACQUISITION CORP.

By /s/
------------------------------
Name:
Title:

OUTLET COMMUNICATIONS, INC.

By /s/
-------------------------------
Name:
Title:

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Exhibit 7.02(c)

Consents and Approvals

1. Consent of the holders of all Outstanding Options to the cancelations of
such Options in accordance with Section 2.03.

2. The Agreement dated as of July 31, 1986, between Harding Service
Corporation and the Company shall have been terminated.