EXHIBIT 10.11 CREDIT AGREEMENT

EXHIBIT 10.11

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CREDIT AGREEMENT

between

STC BROADCASTING OF VERMONT SUBSIDIARY, INC.
as Borrower,

and

HEARST-ARGYLE STATIONS, INC.
as Lender

Dated as of April 24, 1998

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2

TABLE OF CONTENTS

PAGE

SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 2. CREDIT FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.1 Loans; Borrowing Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.2 Disbursement of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.3 Repayment of Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.4 Payment of Interest; Default Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.5 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.6 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 3. PAYMENTS; TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.1 Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.2 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.3 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 Organization and Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.3 No Conflicts or Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.4 Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.5 Title to Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.6 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.7 No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.8 No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.9 Security Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.10 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.11 Principal Office, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.12 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.13 Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.14 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.15 Purchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 5. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.1 Conditions to Initial Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.2 Conditions to Additional Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 6. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.1 Financial Statements, Reports and Documents . . . . . . . . . . . . . . . . . . . . . . . . 13
6.2 Payment of Taxes and Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.3 Maintenance of Existence and Rights; Conduct of Business . . . . . . . . . . . . . . . . . 13
6.4 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.5 Other Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.6 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6.7 Books and Records; Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

6.8 Compliance with Law........................................................................ 14
6.9 Insurance.................................................................................. 14
6.10 Further.Assurances......................................................................... 15
6.11 Lien on.Assets............................................................................. 15

SECTION 7. NEGATIVE COVENANTS .................................................................................... 15
7.1 Change in Nature of Business............................................................... 15
7.2 Limitation on Indebtedness................................................................. 15
7.3 Negative Pledge............................................................................ 15
7.4 No Restrictions............................................................................ 15
7.5 Limitation on Investments.................................................................. 15
7.6 Limitation on Dividends.................................................................... 16
7.7 Amendments; Material Agreements............................................................ 16
7.8 Affiliated Transactions.................................................................... 16
7.9 Issuance of Shares......................................................................... 16
7.10 Name, Fiscal Year and Accounting Method.................................................... 16
7.11 Liquidation, Mergers, Consolidations and Dispositions of Substantial Assets................ 16
7.12 Restricted Payments........................................................................ 16
7.13 Pension.Plans.............................................................................. 16
7.14 Location of Company........................................................................ 16

SECTION 8. EVENTS OF DEFAULT...................................................................................... 16
8.1 Events of Default.......................................................................... 16
8.2 Remedies................................................................................... 18
8.3 Default Interest........................................................................... 18

SECTION 9. MISCELLANEOUS. . . .................................................................................... 18
9.1 Amendments................................................................................. 18
9.2 Notices.................................................................................... 18
9.3 No Waiver; Cumulative Remedies............................................................. 20
9.4 Survival of Representations and Warranties................................................. 20
9.5 Payment of Lender's Expenses, Indemnity, etc............................................... 20
9.6 Benefit of Agreement; Assignments and Participations....................................... 20
9.7 Headings................................................................................... 21
9.8 GOVERNING LAW.............................................................................. 21
9.9 Submission to Jurisdiction................................................................. 21
9.10 WAIVER OF JURY TRIAL....................................................................... 21
9.11 Confidentiality............................................................................ 21
9.12 FCC Compliance............................................................................. 22

EXHIBITS

A - Form of Note
B - Form of Pledge Agreement
C - Form of Guaranty

CREDIT AGREEMENT dated as of April 24, 1998 between STC
BROADCASTING OF VERMONT SUBSIDIARY, INC., a corporation organized under the laws
of Delaware (the "Borrower") and HEARST-ARGYLE STATIONS, INC., a corporation
organized under the laws of Nevada (the "Lender").

W I T N E S S E T H :

WHEREAS, the Borrower has requested that the Lender commit to
make one or more term loans to it in an aggregate principal amount as described
herein; and

WHEREAS, the Lender is willing to provide such financial
accommodations on, and subject to, the terms and conditions hereinafter set
forth.

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

SECTION 1. DEFINITIONS

1.1 Defined Terms 1.1 As used in this Agreement, the
following terms shall have the following meanings:

"Affiliate": shall mean as to any Person, any other Person
which, directly or indirectly, is in control of, is controlled by, or is under
common control with such Person. For purposes of this definition, control of a
Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether through
ownership of voting securities, by contract or otherwise, provided that, in any
event, any Person that owns directly or indirectly securities having more than
50% of the voting power for the election of directors (or Persons having
similar management functions) of any other Person shall be deemed to control
such other Person.

"Agreement": shall mean this Credit Agreement, as amended,
supplemented or modified from time to time.

"Applicable Rate": shall mean a rate per annum equal to 7.75%.

"Bankruptcy Code": shall mean the Federal Bankruptcy Code of
1978, as amended from time to time.

"Business Day": shall mean a day on which commercial banks
are not authorized or required by law or executive order to close in New York,
New York.

"Capitalized Lease": shall mean any lease of property, real
or personal, if the then present value of the minimum rental commitment
thereunder is required to be classified and

accounted for as a capital lease on the balance sheet of the lessee, in
accordance with GAAP.

"Cash Equivalents": means (i) marketable direct obligations
issued by, or unconditionally guaranteed by, the United States Government or
issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Corporation or Xxxxx'x
Investor Service, Inc.; (iii) commercial paper maturing no more than one year
from the date of creation thereof and, at the time of acquisition, having a
rating of at least A-1 from Standard & Poor's corporation and at least P-1 from
Xxxxx'x Investor Service, Inc.; (iv) certificates of deposit or bankers'
acceptances maturing within one year from the date of acquisition thereof
issued by any commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia or any U.S. branch of
a foreign bank having at the date of acquisition thereof combined capital and
surplus of not less than $200,000,000; and (v) repurchase obligations with a
term of not more than seven days for underlying securities of the types
described in clause (i) above, entered into with any bank meeting the
qualifications specified in clause (iv) above.

"Closing Date": shall mean the date on which each of the
conditions set forth in subsection 5.1 hereof have been satisfied.

"Code": shall mean the Internal Revenue Code of 1986, as
amended from time to time.

"Collateral": shall mean the shares of stock of the Borrower
owned by the Guarantor in which the Lender has been granted a security interest
pursuant to the Pledge Agreement.

"Credit Agreement": means the Credit Agreement, dated as of
February 28, 1997, among STC Broadcasting, Inc., The Chase Manhattan Bank, as
agent, NationsBank of Texas, N.A., as documentation agent, and any other
financial institutions from time to time party thereto, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time.

"Default": shall mean any Event of Default or any event which
with the giving of notice, the lapse of time, or both, would become an Event of
Default.

"Dividends": shall mean, with respect to any Person, (i) cash
distributions or any other distributions on, or in respect of, any class of
equity interests or securities of such Person, except for distributions made
solely in equity interests or securities of the same class of such Person, and
(ii) any and all funds, cash or other payments made in respect of the
redemption, repurchase or acquisition of equity interests or securities of such
Person.

"Event of Default": shall mean any of the events specified
in subsection 8.1.

"Final Maturity Date": shall mean the date which occurs two
(2) years after the date of the HAT Exchange Agreement.

"GAAP": shall mean United States generally accepted
accounting principles.

"Governmental Authority": shall mean any nation or
government, any state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"Guarantee": shall mean, with respect to any Person, any
obligation, contingent or otherwise, of such Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation (whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or
(ii) entered into for the purpose of assuring in any other manner the obligee
of such Indebtedness or other obligation of the payment thereof or to protect
such obligee against loss in respect thereof (in whole or in part), provided
that the term Guarantee shall not include endorsements for collection or
deposit in the ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

"Guarantor": shall mean STC Broadcasting of Vermont, Inc., a
corporation organized under the laws of Delaware.

"Guaranty": shall mean, the guaranty, substantially in the
form of Exhibit C hereto, executed by the Guarantor in favor of the Lender.

"HAT Acquisition": shall mean the acquisition by the Lender
of (i) the STC Assets (as defined in the HAT Exchange Agreement) other than the
STC Excluded Assets (as defined in the HAT Exchange Agreement) in exchange for
the HAT Assets (as defined in the HAT Exchange Agreement) or (ii) the Cash
Purchase Assets pursuant to Section 11.1.2 of the HAT Exchange Agreement, all
as more particularly described in the HAT Exchange Agreement.

"HAT Exchange Agreement": shall mean the Asset Exchange
Agreement, dated as of February 18, 1998 among Borrower, STC Broadcasting,
Inc., STC Broadcasting of Vermont, Inc., STC License Company and Hearst-Argyle
Stations, Inc. with respect to the HAT Acquisition.

"Indebtedness": shall mean as to any Person, at any date,
without duplication, (i) all obligations of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, (iii) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, (iv) all obligations of such Person
under Capitalized Leases, (v) all contingent or non-contingent obligations of
such Person to reimburse any bank or other Person in respect of amounts paid or
payable (currently or in the future, on a contingent or non-contingent basis)
under a letter of credit or similar instrument, (vi) all Indebtedness of others
secured by a Lien on any asset of such Person, whether or not such Indebtedness
is assumed by such Person, (vii) all obligations of such Person under interest
rate swaps, caps or collars or under any other financial hedging arrangement
net of any amounts receivable by such Person under such arrangements and (viii)
all Indebtedness of others Guaranteed by such Person.

"Indenture": means the Indenture, dated as of March 25, 1997,
between STC

Broadcasting, Inc., as amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof.

"Investment": shall mean, when used with reference to any
investment of any Person:

(a) any loan, advance or other extension of credit,
including obligations represented by bonds, notes or other securities and any
Guarantees, made by it to, or for the benefit of, any other Person; and

(b) any capital contribution by such Person to, or
acquisition of stock or other securities or partnership or membership interests
by such Person in, any other Person, or any other investment evidencing an
ownership or other interest of such Person in any other Person.

"Lien": shall mean any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, security interest, lien
(statutory or other) or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional or installment sale or other title retention
agreement, any Capitalized Lease having substantially the same economic effect
as any of the foregoing, and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect of any
of the foregoing).

"Loans": shall mean the loans provided for in subsection 2.1.

"Material Adverse Effect": shall mean any (i) material
adverse effect whatsoever upon the validity, performance or enforceability of
this Agreement or any of the Related Documents or any of the transactions
contemplated hereby or thereby, (ii) material adverse effect upon the ability
of the Guarantor, the Borrower or any other Person to fulfill any of their
respective obligations under this Agreement or any of the Related Documents or
(iii) material adverse effect on the business, assets or financial condition of
the Guarantor or the Borrower, except for any such material adverse effect
resulting from (a) general economic conditions applicable to the television
broadcast industry, (b) general conditions in the markets in which the
television broadcast stations of the Borrower operate, or (c) circumstances
that are not likely to recur and either have been substantially remedied or can
be substantially remedied without substantial cost or delay.

"Note": shall have the meaning provided in subsection 2.6.

"Obligations": shall mean any and all of the debts,
obligations and liabilities of the Borrower to the Lender provided for or
arising under this Agreement or the Related Documents (including, without
limitation, the obligation to repay the Loans and to pay interest thereon),
whether now existing or hereafter arising, direct or indirect, absolute or
contingent, liquidated or unliquidated, and whether or not from time to time
decreased or extinguished and later increased, created or incurred.

"Permitted Indebtedness": shall mean (i) Indebtedness
hereunder and under the Related Documents, (ii) Indebtedness constituting
current liabilities for taxes and assessments incurred in the ordinary course
of business, provided such liabilities shall be paid and discharged as provided
in subsection 6.2 hereof, (iii) amounts advanced by the Lender to the Borrower
pursuant to Section 2.14 of the HAT Exchange Agreement and (iv) other
Indebtedness in an aggregate

principal amount not exceeding $50,000.

"Permitted Investments": shall mean investments in cash and
Cash Equivalents.

"Permitted Liens": shall mean (i) all Liens constituting
Permitted Encumbrances (as defined in the HAT Exchange Agreement), (ii) pledges
or deposits made to secure payment of worker's compensation insurance (or to
participate in any fund in connection with worker's compensation insurance),
unemployment insurance, pensions or social security programs, (iii) Liens such
as for landlord's, materialmen's, mechanics', warehousemen's and other like
Liens arising in the ordinary course of business, securing Permitted
Indebtedness whose payment is not overdue for a period in excess of 60 days or
which are being contested in good faith and by appropriate proceedings as to
which appropriate reserves in accordance with GAAP or surety, stay or appeal
bonds have been provided, (iv) Liens for taxes, assessments and governmental
charges or levies imposed upon a Person or upon such Person's income or profits
or property, if the same are not yet due and payable or if the same are being
contested in good faith and as to which appropriate reserves in accordance with
GAAP have been provided, (v) Liens arising from good faith deposits in
connection with leases or contracts (other than contracts involving the
borrowing of money), pledges or deposits to secure public or statutory
obligations, deposits to secure (or in lieu of) surety, stay, appeal or customs
bonds, and deposits to secure the payment of taxes, assessments, customs duties
or other similar charges, (vi) encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real property, lawfully in effect
from time to time, (vii) Liens imposed by operation of law with respect to any
judgments or orders not constituting, or otherwise arising out of an Event of
Default; (viii) attachment or judgment Liens not constituting, or otherwise
arising out of an Event of Default; and (ix) Liens in favor of a banking
institution arising by operation of law encumbering deposits (including the
right of set-off) held by such banking institution incurred in the ordinary
course of business and which are within the general parameters customary in the
banking industry.

"Person": shall mean an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.

"Plan": shall mean any employee benefit plan which is covered
by Title IV of the Employee Retirement Income Security Act of 1974, as amended.

"Pledge Agreement": shall mean the Pledge Agreement,
substantially in the form of Exhibit B hereto, executed by the Guarantor in
favor of the Lender.

"Purchase Agreements": shall mean (a) the STC Purchase
Agreement and (b) the HAT Exchange Agreement.

"Related Documents": shall mean the Note, the Guaranty and
the Pledge Agreement, together with any security agreement, pledge, collateral
assignment and/or mortgage to be executed and delivered pursuant to Section
6.11 hereof and all instruments, documents, agreements and certificates to be
executed and delivered in connection therewith.

"Subsidiary": shall mean as to any Person, a corporation or
other business entity of which shares of stock or other ownership interests
having ordinary voting power to elect a majority of the board of directors or
other managers of such corporation or business entity are at the time

owned, directly or indirectly through one or more intermediaries, by such
Person.

"STC Acquisition": shall mean the acquisition by the Borrower
of the Assets (as defined in the STC Purchase Agreement) other than the
Excluded Assets (as defined in the STC Purchase Agreement), all as more
particularly described in the STC Purchase Agreement.

"STC Financing Consents": shall mean all amendments, consents
or other waivers which may be required under the Credit Agreement or the
Indenture.

"STC Purchase Agreement": shall mean the Asset Purchase
Agreement, dated as of February 3, 1998, among Tuscaloosa Broadcasting, Inc.,
WPTZ Licensee, Inc., WNNE Licensee, Inc. and STC Broadcasting of Vermont, Inc.
with respect to the STC Acquisition.

"Taxes": shall have the meaning provided in subsection 3.3.

"WFFF Disposition": shall mean the transfer or other
disposition of the assets and rights of Borrower relating to WFFF-TV to any
entity ultimately controlled, directly or indirectly, by Xxxxxx X. Xxxxx.

"WFFF-TV": shall mean television broadcast station WFFF-TV,
Channel 44, Burlington, Vermont.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the Related Documents or any certificate or other document
made or delivered pursuant hereto.

(b) The words "hereof," "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
section, subsection, schedule and exhibit references are to this Agreement
unless otherwise specified.

(c) Defined terms in the Agreement shall include in the
singular number the plural and in the plural number the singular.

(d) References in this Agreement to any other agreement,
document or instrument shall, unless the context otherwise requires, include
such other agreement, document or instrument as the same may be from time to
time amended, modified or supplemented.

SECTION 2. CREDIT FACILITY

2.1 Loans; Borrowing Procedures. On the terms and
subject to the conditions of this Agreement, the Lender agrees to make Loans
to the Borrower as follows:

(a) On the Closing Date, the Lender agrees to make a
Loan to the Borrower in

an amount equal to either: (i) if the Closing (as defined in the STC Purchase
Agreement) occurs simultaneously with the Closing Date hereunder, the Purchase
Price (as defined in the STC Purchase Agreement) payable by the Borrower to the
Sellers (as defined in the STC Purchase Agreement) upon the occurrence of the
Closing (as defined in the STC Purchase Agreement) or (ii) if the Non-License
Transfer (as defined in the STC Purchase Agreement) occurs simultaneously with
the Closing Date hereunder, the portion of the Purchase price payable by the
Borrower to such Sellers upon the occurrence of the Non-License Transfer (as
defined in the STC Purchase Agreement); provided that the amount of such Loan to
be advanced under this subsection 2.1(a) shall not exceed $72,000,000;

(b) Provided the Non-License Transfer (as defined in the
STC Purchase Agreement) occurs before the Closing (as defined in the STC
Purchase Agreement), the Lender agrees to make an additional Loan to the
Borrower on the date of the Closing (as defined in the STC Purchase Agreement),
but in no event after the Final Maturity Date, in an amount equal to the unpaid
portion of the Purchase Price (as defined in the STC Purchase Agreement) to be
paid by the Borrower under the STC Purchase Agreement; provided that the amount
of the additional Loan to be advanced by the Lender under this subsection
2.1(b) together with the amount of the initial Loan advanced pursuant to
subsection 2.1(a) shall not exceed $72,000,000;

(c) Any request for an additional Loan pursuant to
subsection 2.1(b) must be delivered in writing to the Lender by not later than
10:00 a.m., New York City time, two Business Days before the date on which such
Loan is requested to be made and must specify (i) the amounts of the requested
Loan, (ii) the date of borrowing (which must be a Business Day on or prior to
the Final Maturity Date) and (iii) the account into which such Loan proceeds
are to be disbursed, and certify to the Lender that all conditions to such Loan
have been satisfied; and

(d) Amounts borrowed and prepaid or repaid under this
Agreement may not be reborrowed.

2.2 Disbursement of Loans. Subject to the conditions of
this Agreement, the Lender shall make Loans available to the Borrower by wire
transferring the amount thereof to such account as the Borrower shall designate
in writing to the Lender.

2.3 Repayment of Principal. Subject to the provisions of
subsection 2.5 hereof, the Borrower agrees to repay to the Lender the entire
outstanding principal amount of the Loans on the Final Maturity Date.

2.4 Payment of Interest; Default Interest. The Borrower
agrees to pay interest on the unpaid principal amount of the Loans from time to
time outstanding from and including the Closing Date to but not including the
date on which such Loans are paid in full at a rate per annum equal to the
Applicable Rate. Interest shall be payable quarterly, in arrears, on the last
Business Day of each March, June, September and December (with the first such
payment hereunder being payable in June 1998) and on the Final Maturity Date.
Notwithstanding the foregoing, if the Borrower shall fail to pay any installment
of principal of or interest on any Loan when due, then the Borrower shall pay
interest on the amount in default as provided in subsection 8.3.

11
2.5 Prepayments. (a) The Borrower may, at any time,
prepay the then outstanding principal amount of the Loans, in whole or in part,
without premium or penalty. The Borrower shall give the Lender not less than
four Business Days' notice of its intent to prepay the Loans, which notice shall
specify the date and amount of the prepayment. Any notice of prepayment given
by the Borrower shall be irrevocable and obligate the Borrower to make the
prepayment specified in such notice on the date specified therein. Any partial
prepayment of the Loans pursuant to this subsection 2.5(a) shall be in an
aggregate principal amount of at least $5,000,000 or an integral multiple of
$1,000,000 in excess thereof. Any prepayment pursuant to this subsection 2.5(a)
shall be accompanied by the payment of accrued and unpaid interest to the date
of such prepayment on the principal amount prepaid.

(b) The Borrower shall prepay the entire outstanding
principal balance of the Loans on the earlier to occur of (i) the date of the
Closing (as defined in the HAT Exchange Agreement) or (ii) upon the
consummation of the Lender's acquisition of the Cash Purchase Assets (as
defined in the Hat Exchange Agreement) pursuant to Section 11.1.2 of the HAT
Exchange Agreement. All prepayments made hereunder shall be accompanied by the
payment of accrued and unpaid interest on the principal amount prepaid through
the date of prepayment.

2.6 Note. The Loan made by the Lender shall be evidenced
by a single promissory note of the Borrower, substantially in the form of
Exhibit A (the "Note"), payable to the order of the Lender. The Lender will
note on its internal records the date and amount of each Loan, the date and
amount of each repayment of principal thereof and will, prior to any permitted
transfer of the Note, endorse on the schedule (or continuation thereof) attached
thereto the outstanding principal amount of the Loan evidenced thereby. Failure
to so record any such information shall not alter the obligations of the
Borrower under this Agreement or the Note.

SECTION 3. PAYMENTS; TAXES

3.1 Computation of Interest. Interest on the Loan shall
be calculated on the basis of a 365-day year and the actual number of days
elapsed.

3.2 Payments. All payments (including prepayments) to be
made by the Borrower on account of principal and interest shall be made without
any set-off or counterclaim whatsoever and shall be made to the Lender, at such
account of the Lender designated for such purpose, in United States Dollars and
in immediately available funds not later than 12:00 noon, New York City time, on
the date on which such payment shall become due. Any payment received after such
time on any Business Day shall be deemed to have been received on the next
Business Day. If any payment hereunder becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.

3.3 Taxes. All payments made by the Borrower under this
Agreement and the Related Documents shall be made free and clear of,

and without reduction for or on account of, any current or future taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any Governmental Authority,
excluding income and franchise taxes imposed on the Lender.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce the Lender to enter into this Agreement and
to make the Loan herein provided for, the Borrower hereby represents and
warrants to the Lender that:

4.1 Organization and Good Standing. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its organization, is duly qualified as a foreign entity
and in good standing in all jurisdictions in which the failure to so qualify
would have a Material Adverse Effect, and has all requisite power and authority
to own its properties and assets, to transact the business in which it is
currently engaged, and to execute and deliver, and to perform its obligations
under, this Agreement and the Related Documents to which it is a party. All of
the issued and outstanding capital stock of the Borrower is owned beneficially
and of record by the Guarantor. The Borrower has no Subsidiaries.

4.2 Authorization. The Borrower has taken all corporate
action (including obtaining the consent and approval of the shareholder of the
Borrower, if required) necessary to authorize the execution and delivery of this
Agreement, the Related Documents to which it is a party and the Purchase
Agreements and to perform the obligations contemplated hereby and thereby.

4.3 No Conflicts or Consents. Except with respect to the
STC Financing Consents, which STC Financing Consents have been obtained and are
in full force and effect, neither the execution and delivery of this Agreement,
the Related Documents to which it is a party or the Purchase Agreements, nor the
consummation of the transactions contemplated hereby or thereby, nor the
compliance with the terms and provisions hereof or thereof, will contravene or
conflict with any provision of any constitution, law or regulation to which the
Borrower is subject, or any judgment, license, order or permit applicable to the
Borrower, or any indenture, loan agreement, mortgage, deed of trust, or other
agreement or instrument to which the Borrower is a party or by which it or its
assets may be bound or subject, or violate any provision of its organizational
documents or by-laws. No consent, approval, authorization or order of any court
or Governmental Authority or third party is required in connection with the
execution and delivery by the Borrower of this Agreement or any of the Related
Documents to which it is a party or for the consummation of the transactions
contemplated hereby or thereby, except with respect to the STC Financing
Consents, which STC Financing Consents have been obtained and are in full force
and effect.

4.4 Enforceable Obligations. This Agreement and the
Related Documents to which the Borrower is a party have been duly executed and
delivered by the Borrower and are the legal, valid and binding obligations of
the Borrower, enforceable against it in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization

or other similar laws affecting creditors' rights generally and general
principles of equity.

4.5 Title to Assets. The Borrower has good title to all
of its assets free and clear of all Liens and other encumbrances and adverse
claims of any nature, except Permitted Liens. The Borrower has sufficient
assets to operate its business as currently conducted.

4.6 Financial Condition. Except with respect to the
organization and incorporation of the Borrower and the transactions contemplated
under the Purchase Agreements, the Borrower has not created, incurred or
assumed, directly or indirectly, any Indebtedness or engaged in any business
activities of any type whatsoever or entered into any agreements or arrangements
with any Person.

4.7 No Default. No Default has occurred and is
continuing, nor will the execution, delivery and performance of this Agreement
or any of the Related Documents cause a Default to occur.

4.8 No Litigation. There are no actions, suits or legal,
equitable, arbitration, regulatory or administrative proceedings pending or, to
the best of the Borrower's knowledge after due inquiry, threatened against the
Borrower or any of its properties or assets, which if adversely determined,
could reasonably be expected to have a Material Adverse Effect.

4.9 Security Interests. The Pledge Agreement creates, as
security for the Loans and the other obligations purported to be secured
thereby, a valid and exclusive, perfected security interest in and Lien on all
of the Collateral described in such agreements in favor of the Lender superior
and prior to the rights of all third Persons, subject to no other Liens. The
Guarantor has good and marketable title to all of its Collateral free and clear
of all Liens (except as created pursuant to the Pledge Agreement). No filings
or recordings are required in order to perfect the security interests created
under the Pledge Agreement.

4.10 Taxes. All tax returns required to be filed by the
Borrower in any jurisdiction have been filed or extensions obtained and all
taxes as reflected in such returns, assessments, fees and other governmental
charges upon the Borrower or upon any of their respective properties, income or
franchises have been paid prior to the time that such taxes would give rise to a
Lien thereon, other than a Permitted Lien under subsection 6.2 hereof. There is
no proposed special tax assessment against the Borrower and, to the knowledge of
the Borrower, there is no basis for any such assessment.

4.11 Principal Office, Etc. The principal office, chief
executive office and principal place of business of (a) the Borrower, is located
at c/o STC Broadcasting, Inc., 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xx.
Xxxxxxxxxx, Xxxxxxx 00000, and (b) the Guarantor, is located at c/o STC
Broadcasting, Inc., 0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xx. Xxxxxxxxxx, Xxxxxxx
00000. The Borrower maintains its principal records and books at such address.

4.12 ERISA. Except for the Plans

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described in the HAT Exchange Agreement, or otherwise required to be provided
or established by Borrower under the STC Purchase Agreement, the Borrower has
not established and does not maintain or contribute to any Plan that is covered
by Title IV of the Employee Retirement Income Security Act of 1974, as amended.

4.13 Compliance with Law. The Borrower is in compliance
with all applicable provisions of all constitutions, laws, rules, regulations,
orders, judgments, decrees, licenses and approvals of any Governmental
Authority, the violation of which would have a Material Adverse Effect.

4.14 Insurance. The Borrower currently has and maintains
insurance coverage of the types and in the amounts required under subsection
6.9.

4.15 Purchase Agreements. The Lender has received a
complete and correct copy of the executed STC Purchase Agreement and all
amendments thereto, waivers relating thereto and other side letters or
agreements affecting the terms thereof. The STC Purchase Agreement has been
duly executed and delivered by the Guarantor and, to the best of Borrower's
knowledge, is in full force and effect in accordance with the terms thereof. All
of the Guarantor's rights under the STC Purchase Agreement have been assigned to
the Borrower. The Borrower hereby acknowledges and agrees that the Lender may
rely on the representations and warranties of the Borrower and the other parties
thereto contained in the STC Purchase Agreement.

SECTION 5. CONDITIONS PRECEDENT

5.1 Conditions to Initial Loan. The obligation of the
Lender to make the initial Loan under Section 2.1(a) hereof is subject to the
satisfaction, immediately prior to or concurrently with the making of such Loan,
of the following conditions precedent:

(a) This Agreement and Related Documents; HAT Exchange
Agreement. The Lender shall have received a counterpart of this Agreement,
each of the Related Documents and the HAT Exchange Agreement, duly executed by
each of the parties thereto.

(b) STC Acquisition. The Lender shall have received
copies, certified as true, correct and complete by the Secretary or an
Assistant Secretary of the Borrower, of the executed STC Purchase Agreement and
all other closing agreements and documents relating thereto or delivered in
connection therewith, and, concurrently with or immediately prior to the
funding of the initial Loan hereunder, all conditions set forth in the STC
Purchase Agreement shall have been satisfied (without any amendment or waiver
not expressly approved by the Lender in writing) and the Borrower shall have
consummated the STC Acquisition or the Non-License Transfer (as defined in the
STC Purchase Agreement).

(c) Legal Proceedings. No injunction, restraining order
or decree of any nature of any court or governmental authority of competent
jurisdiction shall be in effect that restrains or prohibits the transactions
contemplated by this Agreement or the Related Documents.

(d) Approvals. The STC Financing Consents necessary in
connection with this Agreement and the Related Documents shall have been
obtained and shall remain in effect. The Lender shall have received copies,
certified as true, correct and complete by the Secretary or an Assistant
Secretary of the Borrower of all such STC Financing Consents.

(e) Collateral. The Lender shall have received from the
Guarantor all certificates or other instruments representing all Pledged
Securities (as such term is defined in the Pledge Agreement), together with
executed and undated stock powers or assignments in blank.

(f) Representations and Warranties. Each of the
representations and warranties made by the Borrower and the Guarantor pursuant
to this Agreement and the Related Documents, and each of the representations
and warranties contained in any certificate, document or financial or other
statement furnished in connection with this Agreement and the Related
Documents, shall be true and complete in all material respects on and as of the
Closing Date as if made on and as of the Closing Date, except to the extent
that such representations and warranties expressly relate to a particular date,
in which case such representations and warranties shall be true and complete as
of such date.

(g) No Default. No Default shall have occurred and be
continuing on such date or would occur as a result of the Loan.

(h) Corporate Proceedings. The Lender shall have
received a copy of resolutions, in form and substance reasonably satisfactory
to it, of the Board of Directors (or duly empowered committee thereof) of the
Borrower and the Guarantor authorizing the execution and delivery of this
Agreement and the Related Documents to which it is a party and the consummation
of the transactions hereunder and thereunder certified by its Secretary or an
Assistant Secretary, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded as of the date
of such certificate.

(i) Good Standing Certificates. The Lender shall have
received a certificate from the Secretary of State of the State of Delaware
evidencing the good standing of each of the Borrower and the Guarantor.

(j) Corporate Documents. The Lender shall have received
a copy of the charter and by-laws of each of the Borrower and the Guarantor,
together, in each case, with all amendments thereto, certified to be true,
correct and complete by the Secretary or an Assistant Secretary of the Borrower
and the Guarantor, as the case may be.

(k) Incumbency Certificate. The Lender shall have
received a certificate of the Secretary or an Assistant Secretary of each of
the Borrower and the Guarantor as to the incumbency and signature of their
respective officers authorized to sign this Agreement and the Related Documents
to which it is a party.

(l) Officer's Certificates. The Lender shall have
received a certificate from an appropriate officer of each of the Borrower and
the Guarantor certifying that (i) the representations and warranties contained
in this Agreement and the Related Documents to which it is a party are accurate
and complete in all material respects and (ii) no Default has occurred and is
continuing or will occur as a result of the initial Loan.

(m) Insurance. The Lender shall have received evidence
that the Borrower has in effect the insurance coverages required under
subsection 6.9 hereof.

5.2 Conditions to Additional Loans. The obligation of
the Lender to make an additional Loan under subsection 2.1(b) hereof is subject
to the satisfaction, immediately prior to or concurrently with the making of
such additional Loan, of the following conditions precedent:

(a) Representations and Warranties. Each of the
representations and warranties made by the Borrower pursuant to this Agreement,
and each of the representations and warranties contained in any certificate,
document or financial or other statement furnished in connection with this
Agreement, shall be true and complete in all material respects on and as of the
date of such additional Loan as if made on and as of such date, except to the
extent such representations and warranties expressly relate to a particular
date in which case such representations and warranties shall be true and
correct as of such date.

(b) No Default. No Default shall have occurred and be
continuing on such date or would occur as a result of such Loan.

(d) Officer's Certificate. The Lender shall have
received a certificate from an appropriate officer of the Borrower certifying
that (i) the representations and warranties contained in Section 4 hereof are
accurate and complete in all material respects and (ii) no Default has occurred
and is continuing or will occur as a result of such additional Loan.

(e) Legal Proceedings. No injunction, restraining order
or decree of any nature of any court or governmental authority of competent
jurisdiction shall be in effect that restrains or prohibits the transactions
contemplated by this Agreement or the Related Documents.

(f) Supporting Documents. The Lender shall have
received copies, certified as true, correct and complete by the Secretary or
Assistant Secretary of the Borrower, of all closing agreements and documents
relating to the Closing (as defined in the STC Purchase Agreement) in
connection with the STC Acquisition and concurrently with or immediately prior
to the funding of the additional Loan, all conditions to the Closing (as
defined in the STC Purchase Agreement) shall have been satisfied (without any
amendment or waiver not expressly approved by the Lender in writing) and the
Borrower shall have consummated the Closing (as defined in the STC Purchase
Agreement).

SECTION 6. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Note or the
Loan remains outstanding and unpaid or any other amount is owing to the Lender,
the Borrower shall and (except in the case of delivery of financial
information, reports, notices and certificates) shall cause each of

its Subsidiaries to:

6.1 Financial Statements, Reports and Documents. The
Borrower shall deliver to the Lender the financial statements and other
financial reporting materials required to be delivered pursuant to Section 6.2.9
of the HAT Exchange Agreement.

6.2 Payment of Taxes and Other Indebtedness. The
Borrower shall pay and discharge: (i) all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any
property belonging to them, (ii) all lawful claims upon it or its properties and
assets (including claims for labor, materials and supplies) and (iii) all of its
other Indebtedness in accordance with, and in the manner provided for under
Section 6.2 of the HAT Exchange Agreement.

6.3 Maintenance of Existence and Rights; Conduct of
Business. The Borrower shall preserve and maintain its existence and all of its
rights, privileges and franchises in accordance with, and in the manner provided
for under Section 6.2.1 of the HAT Exchange Agreement, and conduct its
businesses in an orderly and efficient manner consistent with good business
practices and in accordance with all valid regulations and orders of any
Governmental Authority in accordance with and in the manner provided for under
Section 6.2.2 of the HAT Exchange Agreement.

6.4 Notice of Default. Promptly upon becoming aware of
the existence of any condition or event which constitutes a Default, the
Borrower shall furnish to the Lender written notice specifying the nature and
period of existence thereof and the action which the Borrower is taking or
proposes to take with respect thereto.

6.5 Other Notices. The Borrower shall promptly notify
the Lender of (i) the occurrence of any event or existence of any condition
which would have a Material Adverse Effect; and (ii) the commencement of, or any
material determination in, any litigation with any third party or any proceeding
before any Governmental Authority affecting the Borrower or its assets or
properties which could reasonably be expected to have a Material Adverse Effect.
The Borrower will promptly deliver to Lender a copy of each notice or written
communication received by the Borrower (a) from the Sellers (as defined in the
STC Purchase Agreement) under or in connection with the STC Purchase Agreement
or (b) from the Federal Communications Commission in connection with the
Stations (as defined in the STC Purchase Agreement). Within thirty (30) days
after the end of each fiscal quarter, and no later than the date of delivery of
the information required to be delivered pursuant to subsection 6.1(d) hereof,
the Borrower shall deliver to the Lender notice of (i) the cancellation or
termination of, or any default under, any agreement, contract or other
instrument to which it is a party or by which any of its properties are bound
which could reasonably be expected to have a Material Adverse Effect, and (ii)
any material adverse claim against or affecting the Borrower or any of its
assets or properties.

6.6 Use of Proceeds.

18
The Borrower will use the proceeds of each Loan made by the Lender solely for
the payment of the Purchase Price (as defined in the STC Purchase Agreement) in
connection with the STC Acquisition.

6.7 Books and Records; Access. The Borrower shall give
any representative of the Lender access during all business hours and upon
reasonable prior notice, and permit such representative to examine, copy or make
excerpts from, any and all books, records and documents in the possession of the
Borrower relating to the affairs of the Borrower or its assets or properties in
accordance with, and in the manner provided for under, Section 6.2.7 of the HAT
Exchange Agreement. Lender agrees to take such steps as are reasonably
practicable to minimize disruption of the Borrower's operations in connection
with such examination. The Borrower shall maintain complete and accurate books
and records of its transactions in accordance with good accounting practices.

6.8 Compliance with Law. The Borrower shall comply with
all applicable constitutions, laws, rules, regulations, judgments, orders,
decisions, rulings and decrees of any Governmental Authority applicable to it or
to any of its assets, properties, business operations or transactions in
accordance with and in the manner provided for under, the HAT Exchange
Agreement.

6.9 Insurance. The Borrower shall maintain workers'
compensation insurance, liability insurance, casualty insurance and other
insurance on its properties, assets and businesses, now owned or hereafter
acquired, against such casualties, risks and contingencies, and in such types
and amounts, as are maintained by Borrower and in effect on the date of this
Agreement; provided, that on the Closing Date, the Lender shall have received
evidence that it has been named as a loss payee (as its interest may appear) on
the property damage coverage maintained by the Borrower in respect of its assets
and properties, and as an additional insured in respect of the liability
coverage, maintained in respect of such assets and properties.

6.10 Further Assurances. The Borrower shall make, execute
or endorse, and acknowledge and deliver or file or cause the same to be done,
all such notices, certificates and additional agreements, undertakings,
conveyances, transfers, assignments or other assurances, and take any and all
such other action, as the Lender may, from time to time, deem reasonably
necessary or proper in connection with this Agreement or any of the Related
Documents, or the obligations of the Borrower hereunder or thereunder.

6.11 Lien on Assets. Upon the written request of Lender
at any time from and after the date which occurs one hundred twenty (120) days
after the date of this Agreement, the Borrower will promptly, and in any event
within thirty (30) days after the date of such written request, execute and
deliver to Lender such security agreements, and take such further action
necessary to grant in favor of Lender a first priority perfected security
interest in and lien upon all of Borrower's assets, tangible and intangible,
whether personal property or real property. Borrower agrees to take all action
necessary or reasonably requested by Lender to perfect such liens and ensure
that such liens have priority over all Liens other than Permitted Liens.

19
SECTION 7. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Note or the
Loan remains outstanding and unpaid or any other amount is owing to the Lender
hereunder:

7.1 Change in Nature of Business. The Borrower will not
(a) enter into any business other than the business of acquiring the Assets (as
defined in the STC Purchase Agreement) pursuant to the STC Purchase Agreement
and operating the same pursuant to the TBA Agreement (as defined in the STC
Purchase Agreement) and the HAT Exchange Agreement or (b) become a party to any
agreement without the prior written consent of the Lender other than the
Purchase Agreements, this Agreement, the Related Documents to which it is a
party, the Station Contracts (as defined in the HAT Exchange Agreement) and
other agreements contemplated in or incidental to the performance of its
obligations under, the Purchase Agreements, this Agreement and the Related
Documents.

7.2 Limitation on Indebtedness. The Borrower shall not
incur, create, contract, assume, have outstanding, guarantee or otherwise be or
become, directly or indirectly, liable in respect of any Indebtedness, except
Permitted Indebtedness.

7.3 Negative Pledge. The Borrower shall not create,
incur or permit or suffer to exist any Lien upon any of its properties or
assets, now owned or hereafter acquired, except for Permitted Liens.

7.4 No Restrictions. The Borrower shall not permit or
suffer to exist any restrictions on the sale or transfer of any assets acquired
with the proceeds of any Loan or pledged to the Lender in accordance with the
terms of the Pledge Agreement, except as provided herein and in the Related
Documents and restrictions imposed by applicable law.

7.5 Limitation on Investments. The Borrower shall not,
without the prior written consent of the Lender, make any Investments, except
Permitted Investments.

7.6 Limitation on Dividends. The Borrower shall not pay
any Dividends, except for the distribution of any proceeds from the WFFF
Disposition.

7.7 Amendments; Material Agreements. The Borrower shall
not amend its organizational documents or by-laws. The Borrower shall not
consent to or permit any alteration, amendment, modification, release, waiver or
termination of any provision of any agreement or contract to which it is a party
except in accordance with, and in the manner provided for under, the HAT
Exchange Agreement.

7.8 Affiliated Transactions.

20
The Borrower shall not enter into any transaction or arrangement with an
Affiliate except in accordance with, and in the manner provided for under,
Section 6.1.12 of the HAT Exchange Agreement and except with respect to the WFFF
Disposition.

7.9 Issuance of Shares. The Borrower shall not issue,
sell or otherwise dispose of capital stock or other securities, or rights,
warrants or options to purchase or acquire any such stock or other securities.

7.10 Name, Fiscal Year and Accounting Method. The
Borrower shall not change its name, fiscal year or method of accounting.

7.11 Liquidation, Mergers, Consolidations and Dispositions
of Substantial Assets. The Borrower shall not dissolve or liquidate, or become
a party to any merger or consolidation, or sell, transfer, lease or otherwise
dispose of all or any part of its property, assets or business, except in
accordance with, and in the manner provided for under, Section 6.1.1 or Section
6.12.4 of the HAT Exchange Agreement and except for the WFFF Disposition.

7.12 Restricted Payments. So long as the Obligations are
outstanding, the Borrower shall not redeem, repurchase or otherwise acquire any
capital stock issued by it or any other Person or prepay any Permitted
Indebtedness or any other Indebtedness of the Borrower.

7.13 Pension Plans. Except with respect to the Plans
described in the STC Exchange Agreement or otherwise required to be provided or
established by Borrower under the STC Purchase Agreement, the Borrower will not
establish or become party to any employee benefit plan of the type referred to
in Section 4.12 hereof.

7.14 Location of Company. The Borrower will not maintain
its principal place of business and chief executive office at any place other
than the place specified in Section 4.11 hereof unless the Borrower shall have
given the Lender not less than 10 days's prior written notice of such change of
location.

SECTION 8. EVENTS OF DEFAULT

8.1 Events of Default:

(a) The Borrower shall fail to pay (i) any installment of
principal of or interest on the Loans when due in accordance with the terms
hereof, or (ii) any other amount payable hereunder or under any Related Document
when due in accordance with the terms hereof or thereof, and in the case of
clause (ii) set forth above, such failure shall continue unremedied for a

period of five days after the date when due; or

(b) Any representation or warranty made or deemed made
by the Borrower herein or by the Borrower or the Guarantor in any Related
Document to which it is a party, or in any certificate, document or financial
or other statement furnished at any time under or in connection with this
Agreement or any Related Documents, shall prove to have been incorrect or
incomplete in any material respect on or as of the date made or deemed made or
shall be breached; or

(c) The Borrower shall default in the observance or
performance of any covenant or agreement set forth herein or in any Related
Document and such default shall continue for a period of 30 days after receipt
of notice thereof from the Lender; or

(d) The Guarantor shall default in the observance or
performance of any covenants or agreements contained in the Guaranty or the
Pledge Agreement; or

(e) The Borrower or the Guarantor shall (i) default in
any payment of principal of or premium or interest on any Indebtedness (other
than Indebtedness owing under this Agreement or the Note) or (ii) any other
event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity; or

(f) The Borrower or the Guarantor shall (i) apply for or
consent to the appointment of a receiver, trustee, custodian, intervenor or
liquidator of itself or of all or a substantial part of such Person's assets,
(ii) file a voluntary petition in bankruptcy, admit in writing that such Person
is unable to pay such Person's debts as they become due, or generally not pay
such Person's debts as they become due, (iii) make a general assignment for the
benefit of creditors, (iv) file a petition or answer seeking reorganization or
an arrangement with creditors or to take advantage of any bankruptcy or
insolvency laws, (v) file an answer admitting the material allegations of, or
consent to, or default in answering, a petition filed against such Person in
any bankruptcy, reorganization or insolvency proceeding, or (vi) take corporate
action for the purpose of effecting any of the foregoing; or

(g) An involuntary petition or complaint shall be filed
against the Borrower or the Guarantor seeking bankruptcy relief or
reorganization or the appointment of a receiver, custodian, trustee, intervenor
or liquidator of such Person, or all or substantially all of such Person's
assets and such petition or complaint remains undismissed, undischarged or
unbonded for a period of 60 days or more, or an order, order for relief,
judgment or decree is entered by any court of competent jurisdiction or other
competent authority approving or ordering any of the foregoing; or

(h) Any of the Related Documents or the Purchase
Agreements shall cease for any reason to be in full force and effect in
accordance with its terms or any Person obligated thereunder shall so assert in
writing or the Pledge Agreement shall cease to be effective to grant the Liens
purported to be granted thereby in accordance with its terms or such Liens
shall cease to be enforceable or superior to and prior to the rights of any
other Person; or

(i) The Guarantor shall cease to own, directly or
indirectly, 100% of the issued and outstanding capital stock of the Borrower;
or

(j) Either Purchase Agreement shall terminate or cease
for any reason to be in full force and effect either automatically or by any
action of any party thereto; or

(k) The TBA Agreement (as defined in the STC Purchase
Agreement) shall cease for any reason to be in full force and effect in
accordance with its terms or any party thereto shall so assert in writing.

8.2 Remedies. If any Event of Default shall occur and be
continuing, then, and in any such event, (a) if such event is an Event of
Default specified in subsection 8.1(f) or (g), automatically the obligation of
the Lender to make any further Loans hereunder shall terminate and the Loans
(with accrued interest thereon) and all other Obligations shall immediately
become due and payable, and (b) if such event is any other Event of Default, the
Lender may, by notice of default to the Borrower, terminate its obligation to
make any further Loans hereunder, whereupon such commitment of the Lender shall
immediately terminate, and/or declare the Loans (with accrued interest thereon)
and all other Obligations to be due and payable forthwith, whereupon the same
shall immediately become due and payable. Except as expressly provided above in
this subsection 8.2, presentment, demand, protest and all other notices of any
kind are hereby expressly waived. Upon the occurrence of an Event of Default
and the acceleration of the Obligations, the Lender may enforce its rights
hereunder, under the Related Documents and under any other instrument or
agreement delivered in connection herewith and therewith and take any other
action to which it is entitled hereunder or thereunder or by law, whether for
the specific performance of any covenant or agreement set forth herein or
therein or to enforce payment as provided herein, therein or by law.

8.3 Default Interest. Notwithstanding any other
provision of this Agreement to the contrary, if the Borrower shall fail to pay
any amount owing to the Lender under this Agreement when due (whether at stated
due date, on acceleration or otherwise), then the Borrower will pay interest to
the Lender, payable on demand, on the amount in default from the date such
payment became due until payment in full at a rate per annum equal to the rate
of interest payable on the Loans immediately prior to the date of such default
plus 3% per annum.

SECTION 9. MISCELLANEOUS

9.1 Amendments. This Agreement may be amended, or any
provision waived, only by an instrument in writing executed by each of the
Borrower and the Lender. Any waiver given shall be effective only in the
specific instance and for the specific purpose for which it is given.

23
9.2 Notices. Except as expressly otherwise provided
herein, all notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy or telex), and
shall be deemed to have been duly given or made when delivered by hand, or one
Business Day after being sent by overnight mail, or five Business Days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when acknowledged as received (if received during normal business hours
on a Business Day, otherwise on the next succeeding Business Day or, in the case
of telex notice, when sent, answerback received, addressed as follows, or to
such other address as may be hereafter notified by the respective parties hereto
and any future holders of the Note:

The Lender: Hearst-Argyle Stations, Inc.
c/o Hearst-Argyle Television, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx X. Xxxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000

with a copy of each such notice to:

Xxxxxx & Xxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000

The Borrower: STC Broadcasting of Vermont Subsidiary, Inc.
c/o STC Broadcasting, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000

with a copy of each such notice to:

(i) Xxxxx & Xxxxxxx LLP
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
Tel.: (000) 000-0000
Fax: (000) 000-0000

(ii) Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx, Xx.
Tel.: (000) 000-0000
Fax: (000) 000-0000

provided that any notice, request or demand to or upon the Lender shall not be
effective until actually received. Any notice, request or demand received on a
day which is not a Business Day shall be deemed to have been received on the
next following Business Day.

9.3 No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Lender, of any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder or under any Related Document preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided or provided in the
Related Documents are cumulative and not exclusive of any rights, remedies,
powers and privileges provided at law, in equity or otherwise.

9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Related Documents.

9.5 Payment of Lender's Expenses, Indemnity, etc. The
Borrower shall:

(a) pay all costs and expenses of the Lender in
connection with any enforcement of, this Agreement and the Related Documents and
the documents and instruments referred to therein or in connection with any
restructuring or rescheduling of the Obligations (including, without limitation,
the reasonable fees and disbursements of counsel for the Lender); and

(b) indemnify the Lender, its officers, directors,
employees, representatives and agents and any persons or entities owned or
controlled by, owning or controlling, or under common control or Affiliated with
Lender (each an "Indemnitee") from, and hold each of them harmless against, any
and all losses, liabilities, claims, damages, expenses, obligations, penalties,
actions, judgments, suits, costs or disbursements of any kind or nature
whatsoever (including, without limitation, the reasonable fees and disbursements
of counsel for such Indemnitee in connection with any investigative,
administrative or judicial proceeding commenced or threatened, whether or not
such Indemnitee shall be designated a party thereto) that may at any time
(including, without limitation, at any time following the payment of the
Obligations) be imposed on, asserted against or incurred by any Indemnitee as a
result of, or arising out of, or in any way related to or by reason of, (i) the
occurrence of an Event of Default hereunder and (ii) the exercise by the Lender
of

its rights and remedies (including, without limitation, foreclosure) under this
Agreement or any Related Document (but excluding, as to any indemnitee, any such
losses, liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements incurred by reason of the gross
negligence or willful misconduct of such Indemnitee). The Borrower's
obligations under this subsection 9.5 shall survive the termination of this
Agreement and the payment of the Obligations.

9.6 Benefit of Agreement; Assignments and Participations.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lender, all future permitted holders of the Note and their
respective permitted successors and assigns, except that the Borrower may not
assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of the Lender.

(b) The Lender may not assign, or enter into any
participations, in respect of, all or any part of the Loan without the prior
written consent of the Borrower (which consent shall not be unreasonably
withheld, conditioned or delayed). The Lender may assign all or any part of
the Loan without the Borrower's consent (i) at any time to one or more
Affiliates of the Lender or (ii) from and after the occurrence and during the
continuance of an Event of Default, to one or more affiliated or unaffiliated
parties; and provided further that no such participation shall affect the
rights and duties of the Lender vis-a-vis the Borrower. The Borrower shall not
be obligated to furnish any information to any such participant, purchaser or
assignee, but the Lender may provide any such Person with any information
furnished by the Borrower to the Lender in compliance with subsection 9.11.

9.7 Headings. The Section and subsection headings in
this Agreement are for convenience of reference only and shall not affect the
interpretation hereof.

9.8 GOVERNING LAW. THIS AGREEMENT AND THE RELATED
DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND
THE RELATED DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

9.9 Submission to Jurisdiction. The Borrower hereby
irrevocably and unconditionally: (i) submits for itself and its property in any
legal action or proceeding relating to this Agreement or any Related Document,
or for recognition and enforcement of any judgment in respect thereof, to the
non-exclusive general jurisdiction of the courts of the State of New York, the
courts of the United States of America for the Southern District of New York,
and appellate courts from any thereof; (ii) consents that any such action or
proceeding may be brought in such courts, and waives any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such
court or that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same; (iii) agrees that if any process or
summons may be served by mailing a copy thereof by registered mail, or a form of
mail substantially equivalent thereto, addressed to it at its address set forth
in or designated pursuant to subsection 9.2, such service to become effective 10
days after such mailing; and (iv) agrees that

nothing herein shall affect the right to effect service of process in any other
manner permitted by law or shall limit the right to xxx in any other
jurisdiction.

9.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS
AGREEMENT IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY AS
TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.

9.11 Confidentiality. The Lender agrees to hold any
non-public information which it may receive from the Borrower pursuant to this
Agreement in confidence, except for disclosure to (i) employees, directors,
agents, legal counsel, accountants, and other professional advisors who are
advised of the confidential nature of such information, on a need-to-know basis,
(ii) as required by law or legal process or in connection with any legal
proceeding, and (iii) permitted assignees, purchasers or participants in
connection with a disposition or proposed disposition of the Lender's interests
hereunder or under the Related Documents, upon execution by such institution of
an agreement to keep such information confidential to the extent described in
this subsection 9.11. Notwithstanding (ii) and (iii) above, in the event that
the Lender is requested pursuant to, or required by, applicable law, regulation,
legal process, or regulatory authority to disclose any such information, the
Lender will provide the Borrower with prompt notice of such request or
requirement in order to enable the Borrower to seek an appropriate protective
order or other remedy, or to consult with the Lender with respect to the
Borrower's taking steps to resist or narrow the scope of such request or legal
process. If, in such event, the Borrower has not provided the Lender with a
protective order or other remedy in sufficient time, with the Lender acting in
good faith and otherwise in its sole discretion, for the Lender to avoid
unlawful nondisclosure of such information, the Lender may disclose such
information pursuant to such law, regulation, or in such legal process, or to
such regulatory authority, as the case may be, without any recourse or remedy
against the Lender by the Borrower or any Affiliate of the Borrower, which the
Borrower hereby expressly waives.

9.12 FCC Compliance. Notwithstanding anything to the
contrary contained herein or in any other agreement, instrument or document
executed in connection herewith, no party hereto shall take any actions
hereunder that would constitute or result in a transfer or assignment of any
license, permit or authorization issued by the Federal Communications Commission
(the "FCC") or a change of control over any such license, permit or
authorization requiring the prior approval of the FCC without first obtaining
such prior approval of the FCC.

[signatures begin on next page]

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

STC BROADCASTING OF VERMONT SUBSIDIARY,
INC.

By: /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Chief Financial Officer

HEARST-ARGYLE STATIONS, INC.

By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: Sr. Vice President Corporate
Development, Secretary and
General Counsel

EXHIBIT A TO
CREDIT AGREEMENT

TERM NOTE

$72,000,000 New York, New York
____________, 1998

FOR VALUE RECEIVED, STC BROADCASTING OF VERMONT SUBSIDIARY, INC.
("Borrower") promises to pay to the order of HEARST-ARGYLE STATIONS, INC. (the
"Lender") at its office, located at _________________________________________,
in lawful money of the United States of America and in immediately available
funds, the principal amount of SEVENTY-TWO MILLION DOLLARS ($72,000,000), or, if
less, the principal amount of the Loans made by the Lender pursuant to
subsection 2.1 of the Credit Agreement referred to below. The principal amount
of this Note shall be paid in the amounts and on the dates specified in
subsection 2.3 of the Credit Agreement.

Borrower further agrees to pay interest in like money at the office of
the Lender specified above on the unpaid principal amount hereof from time to
time outstanding at the rates and on the dates specified in subsection 2.4 of
the Credit Agreement.

The holder of this Note is authorized to endorse on the schedule
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date and amount of each Loan and
the date and amount of each payment or prepayment of principal thereof. Each
such endorsement shall constitute prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall not
affect the obligations of Borrower in respect of the Loans.

This Note (i) is the Note referred to in the Credit Agreement dated as
of ______________, 1998 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), between Borrower and the Lender, (ii) is
subject to the provisions of the Credit Agreement (including the limitations on
transfers and assignments set forth in Section 9.6 thereof) and (iii) is
subject to prepayment as provided in the Credit Agreement. This Note is
secured as provided in the Credit Agreement and the Related Documents.

Upon the occurrence of any one or more Events of Default, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable, all as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note,
whether as maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

A-1

Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

STC BROADCASTING OF VERMONT
SUBSIDIARY, INC.

By:_______________________________
Name:
Title:

A-2
30

SCHEDULE TO TERM NOTE

Amount of Amount of Notation
Date Loan Principal Repaid Unpaid Balance Made By
---- -------- ---------------- -------------- ---------

X-0
00

XXXXXXX X TO
CREDIT AGREEMENT

PLEDGE AGREEMENT

This Pledge Agreement (the "Pledge Agreement") is made and
entered into as of ____________, 1998 by and between STC Broadcasting of
Vermont, Inc., a Delaware corporation (the "Pledgor") and HEARST-ARGYLE
STATIONS, INC. (the "Lender").

RECITALS

WHEREAS, the Pledgor is the owner of [________] shares of common
stock (the "Shares") of STC BROADCASTING OF VERMONT SUBSIDIARY, INC. (the
"Borrower"), constituting 100% of the issued and outstanding shares of common
stock of the Borrower; and

WHEREAS, the Borrower and the Lender have entered into a Credit
Agreement dated as of the date hereof (as amended, modified and supplemented
from time to time, the "Credit Agreement") pursuant to which the Lender has
agreed to make Loans to the Borrower; and

WHEREAS, in order to secure the Obligations of the Borrower under
the Credit Agreement and the Note and the obligations of the Pledgor under the
Guaranty and this Pledge Agreement, the Lender has required the Pledgor to
pledge, and the Pledgor has agreed to pledge to the Lender, the Shares together
with the other items of Collateral set forth herein;

NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. Except as otherwise defined
herein, all capitalized terms used but not defined herein shall have the
respective meanings given to such terms in the Credit Agreement.

SECTION 2. Creation of Security Interest. The Pledgor
hereby pledges, grants and assigns to the Lender an exclusive and continuing
security interest in and lien on all of its right, title and interest in, to
and under the following (hereinafter, the "Collateral") as security for the
payment and performance in full of the Obligations of the Borrower under the
Credit Agreement and the Note and the obligations of the Pledgor hereunder and
under the Guaranty:

(a) The Shares, together with the certificates representing
such Shares and all rights and privileges of the Pledgor with respect to
the Shares, all income and profits thereof and all property received in
addition thereto, in respect thereof or in exchange or in substitution
therefor;

(b) Any and all proceeds of any of the foregoing.

The Shares and all other shares or other ownership interests constituting a
part of the "Collateral" described in clauses (a) and (b) above are hereinafter
collectively referred to as the "Pledged Securities".

SECTION 3. Delivery of Certificates. Simultaneously
with the execution and delivery hereof, the Pledgor is delivering to the Lender
all instruments and certificates representing the Pledged Securities, together
with appropriate undated instruments of transfer or assignment duly executed in
blank. In addition, the Pledgor shall promptly deliver to the Lender, or cause
the issuer of the Pledged Securities to deliver directly to the Lender, all
certificates, instruments or other property, including any cash dividends or
distributions representing or constituting any Collateral received or
receivable by the Pledgor after the date of this Pledge Agreement, other than
distributions permitted by Section 7.6 of the Credit Agreement. Any
certificates or other instruments so delivered shall be duly endorsed and
subscribed by the Pledgor or accompanied by appropriate instruments of transfer
or assignment duly executed in blank by the Pledgor. Any such certificates,
instruments or other property representing or constituting any Collateral
received by the Pledgor after the date of this Pledge Agreement shall be held
by the Pledgor in trust for the Lender and shall forthwith be delivered by the
Pledgor to the Lender as aforesaid. If at any time the Lender notifies the
Pledgor that additional endorsements or other instruments of transfer or
assignment with respect to any of the Collateral held by the Lender are
required, the Pledgor shall promptly execute the same in blank and deliver such
endorsements or other instruments of transfer or assignment as the Lender may
request.

SECTION 4. Dividends and Distributions. The Pledgor
shall deliver to the Lender, as Collateral, any and all additional shares of
stock or any other property of any kind received, receivable, distributed or
distributable on or by reason of the Collateral pledged hereunder, whether in
the form of or by way of cash, stock dividends or distributions, warrants,
subscription rights, liquidation (in whole or in part), conversion, prepayment
or redemption (in whole or in part) or otherwise.

SECTION 5. Power of Attorney. The Pledgor hereby
constitutes and irrevocably appoints the Lender, with full power of
substitution and revocation by the Lender, as the Pledgor's true and lawful
attorney-in-fact, for the purpose from time to time upon the occurrence and
during the continuance of an Event of Default of carrying out the provisions of
this Pledge Agreement and taking any action and executing any instrument that
the Lender deems necessary or advisable to accomplish the purposes of this
Pledge Agreement, including, without limitation, to affix to certificates and
documents representing any Collateral the endorsements or other instruments of
transfer or assignment delivered with respect thereto and to transfer or cause
the transfer of the Collateral, or any part thereof, on the books of the
Borrower. The power of attorney granted pursuant to this Pledge Agreement and
all authority hereby conferred are granted and conferred solely to protect the
Lender's interest in the Collateral and shall not impose any duty upon the
Lender to exercise any power. This power of attorney shall be irrevocable as
one coupled with an interest.

SECTION 6. Representations of Pledgor. The Pledgor
represents and warrants to the Lender that:

(a) No consent or authorization of, filing with, or other act
by or in respect of, any arbitrator or Governmental Authority and no
consent of any other Person is required (i) for the execution, delivery
and performance of this Pledge Agreement by the Pledgor, (ii) for the
pledge by the Pledgor of the Collateral to the Lender pursuant to this
Pledge Agreement, or (iii) subject to Section 17 hereof, for the
exercise by the Lender of the rights provided for in this Pledge
Agreement or the remedies in respect of the Collateral pursuant to this
Pledge Agreement, except as may be required under federal or state
securities laws in connection with any sale of the

Collateral;

(b) The Pledgor is the sole legal and beneficial owner of, and
has valid and transferrable title to, the Collateral, free and clear of
all Liens, other than the Lien in favor of the Lender created by this
Pledge Agreement;

(d) The Shares represent 100% of the issued and outstanding
capital stock of the Borrower;

(e) The Pledged Securities have been duly authorized and
validly issued, are fully paid and non- assessable, and, subject to
Section 17 hereof, are not subject to any charter, bylaw, statutory,
contractual or other restrictions governing their issuance, transfer,
ownership or control; and

(f) All actions (including, without limitation, delivery to the
Lender of all certificates representing the Pledged Securities together
with undated stock powers or other instruments of assignment duly
executed in blank, registration of the Lien created hereby on the
Collateral on the books and records of the issuer of any Pledged
Securities and, if required, the filing of UCC-1 financing statements in
all appropriate jurisdictions) required to create and perfect the Lien
of the Lender in the Collateral have been taken and the Lien on the
Collateral in favor of the Lender is superior in right to any rights or
claims of any other Person.

SECTION 7. Obligations of Pledgor. The Pledgor further
covenants to the Lender that:

(a) The Pledgor will not sell, transfer or convey any interest
in, or suffer or permit any Lien to exist on or with respect to, any of
the Collateral except the Lien created under this Pledge Agreement;

(b) The Pledgor will, at its own expense, at any time and from
time to time at the request of the Lender, do, make, procure, execute
and deliver all acts, things, writings, assurances and other documents
as may be reasonably requested by the Lender to further preserve,
establish, perfect or enforce the Lender's rights, interests and
remedies created by, provided in or emanating from this Pledge
Agreement;

(c) The Pledgor will defend the Lender's right, title and
interest in, to and under the Collateral against the claims and demands
of all Persons whomsoever (other than Persons claiming by or through the
Lender);

(d) The Pledgor hereby authorizes the Lender to file one or
more financing or continuation statements and amendments thereto
relating to all or any part of the Collateral without the Pledgor's
signature. A photocopy or other reproduction of this Pledge Agreement
shall be sufficient as a financing statement;

(e) The Pledgor will not permit the Borrower to issue any
additional securities or capital

stock; and

(f) The Pledgor will cause the Borrower to execute and deliver
to the Lender on the date hereof a letter substantially in the form of
Exhibit A hereto.

SECTION 8. Rights of Pledgor. So long as no Event of
Default has occurred and is continuing, the Pledgor shall be entitled to vote
or consent with respect to the Collateral in any manner not inconsistent with
this Pledge Agreement, the Credit Agreement or any other Related Document.
Upon the occurrence and during the continuance of an Event of Default, the
Lender shall have the exclusive right to vote the Pledged Securities. The
Pledgor hereby grants to the Lender an irrevocable proxy to vote the
Collateral, which proxy shall be effective immediately upon the occurrence of
and during the continuance of an Event of Default, and upon the request of the
Lender, the Pledgor agrees to deliver to the Lender such further evidence of
such irrevocable proxy or such further irrevocable proxy to vote the Collateral
as the Lender may request.

SECTION 9. Rights of the Lender.

(a) If the Pledgor fails to perform any agreement contained
herein, the Lender may (but shall not be obligated or required to)
perform, or cause the performance, of such agreement.

(b) At any time upon and during the continuance of an Event of
Default, the Lender may (but shall not be obligated or required to):

(i) Subject to Section 17 hereof, cause the Collateral to
be transferred to its name or to the name of its nominee or
nominees and thereafter exercise as to such Collateral all of the
rights, powers and remedies of an owner;

(ii) Ask for, demand, collect, xxx for, recover,
compromise, receive and give acquittances and receipts for monies
due or to become due under or in respect of any of the Collateral
and hold the same as part of the Collateral, or apply the same to
any of the Obligations in such manner as the Lender may direct in
its sole discretion;

(iii) Receive, endorse and collect any drafts or other
instruments, documents and chattel paper, in connection with
clause (ii) above (including, without limitation, all instruments
representing dividends, interest payments or other distributions
in respect of the Collateral or any part thereof and give full
discharge for the same);

(iv) Subject to Section 17 hereof, file any claims or
take any actions or institute any proceedings that the Lender may
deem necessary or desirable for the collection of any of the
Collateral or otherwise to enforce compliance with the rights of
the Lender with respect to any of the Collateral;

(v) Enter into any extension, subordination,
reorganization, deposit, merger, or consolidation agreement, or
any other agreement relating to or affecting the Collateral, and
in connection therewith deposit or surrender control of such
Collateral thereunder, and accept other property in exchange
therefor and hold and apply such property or money so received in
accordance with the provisions hereof; and

(vi) Discharge any taxes levied on the Collateral or pay
for the maintenance and preservation of the Collateral; the
amount of such payments, plus any and all fees, costs and
expenses of the Lender (including reasonable attorneys' fees and
disbursements) actually in connection therewith, shall, at the
Lender's option, be reimbursed by the Pledgor on demand.

SECTION 10. Release of Collateral. In the event that the
entire outstanding principal sum of and accrued interest on the Loans is paid
in full and all other non-contingent Obligations are paid and performed in
full, the Lender shall deliver the Collateral to the Pledgor, thereby releasing
the security interest granted hereunder and this Pledge Agreement shall
terminate.

SECTION 11. Event of Default; Remedies. Upon and during the
continuance of an Event of Default:

(a) The Lender shall have all the rights and remedies of a
secured party under the Uniform Commercial Code as in effect in any
applicable jurisdiction. In addition, the Lender shall have the right,
without demand of performance or other demand, advertisement or notice
of any kind, except as specified below, to or upon the Pledgor or any
other Person (all and each of which demands, advertisements and/or
notices are hereby expressly waived), to proceed forthwith to collect,
receive, appropriate and realize upon the Collateral, or any part
thereof and to proceed forthwith to sell, assign, give an option or
options to purchase, contract to sell, or otherwise dispose of and
deliver the Collateral or any part thereof in one or more parcels at
public or private sale or sales at such prices and on such terms and
restrictions (including, without limitation, a requirement that any
purchaser of all or any part of the Collateral shall be required to
purchase any securities constituting the Collateral solely for
investment and without any intention to make a distribution thereof) as
the Lender may deem appropriate without any liability for any loss due
to decrease in the market value of the Collateral during the period
held. If any notification to the Pledgor of the intended disposition of
the Collateral is required by law, such notification shall be deemed
reasonable and properly given if hand delivered or made by telecopy at
least ten Business Days' prior to such disposition to the address of the
Pledgor indicated below.

(b) All of the Lender's rights and remedies under this Pledge
Agreement and under applicable law, including but not limited to the
foregoing, shall be cumulative and not exclusive and shall be
enforceable alternatively, successively or concurrently as the Lender
may deem expedient.

(c) Upon any sale or other disposition, the Lender shall have
the right to deliver, endorse, assign and transfer to the purchaser
thereof the Collateral so sold or disposed of. Each purchaser at any
such sale or other disposition, including the Lender, shall hold the
Collateral free from any claim or right of whatever kind, including any
equity or right of redemption. The Pledgor specifically waives all
rights of stay or appraisal which the Pledgor had or may have under any
rule of law or statute now existing or hereafter adopted.

(d) The Lender undertakes to use commercially reasonable
efforts to cause a sale of the Collateral; provided, that the Lender
shall not be obligated to make any sale or other disposition unless the
terms thereof shall be satisfactory to it. The Pledgor acknowledges and
agrees that the

Lender shall have no liabilities for any delay experienced in its efforts
to effect such a sale or the ultimate terms of any such sale. The Lender
may, without notice or publication, adjourn any private or public
sale, and, upon ten Business Days' prior notice to the Pledgor, hold such
sale at any time or place to which the same may be so adjourned. In case
of any sale of all or any part of the Collateral, on credit or future
delivery, the Collateral so sold may be retained by the Lender until the
selling price is paid by the purchaser thereof, but the Lender shall
incur no liability in case of the failure of such purchaser to take up
and pay for the property so sold and, in case of any such failure, such
property may again be sold as herein provided.

SECTION 12. Disposition of Proceeds. The proceeds of any sale
or disposition of all or any part of the Collateral shall be applied (after
payment of any amounts payable to the Lender pursuant to Section 14 hereof) by
the Lender to the payment of the Obligations in such order as the Lender may
elect. Any surplus thereafter remaining shall be paid to the Pledgor, subject
to the rights of any holder of a Lien on the Collateral of which the Lender has
actual notice. If the proceeds from the sale of the Collateral are
insufficient to satisfy the Obligations, the Pledgor shall remain liable for
any deficiency.

SECTION 13. Termination. This Pledge Agreement shall: (a)
create a continuing security interest in the Collateral; (b) remain in full
force and effect for so long as any Obligations under any of the Related
Documents are outstanding; (c) be binding upon the Pledgor and its permitted
successors and assigns; and (d) inure to the benefit of the Lender and its
successors, transferees and assigns. Without limiting the foregoing, the Lender
may assign or otherwise transfer the Loan, or any portion thereof, held by it to
any other Person in accordance with the terms of the Credit Agreement, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted herein or otherwise. The Pledgor may not assign its rights or
obligations under this Pledge Agreement without the prior written consent of the
Lender.

SECTION 14. Expenses of the Lender. All expenses (including,
without limitation, reasonable attorneys' fees and disbursements) actually
incurred by the Lender in connection with the failure by the Pledgor to perform
or observe any provision of this Pledge Agreement, the exercise or enforcement
of any rights of the Lender under this Pledge Agreement and the custody or
preservation of any of the Collateral and any actual or attempted sale or
exchange of, or any enforcement, collection, compromise or settlement
respecting, the Collateral, or any other action taken by the Lender hereunder
whether directly or as attorney-in-fact pursuant to a power of attorney or
other authorization herein conferred, shall be deemed an Obligation secured by
the Collateral and the Lender may apply the Collateral to payment of or
reimbursement of itself for such liability.

SECTION 15. Lender's Duty. Except as otherwise expressly set
forth in Section 11(d) hereof, the Lender shall not be required to take any
action hereunder in respect of an Event of Default. The Lender shall not be
liable for any acts, omissions, errors of judgment or mistakes of fact or law
including, without limitation, acts, omissions, errors or mistakes with respect
to the Collateral, except for those arising out of or in connection with the
Lender's (i) gross negligence or willful misconduct, or (ii) failure to use
reasonable care with respect to the safe custody of any certificate or
instrument evidencing any part of the Collateral which is in the physical
possession of the Lender. The Lender shall be under no obligation to take any
steps necessary to preserve rights in the Collateral against any prior parties
but may do so at its option, and all expenses incurred in connection therewith
shall be for the account of the Pledgor, and shall be added to the Obligations
secured hereby.

37
SECTION 16. General Provisions.

(a) No failure on the part of the Lender to exercise, and no
delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise by the
Lender of any right, power or remedy hereunder preclude any other or
future exercise thereof, or the exercise of any other right, power or
remedy. The representations, covenants and agreements of the Pledgor
herein contained shall survive the date hereof.

(b) This Pledge Agreement is a Related Document to which
reference is made in, and which is executed pursuant to, the Credit
Agreement and shall (unless otherwise expressly indicated herein) be
construed, administered and applied in accordance with the terms and
provisions thereof.

(c) No amendment or waiver of any provision of this Pledge
Agreement nor consent to any departure by the Pledgor herefrom nor
release of all or any part of the Collateral shall in any event be
effective unless the same shall be in writing, signed by the Lender.
Any such waiver or consent or release shall be effective only in the
specific instance and for the specific purpose for which it is given.

(d) Except as expressly otherwise provided herein, all notices,
requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy or telex), and
shall be delivered and deemed effective in the manner set forth in the
Credit Agreement, except that the address for all notices to Pledgor
shall be the address set forth below the signature of the Pledgor.

(e) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND INTERPRETED
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
EACH OF THE LENDER AND THE PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS PLEDGE AGREEMENT.

(f) The Pledgor hereby consents to the non-exclusive
jurisdiction of the Supreme Court of the State of New York for New York
County and the United States District Court for the Southern District of
New York with respect to any suit, claim, action or proceeding arising
out of or related to this Pledge Agreement or the transactions
contemplated hereby and hereby waives any objection which it may have
now or hereafter to the venue of any suit, claim, action or proceeding
arising out of or related to this Pledge Agreement or the transactions
contemplated hereby and brought in the courts specified above and also
hereby waives any claim that any such suit, claim, action or proceeding
has been brought in an inconvenient forum. The Pledgor agrees that
service of process or other legal summons for purposes of any action or
proceeding under this Pledge Agreement or the other Related Documents
may be served on Pledgor by mailing a copy thereof by registered mail,
or a form of mail substantially equivalent thereto, addressed to it at
its address set forth in or designated pursuant to Section 16(d), such
service to become effective 10 days after such mailing and agrees that
nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to xxx in any
other jurisdiction.
38

(g) If any provision of this Pledge Agreement is determined by
a court of competent jurisdiction to be unenforceable, such provision
shall be automatically reformed and construed so as to be valid,
operative and enforceable to the maximum extent permitted by the law
while most nearly preserving its original intent. The invalidity of any
part of this Pledge Agreement shall not render invalid the remainder of
the Pledge Agreement.

(h) This Pledge Agreement may be executed in counterparts, each
of which when so executed and delivered shall be deemed an original, but
all such counterparts taken together shall constitute but one and the
same instrument.

(i) The section headings in this Pledge Agreement are for
convenience of reference only and shall not affect the interpretation
hereof.

SECTION 17. FCC Compliance.

(a) Notwithstanding anything to the contrary contained herein
or in any other agreement, instrument, or document executed in
connection herewith, no party hereto shall take any actions hereunder
that would constitute or result in a transfer or assignment of any
Station License (as defined in the HAT Exchange Agreement), permit or
authorization, or a change of control over such Station License, permit
or authorization requiring the prior approval of the FCC without first
obtaining such prior approval of the FCC. In addition, the parties
acknowledge that the voting rights of the Pledged Securities shall
remain with the Pledgor even upon the occurrence and during the
continuance of an Event of Default until the FCC shall have given its
prior consent to the exercise of stockholder rights by a purchaser at a
public or private sale of such Pledged Securities or the exercise of
such rights by the Lender or by a receiver, trustee, conservator or
other agent duly appointed pursuant to applicable law.

(b) If an Event of Default shall have occurred, Pledgor shall
take any action which the Lender may request in the exercise of its
rights and remedies under this Pledge Agreement in order to transfer or
assign the Collateral to the Lender or to such one or more third parties
as the Lender may designate, or to a combination of the foregoing. To
enforce the provisions of this Section 17, the Lender is empowered to
seek from the FCC and any other Governmental Authority, to the extent
required, consent to or approval of any involuntary transfer of control
of any entity whose Collateral is subject to this Pledge Agreement for
the purpose of seeking a bona fide purchaser to whom control ultimately
will be transferred. Pledgor agrees to cooperate with any such
purchaser and with the Lender in the preparation, execution and filing
of any forms and providing any information that may be necessary or
helpful in obtaining the FCC's consent to the assignment to such
purchase of the Collateral. Pledgor hereby agrees to consent to any
such voluntary or involuntary transfer after and during the continuation
of an Event of Default and, without limiting any rights of the Lender
under this Pledge Agreement, to authorize the Lender to nominate a
trustee or receiver to assume control of the Collateral, subject only to
required judicial, FCC or other consents required by Governmental
Authorities, in order to effectuate the transactions contemplated by
this Section 17. Such trustee or receiver shall have all the rights and
powers as provided to it by law or court order, or to the Lender under
this Pledge Agreement. Pledgor shall cooperate fully in obtaining the
consent of the FCC and the approval or consent of each other
Governmental Authority required to effectuate the foregoing.
39

(c) In connection with this Section 17, the Lender shall be
entitled to rely in good faith upon an opinion of outside FCC counsel of
the Lender's choice with respect to any such assignment or transfer,
whether or not the advice rendered is ultimately determined to have been
accurate.

[signatures begin on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement
to be executed by their respective officers thereunto duly authorized as of the
day and year first above written.

STC BROADCASTING OF VERMONT, INC.

By:_____________________________________
Name:
Title:

Address: c/o STC Broadcasting,Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000

with a copy to:

Xxxxx & Xxxxxxx LLP
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
Tel.: (000) 000-0000
Fax: (000) 000-0000

Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx, Xx.
Tel.: (000) 000-0000
Fax: (000) 000-0000

HEARST-ARGYLE STATIONS, INC.

By:_____________________________________
Name:
Title:
41

The undersigned, as issuer of the Shares, hereby acknowledges the grant
of the security interest set forth herein and consents to the rights and
remedies of the Lender provided herein in respect of the Pledged Securities.

STC BROADCASTING OF VERMONT SUBSIDIARY,
INC.

By:_____________________________________
Name:
Title:

EXHIBIT A TO PLEDGE AGREEMENT

STC BROADCASTING OF VERMONT SUBSIDIARY, INC.

____________, 1998

Hearst-Argyle Stations, Inc.
c/o Hearst-Argyle Television, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Gentlemen:

Reference is made to the Pledge Agreement dated as of the date
hereof (the "Pledge Agreement") between STC Broadcasting of Vermont, Inc., as
pledgor (the "Pledgor"), and you, as lender. Capitalized terms used but not
defined herein have the respective meanings provided in the Pledge Agreement.

In connection with the pledge of the Collateral to you by the
Pledgor, the undersigned, as issuer of the Pledged Securities, hereby agrees
with you as follows:

(i) To deliver directly to you at your address
set forth in the Pledge Agreement, any and all instruments and/or
share certificates evidencing any right, option or warrant, and all
new, additional or substituted securities issued to, or to be received
by, the Pledgor by virtue of its ownership of those Pledged Securities
issued by the undersigned or upon exercise by the Pledgor of any
option, warrant or right attached to such Pledged Securities;

(ii) Except for distributions permitted pursuant
to Section 7.6 of the Credit Agreement, to pay directly to you any and
all cash dividends which might be declared and payable (including any
unpaid dividend accrued prior to the date hereof) on any of such
Pledged Securities; and

(iii) At any time upon and during the continuance
of an Event of Default, upon your presentation of executed instruments
of transfer or assignment naming you or your nominee as transferee,
together with stock certificates representing the Pledged Securities
(issued by the undersigned) to be transferred, to register the
transfer of such Pledged Securities to you or your nominee, as
applicable, subject to the terms of Section 17 of the Pledge Agreement
and to any restrictions on transfers set forth in applicable federal
or state securities laws.

In addition, the undersigned agrees that, if at any time you
shall determine to exercise your right to sell all or any of the Collateral,
the undersigned will, upon your request and at the undersigned's expense:

(a) provide you with such other information and
projections in respect of the undersigned as may be necessary or, in
your opinion, advisable to enable you to effect the sale of the
Collateral; and

(b) do or cause to be done all such other acts
and things consistent with the terms of the Pledge Agreement as may be
necessary to make such sale of the Collateral or any part thereof
valid and binding and in compliance with applicable law.

You are hereby authorized, in connection with any sale of the
Collateral, to deliver or otherwise disclose to any prospective purchaser of
the Collateral (i) any information provided to you pursuant to subsection (a)
above and (ii) any other information in your possession relating to the
undersigned or the Collateral.

Very truly yours,

STC BROADCASTING OF VERMONT SUBSIDIARY,
INC.

By: _______________________________
Name:
Title:

ACKNOWLEDGED, CONSENTED AND AGREED TO:

STC BROADCASTING OF VERMONT, INC.

By: _______________________________
Name:
Title:

EXHIBIT C TO
CREDIT AGREEMENT

GUARANTY

GUARANTY (the "Guaranty") made as of ______________, 1998 by
STC BROADCASTING OF VERMONT, INC., a Delaware corporation (the "Guarantor"), in
favor of HEARST-ARGYLE STATIONS, INC. (the "Lender").

W I T N E S S E T H:

WHEREAS, STC BROADCASTING OF VERMONT SUBSIDIARY, INC., a
Delaware corporation (the "Borrower") has entered into a Credit Agreement dated
as of the date hereof (as amended, modified and supplemented from time to time,
the "Credit Agreement") with the Lender pursuant to which the Lender has agreed
to make Loans to the Borrower;

WHEREAS, the Guarantor is the sole shareholder of the
Borrower;

WHEREAS, the Lender has required the Guarantor to guarantee
the Obligations of the Borrower under the Credit Agreement;

WHEREAS, the Guarantor is willing to guarantee the Obligations
of the Borrower under the Credit Agreement and the Related Documents to which
the Borrower is a party on the terms set forth herein;

WHEREAS, the Guarantor acknowledges it is receiving direct
benefits from the consummation of the Credit Agreement; and

WHEREAS, to secure the payment and performance of the
Obligations of the Borrower under the Credit Agreement and the Note and its
obligations under this Guaranty and the Pledge Agreement, the Guarantor has
executed and delivered to the Lender a Pledge Agreement (as amended, modified
and supplemented from time to time, the "Pledge Agreement") dated as of the
date hereof pursuant to which the Guarantor has granted to the Lender a
security interest in and lien upon all of the issued and outstanding shares of
capital stock of the Borrower.

NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Guarantor hereby agrees as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. Capitalized terms used but not
defined herein shall have the respective meanings provided to such terms in the
Credit Agreement.

SECTION 2. GUARANTY

2.1 Guaranty of Obligations. The Guarantor hereby
unconditionally and irrevocably guarantees (as primary obligor and not merely
as surety) to the Lender the full payment and performance by the Borrower, when
due (whether at stated maturity, by acceleration or otherwise), of all the
Obligations. The Guarantor hereby agrees that it will forthwith pay and
perform the Obligations immediately upon demand by the Lender as such
Obligations become due (whether at stated maturity, by acceleration or
otherwise) in accordance with the terms of the Credit Agreement.

2.2 Guaranty Absolute. This Guaranty is an unconditional
and absolute guaranty of payment (and not merely of collection) and shall apply
to all of the Obligations without limitation as to either amount or period of
time. The Obligations shall be conclusively presumed to have been created in
reliance upon this Guaranty. This Guaranty shall be enforceable against the
Guarantor, its successors and assigns, without the necessity of making any
demand of the Borrower or taking any action or resorting to any suit or
proceeding against the Borrower or any other party or exhausting any other
security or collateral. The Guarantor guarantees that all the Obligations will
be paid strictly in accordance with the terms of the Credit Agreement and the
Related Documents to which the Borrower is a party, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Lender with respect thereto and
notwithstanding any claim, defense or right of set-off the Borrower, the
Guarantor or any other Person may have against the Lender.

2.3 Waivers. The Guarantor waives (i) the right to have
the Lender pursue any other remedy or enforce any other rights, (ii) the right
to receive notice of acceptance of this Guaranty or notice of the incurrence,
existence or non-payment of any of the Obligations and (iii) presentment,
demand, notice of dishonor, protest or any other notice or demand to which the
Guarantor might otherwise be entitled. The Guarantor shall not be exonerated
or discharged from liability hereunder by any time or grace period given to the
Borrower or by any other indulgence or concession granted to the Borrower,
including, without limitation, any such period, indulgence or concession
whatsoever affecting or preventing a recovery of the Obligations which, but for
this provision, might operate to exonerate or discharge the Guarantor from its
obligations hereunder.

2.4 Guaranty Not Affected by Changes. This Guaranty
shall be a continuing guaranty, and the obligations and liability of the
Guarantor hereunder shall in no way be affected, impaired, released, reduced or
discharged by reason of the occurrence of any of the following, all without
further notice to or consent of the Guarantor:

(a) the amendment, modification or supplement (whether
material or otherwise) of any of the Obligations, the Credit Agreement
or any of the Related Documents;

(b) the assertion of any of the rights or remedies of the
Lender under the Credit Agreement or any of the Related Documents;

(c) the failure, omission or delay on the part of the
Lender to enforce, assert or exercise any right, power or remedy
conferred on or available to the Lender under the Credit Agreement or
any of the Related Documents;

(d) any bankruptcy, insolvency, reorganization,
arrangement, assignment for the benefit of creditors, receivership or
trusteeship affecting the Borrower;

(e) any lack of validity or enforceability of any of the
Obligations, the Credit Agreement, any of the Related Documents or any
other agreement or instrument relating thereto;

(f) any release or amendment or waiver of or consent to
or departure from any other guaranty or security for all or any of the
Obligations; or

(g) any other circumstances which might otherwise
constitute a defense available to, or a discharge of, the Borrower or
the Guarantor (other than a defense of payment or performance).

This Guaranty shall continue to be effective or be reinstated,
as the case may be, if at any time, any payment of any amounts payable by the
Borrower is rescinded or must otherwise be returned by the Lender upon the
insolvency, bankruptcy or reorganization of the Borrower or otherwise, all as
though such payment had not been made. If an event permitting the acceleration
of any of the Obligations of the Borrower shall at any time have occurred and
be continuing and such acceleration shall at such time be prevented by reason
of the pendency against the Borrower of a case or proceeding under any
bankruptcy or insolvency law, the Guarantor agrees that, for purposes of this
Guaranty and its obligations hereunder, the Obligations of the Borrower shall
be deemed to have been accelerated and the Guarantor shall forthwith pay such
Obligations, and the other obligations hereunder, without any further notice or
demand (including interest which, but for the filing of a petition in
bankruptcy with respect to the Borrower, would accrue on the Obligations).

2.5 Payments. Each payment to be made by the Guarantor
under this Guaranty or in connection herewith to any Person shall be made
without set-off or deduction of any kind whatsoever and also shall be made free
and clear of, and without deduction or withholding for or on account of, any
tax, reserve, levy or duty of, or imposed by, any governmental or taxing
authority in any jurisdiction unless the Guarantor is required to make such a
payment subject to the deduction or withholding of such tax, in which case the
amount payable by the Guarantor in respect of which such deduction or
withholding is required to be made shall be increased to the extent necessary to
ensure that, after the making of such deduction or withholding, such other
Person receives and retains (free from any liability in respect of any such
deduction or withholding) a net amount equal to the amount which it would have
received and so retained had no such deduction or withholding been made or
required to be made. The provisions of this subsection 2.5 shall survive the
payment in full of the Obligations.

2.6 Subrogation. Notwithstanding any payment or payments
made by the Guarantor hereunder, until the Obligations are paid and performed
in full, the Guarantor expressly waives any and all rights of subrogation,
reimbursement, contribution, exoneration and indemnity (contractual, statutory
or otherwise) arising from the existence or performance of this Guaranty and
the Guarantor irrevocably waives any right to enforce any remedy which the
Lender now has or may hereafter have against the Borrower, and waives any
benefit of, and any right to participate in, any security now or hereafter held
by the Lender.

SECTION 3. REPRESENTATIONS AND WARRANTIES

The Guarantor represents and warrants to the Lender that:

3.1 Status. The Guarantor (i) is duly organized, validly
existing and in good standing under the laws of the State of Delaware, (ii) has
the corporate power, authority and legal right to own or operate its properties
or to lease the properties it operates, to conduct the business in which it is
currently engaged and to execute, deliver and perform its obligations under the
Related Documents to which it is a party, (iii) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of properties or the conduct of its business
requires such qualification, (iv) directly owns all of the issued and
outstanding capital stock of the Borrower and (v) does not have any
Subsidiaries other than the Borrower.

3.2 Corporate Power; Authorization; Consent. The
Guarantor has the corporate power, authority and legal right to make, deliver
and perform this Guaranty and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Guaranty and the
other Related Documents to which it is a party. No consent of any other Person
(including, without limitation, stockholders and creditors of the Guarantor),
and no authorization of, notice to, or other act by or in respect of the
Guarantor by or with any Governmental Authority, foreign or domestic, is
required in connection with the execution, delivery, performance, validity or
enforceability of this Guaranty or any other Related Documents to which it is a
party.

3.3 Binding Effect. This Guaranty and each of the other
Related Documents to which the Guarantor is a party has been duly executed and
delivered by the Guarantor and constitute its legal, valid, and binding
obligation enforceable against it in accordance with its terms except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, or other similar laws affecting creditors, rights generally and
general principles of equity.

3.4 Non-contravention. The execution, delivery and
performance of this Guaranty and each of the other Related Documents to which
it is a party will not violate or contravene any provision of the Guarantor's
organizational documents or by-laws, any mortgage, indenture, lease, contract
or other agreement, instrument or undertaking to which Guarantor is a party or
which is binding upon it or upon any of its assets, and will not result in the
creation or imposition of any Lien on any of its assets. The execution,
delivery or performance of this Guaranty and the other Related Documents to
which it is a party will not violate or contravene any provision of any
applicable law or regulation, or of any order, judgment, writ, award or decree
of any court, arbitrator or Governmental Authority, domestic or foreign.

3.5 Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending, or
to the best of Guarantor's knowledge, threatened by or against it or any of its
properties or revenues or which questions the validity or enforceability of
this Guaranty or any of the other Related Documents to which it is a party.

3.6 Financial Condition. Except in connection with the
organization and incorporation of the Guarantor and the transactions
contemplated by the Purchase Agreements, the Guarantor has not incurred,
created or assumed, directly or indirectly, any Indebtedness or engaged in any
business

activities of any type whatsoever or entered into any agreements or arrangements
with any Person.

3.7 Taxes. All tax returns required to be filed by the
Guarantor in any jurisdiction have been filed or extensions obtained and all
taxes, as reflected in such returns, assessments, fees and other governmental
charges upon the Guarantor or upon any of their respective properties, income
or franchises have been paid prior to the time that such taxes would give rise
to a Lien thereon, other than a Permitted Lien under subsection 4.1 hereof.
There is no proposed special tax assessment against the Guarantor and, to the
knowledge of the Borrower, there is no basis for any such assessment.

3.8 ERISA. The Guarantor has not established and does
not maintain or contribute to any Plan that is covered by Title IV of the
Employee Retirement Income Security Act of 1974, as amended.

SECTION 4. COVENANTS

For so long as this Guaranty shall remain in effect or the
Guarantor shall have any obligation hereunder or under any other Related
Documents to which it is a party:

4.1 Payment of Taxes and Other Indebtedness. The
Guarantor shall pay and discharge: (i) all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits, or upon any
property belonging to it, before delinquent, (ii) all lawful claims (including
claims for labor, materials and supplies), which, if unpaid, might give rise to
a Lien upon any of its properties, and (iii) all of its other Indebtedness;
provided, however, that the Guarantor shall not be required to pay any such
tax, assessment, charge, claim or levy, if and so long as the amount,
applicability or validity thereof is at the time being contested in good faith
by appropriate proceedings.

4.2 Preservation of Existence. The Guarantor shall
preserve and maintain its existence, rights, franchises and privileges, except
where the failure to do so could not reasonably be expected to have a material
adverse effect on its business, operations, prospects, properties or condition
(financial or otherwise) or on its ability to perform its obligations under
Related Documents to which it is a party.

4.3 Compliance with Material Agreements. The Guarantor
shall comply in all material respects with all material agreements, indentures,
mortgages or documents binding on it or affecting its properties or business.

4.4 Access; Books and Records; Information. The
Guarantor shall give any representative of the Lender access during all
business hours and upon reasonable prior notice to, and permit such
representative to examine, copy or make excerpts from, any and all books,
records and documents in the possession of the Guarantor relating to the
Guarantor's affairs, as the case may be, and to inspect any of the properties
of the Guarantor. The Guarantor shall maintain complete and accurate books and
records of its transactions in accordance with good accounting practices. The
Guarantor shall provide to Lender such information concerning the business,
properties or financial condition of the Guarantor as the Lender shall
reasonably request, provided that Guarantor shall not be required to provided
audited financial statements if at the time of any such request therefor, it
does not otherwise have its financial statements audited.

4.5 Compliance with Law. The Guarantor shall comply with
all applicable constitutions, laws, rules, regulations, judgments, orders,
decisions, rulings and decrees of any Governmental Authority applicable to it
or to any of its respective properties, business operations or transactions.

4.6 Authorizations and Approvals. The Guarantor shall
promptly obtain, from time to time at its own expense, all such governmental
licenses, authorizations, consents, permits and approvals as may be required by
applicable law.

4.7 Notice of Adverse Change. The Guarantor shall
promptly, and in any event within three (3) Business Days after obtaining
knowledge thereof, notify the Lender, at the address set forth in the Credit
Agreement, of any event which could reasonably be expected to have a material
adverse effect on the business, operations, prospects, properties or condition
(financial or otherwise) of the Guarantor or on its ability to perform its
obligations hereunder or under any of the other Related Documents to which it
is a party.

4.8 Negative Pledge. The Guarantor shall not create,
incur, or permit or suffer to exist any Lien upon any of its properties or
assets, now owned or hereafter acquired except for the Lien created pursuant to
the Pledge Agreement.

4.9 Nature of Business. The Guarantor shall not (a)
engage in any business other than the business of owning the Borrower, (b)
enter into any material agreement except for the STC Purchase Agreement, this
Guaranty and the Pledge Agreement, (c) establish or acquire any Subsidiary
other than the Borrower, (d) create, incur, assume, have outstanding or
otherwise be or become, directly or indirectly liable in respect of any
Indebtedness, except with respect to this Guaranty or (e) amend or modify its
organizational documents or by-laws.

SECTION 5. MISCELLANEOUS

5.1 Parties. This Guaranty shall be binding upon the
Guarantor and its successors and assigns and inure to the benefit of the Lender
and its successors and assigns. The Guarantor may not assign any of its rights
or obligations hereunder without the written consent of the Lender.

5.2 Remedies Cumulative. All of the rights and remedies
of the Lender under this Guaranty, the Credit Agreement and the other Related
Documents are intended to be distinct, separate and cumulative and no such
right or remedy is intended to be an exclusion of or a waiver of any of the
others. All rights and remedies may be enforced concurrently, separately, in
any order and in any combination. This Guaranty is a Related Document to which
reference is made in, and which is executed pursuant to, the Credit Agreement
and shall (unless otherwise expressly indicated herein) be construed,
administered and interpreted in accordance with the terms and provisions
thereof.

5.3 Survival. All representations, warranties and
agreements made herein and in statements or certificates delivered pursuant
hereto shall continue in full force and effect until all of the obligations of
the Guarantor under this Guaranty shall be fully performed in accordance with
the terms hereof, and until the payment in full of all of the Obligations of
the Borrower under the Credit Agreement and the Related Documents to which it
is a party in accordance with the terms and provisions of such

agreements.

5.4 Severability; Amendments, Headings. If any term of
this Guaranty or any application thereof shall be invalid or unenforceable, the
remainder of this Guaranty and any other application of such term shall not be
affected thereby. Any term of this Guaranty may be amended, waived, discharged
or terminated only by an instrument in writing signed by the Lender. The
headings in this Guaranty are for purposes of reference only and shall not
limit or define the meaning hereof.

5.5 Governing Law; Waiver of Jury Trial; Submission to
Jurisdiction.

(a) THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. EACH OF THE GUARANTOR AND
THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY
JURY IN ANY LITIGATION IN CONNECTION WITH THIS GUARANTY.

(b) The Guarantor hereby consents to the non-exclusive
jurisdiction of the Supreme Court of the State of New York for New York County
and the United States District Court for the Southern District of New York with
respect to any suit, claim, action or proceeding arising out of or related to
this Guaranty or the transactions contemplated hereby and hereby waives any
objection which it may have now or hereafter to the venue of any suit, claim,
action or proceeding arising out of or related to this Guaranty or the
transactions contemplated hereby and brought in the courts specified above and
also hereby waives any claim that any such suit, claim, action or proceeding
has been brought in an inconvenient forum. The Guarantor agrees that service
of process or other legal summons for purposes of any action or proceeding
under this Guaranty or the other Related Documents may be served on Guarantor
by mailing a copy thereof by registered mail, or a form of mail substantially
equivalent thereto, addressed to it at its address set forth below its
signature hereto, such service to become effective 10 days after such mailing
and agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to xxx in
any other jurisdiction.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be duly executed and delivered as of the date first above written.

STC BROADCASTING OF VERMONT, INC.

By:_____________________________________
Name:
Title:

ADDRESS:

STC Broadcasting, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxx
Tel.: (000) 000-0000
Fax: (000) 000-0000

with a copy to:

Xxxxx & Xxxxxxx LLP
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxxx X. Xxxxxx, Xx.
Tel.: (000) 000-0000
Fax: (000) 000-0000

Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxx, Xx.
Tel.: (000) 000-0000
Fax: (000) 000-0000

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EXHIBIT 10.11 CREDIT AGREEMENT

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