Filed Pursuant to Rule 424(b)(5)
                                                Registration No. 333-12257

P R O S P E C T U S S U P P L E M E N T
(TO PROSPECTUS DATED DECEMBER 12, 1997)


                                  $250,000,000


                                      [SBG
                            SINCLAIR BROADCAST GROUP
                                      LOGO]




                    8 3/4% SENIOR SUBORDINATED NOTES DUE 2007
                                   -----------
     The 8 3/4%  Senior  Subordinated  Notes  due 2007 (the  "Notes")  are being
offered (the  "Offering") by Sinclair  Broadcast  Group,  Inc. (the "Company" or
"Sinclair").   The  Notes  will  be  guaranteed,   jointly  and  severally  (the
"Guarantees"),  on a  senior  subordinated  basis  by  substantially  all of the
Company's subsidiaries (the "Guarantors"). A subsidiary may be released from its
Guarantee  under  certain  circumstances.  See  "Description  of  the  Notes  --
Guarantees."

     Interest on the Notes will be payable  semiannually on June 15 and December
15 of each year,  commencing  June 15, 1998. The Notes will be redeemable at the
option of the Company, in whole or in part, at any time on or after December 15,
2002,  at the  redemption  prices set forth  herein,  together  with accrued and
unpaid interest, if any, to the date of redemption.  On or prior to December 15,
2000, the Company may redeem up to 25% of the original principal amount of Notes
with the  proceeds of a Public  Equity  Offering  (as defined) of the Company at
108.75% of the  aggregate  principal  amount,  together  with accrued and unpaid
interest, if any, to the date of redemption.  Upon the occurrence of a Change of
Control  (as  defined),  each  holder of the Notes may  require  the  Company to
repurchase  all or a portion of such holder's  Notes at a purchase price in cash
equal to 101% of the principal amount thereof,  together with accrued and unpaid
interest,  if any, to the date of  repurchase.  Under the terms of the Company's
Bank Credit Agreement (as defined),  a Change of Control constitutes an event of
default  thereunder  and  the  Company  currently  is  prohibited  or  otherwise
restricted from redeeming or  repurchasing  the Notes.  See  "Description of the
Notes."

     The Notes will be unsecured senior subordinated  obligations of the Company
and,  as  such,   will  be  subordinated  to  all  existing  and  future  Senior
Indebtedness  (as  defined)  of the  Company  and  will be pari  passu  with all
existing and future  unsecured senior  subordinated  obligations of the Company.
The  Guarantees  will  be  unsecured  senior  subordinated  obligations  of  the
Guarantors and will be subordinated to all existing and future  Guarantor Senior
Indebtedness (as defined). As of September 30, 1997, on a pro forma basis, after
giving effect to the Heritage  Acquisition  (as defined),  the completion of the
Tender Offer (as defined)  (assuming that 100% of the outstanding 1993 Notes (as
defined) are  purchased in the Tender  Offer) and the sale of the Notes  offered
hereby and the use of the estimated net proceeds thereof as set forth in "Use of
Proceeds," the aggregate  amount of Senior  Indebtedness  that would have ranked
senior in right of payment  to the Notes  would have been  $704.4  million,  the
aggregate amount of Guarantor Senior  Indebtedness that would have ranked senior
in right of payment to the Guarantees would have been $704.4 million  (including
$697.7 million of  outstanding  indebtedness  representing  guarantees of Senior
Indebtedness) and the aggregate amount of indebtedness that would have been pari
passu in right of payment with the Notes would have been $500.0  million.  Under
the terms of the Indenture  (as defined) with respect to the Notes,  the Company
and the Guarantors are permitted to incur  additional  Senior  Indebtedness  and
Guarantor  Senior  Indebtedness,  including  certain  indebtedness  incurred  in
connection with acquisitions.

     There is no public  market for the Notes and the Company does not intend to
apply  for  listing  of the Notes on any  national  securities  exchange  or for
quotation of the Notes through the Nasdaq Stock Market.  Following completion of
the Offering,  the Underwriters  (as defined herein)  presently intend to make a
market in the  Notes;  however,  they are under no  obligation  to do so and may
discontinue any market-making  activities at any time without notice.  See "Risk
Factors -- Absence of Public Trading" in the accompanying Prospectus.
                                 -----------

SEE "RISK  FACTORS"  BEGINNING ON PAGE 3 OF THE  ACCOMPANYING  PROSPECTUS  FOR A
DISCUSSION  OF  CERTAIN   FACTORS  THAT  SHOULD  BE  CONSIDERED  BY  PROSPECTIVE
PURCHASERS OF THE SECURITIES OFFERED HEREBY.
                                 -----------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
     ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
      PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------


                PRICE TO        UNDERWRITING DISCOUNTS      PROCEEDS TO
              THE PUBLIC(1)       AND COMMISSIONS(2)       THE COMPANY(3)
              -------------       ------------------       --------------
Per Note         99.608%                2.000%                97.608%
Total          $249,020,000           $5,000,000            $244,020,000


- --------------------------------------------------------------------------------

     (1)  Plus accrued interest, if any, from December 17, 1997.

     (2)  The Company has agreed to indemnify the  Underwriters  against certain
          liabilities,  including  liabilities under the Securities Act of 1933,
          as amended. See "Underwriting."

     (3)  Before  deducting  expenses  of the  Offering  payable by the  Company
          estimated at $600,000.

                                   -----------

     The Notes are  offered by the several  Underwriters  subject to prior sale,
when,  as and if issued to and accepted by them,  subject to approval of certain
legal matters by counsel for the Underwriters and certain other conditions.  The
Underwriters  reserve the right to withdraw,  cancel or modify such offer and to
reject  orders in whole or in part. It is expected that delivery will be made on
or about December 17, 1997,  against payment  therefor in immediately  available
funds.

                                   -----------
Salomon Smith Barney                                       Chase Securities Inc.

December 12, 1997



                                 [insert map]

THIS MAP REPRESENTS  TELEVISION AND RADIO STATIONS (I) OWNED AND OPERATED BY THE
COMPANY, (II) PROGRAMMED BY THE COMPANY PURSUANT TO LMAS, (III) PROVIDED SELLING
SERVICES BY THE COMPANY  PURSUANT TO JSAS,  (IV) THAT THE COMPANY HAS OPTIONS TO
ACQUIRE  AND (V) UNDER  AGREEMENTS  TO BE  ACQUIRED  BY THE  COMPANY,  INCLUDING
AGREEMENTS TO ACQUIRE  RIGHTS TO PROGRAM  STATIONS  PURSUANT TO LMAS, ALL AS SET
FORTH UNDER "BUSINESS" IN THE COMPANY'S CURRENT REPORT ON FORM 8-K DATED OCTOBER
8, 1997 INCORPORATED  HEREIN BY REFERENCE AND IN "PROSPECTUS  SUPPLEMENT SUMMARY
- -- SINCLAIR" AND "-- RECENT DEVELOPMENTS." THE COMPANY PLANS TO DIVEST TWO RADIO
STATIONS  IN THE  NORFOLK  MARKET AND THREE  RADIO  STATIONS  IN THE NEW ORLEANS
MARKET IN ORDER TO COMPLY WITH FCC REGULATIONS AND TO OBTAIN CERTAIN  DEPARTMENT
OF JUSTICE  APPROVALS.  IN ADDITION,  THE COMPANY HAS ENTERED INTO AGREEMENTS TO
SELL OR EXCHANGE  THREE RADIO  STATIONS IN  NASHVILLE  AND ONE RADIO  STATION IN
KANSAS CITY.


     CERTAIN PERSONS  PARTICIPATING  IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE,  MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES,  INCLUDING
PURCHASES  OF THE NOTES TO STABILIZE  THEIR  MARKET  PRICE AND  PURCHASES OF THE
NOTES TO COVER ANY SHORT POSITION IN THE NOTES  MAINTAINED BY THE  UNDERWRITERS.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."






                          PROSPECTUS SUPPLEMENT SUMMARY


     The following  summary should be read in conjunction with the more detailed
information,  financial  statements and notes thereto appearing  elsewhere in or
incorporated by reference into this Prospectus  Supplement and the  accompanying
Prospectus.  Unless  the  context  otherwise  indicates  or unless  specifically
defined  otherwise,  as used herein,  the "Company" or "Sinclair" means Sinclair
Broadcast  Group,  Inc.  and its direct and indirect  wholly-owned  subsidiaries
(collectively, the "Subsidiaries") and all references to the Tender Offer assume
that 100% of the outstanding 1993 Notes are purchased in the Tender Offer.


                                    SINCLAIR

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to Local  Marketing  Agreements  ("LMAs") to 29
television  stations,  has  pending  acquisitions  of 11  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
five additional television stations.  The Company believes it is also one of the
top ten radio groups in the United States,  when measured by the total number of
radio  stations  owned or  programmed  pursuant  to LMAs.  The  Company  owns or
programs  pursuant  to LMAs 30 radio  stations,  two of which  the  Company  has
options to  acquire,  has  pending  acquisitions  of 37 radio  stations  and has
options to acquire two additional  radio stations.  The Company has entered into
an agreement to sell or exchange four of the radio stations it currently owns or
programs  and the  prospective  buyer of three of the radio  stations  currently
programs such stations pursuant to an LMA.

     The 29  television  stations the Company owns or programs  pursuant to LMAs
are located in 21 geographically diverse markets, with 23 of the stations in the
top 51 television  designated  market areas ("DMAs") in the United  States.  The
Company's  television  station group is diverse in network  affiliation with ten
stations  affiliated  with Fox  Broadcasting  Company  ("Fox"),  12 with  United
Paramount Television Network Partnership  ("UPN"),  three with The WB Television
Network  ("WB"),  two with ABC and one with  CBS.  One  station  operates  as an
independent. The Company has recently entered into an agreement with WB pursuant
to which eight of its stations would switch affiliations to, and one independent
station would become affiliated with, WB. In addition,  the Company has notified
UPN of its non-renewal of affiliation with respect to three additional stations,
which  will  either  operate  as  independents  or enter  into  new  affiliation
agreements with UPN or another network.

     The Company's  radio station  group is also  geographically  diverse with a
variety of  programming  formats  including  country,  urban,  news/talk/sports,
progressive  rock and adult  contemporary.  Of the 30 stations owned or provided
programming  services by the Company,  12 broadcast on the AM band and 18 on the
FM band.  The Company owns between two and eight  stations in all but one of the
seven radio markets it serves.

     The Company has undergone rapid and  significant  growth over the course of
the last six years. Since 1991, the Company has increased the number of stations
it owns or provides services to from three television  stations to 29 television
stations and 30 radio  stations.  From 1991 to 1996, net broadcast  revenues and
Adjusted  EBITDA (as  defined  herein)  increased  from $39.7  million to $346.5
million, and from $15.5 million to $180.3 million,  respectively.  Pro forma for
the acquisitions completed in 1996 and the Heritage Acquisition described below,
1996 net broadcast  revenues and Adjusted  EBITDA would have been $532.4 million
and $246.3 million, respectively.

     The  Company  is a  Maryland  corporation  formed  in 1986.  The  Company's
principal  offices are  located at 2000 West 41st  Street,  Baltimore,  Maryland
21211, and its telephone number is (410) 467-5005.


                                       S-1




                               RECENT DEVELOPMENTS


AGREEMENT WITH THE WB NETWORK

     On July 4, 1997,  the Company  entered into an  agreement  with WB (the "WB
Agreement"),  pursuant  to  which  the  Company  agreed  that  certain  stations
currently affiliated with UPN would terminate their affiliations with UPN at the
end of the  current  affiliation  term in  January  1998,  and would  enter into
affiliation  agreements  with WB  effective  as of that date.  The  Company  has
advised UPN that the following stations owned or provided  programming  services
by the Company  will not renew their  affiliation  agreements  with UPN when the
current  agreements  expire on January 15, 1998  (January  1999 with  respect to
WTTV-TV/WTTK-TV):   WPTT-TV,  Pittsburgh,   Pennsylvania,   WNUV-TV,  Baltimore,
Maryland,  WSTR-TV,  Cincinnati,  Ohio, KRRT-TV,  San Antonio,  Texas,  KOCB-TV,
Oklahoma City, Oklahoma,  KSMO-TV,  Kansas City,  Missouri,  KUPN-TV, Las Vegas,
Nevada,  WCGV-TV,  Milwaukee,   Wisconsin,  WABM-TV,  Birmingham,  Alabama,  and
WTTV-TV/WTTK-TV,  Indianapolis,  Indiana.  These  stations  (other than WCGV-TV,
KSMO-TV and WABM-TV, which will either operate as independents or enter into new
affiliation  agreements  with UPN or another  network)  will enter into ten-year
affiliation  agreements  with WB  beginning  on January  16,  1998  (other  than
WTTV-TV/WTTK-TV,  with  respect to which the  affiliation  agreement  will begin
January 11, 1999 and expire on the same date as the affiliation  agreements with
the other stations). Pursuant to the WB Agreement, the WB affiliation agreements
of WVTV-TV,  Milwaukee,  Wisconsin,  WDBB-TV,  Tuscaloosa,  Alabama and WTTO-TV,
Birmingham,  Alabama  have  been  extended  to  expire  on the same  date as the
affiliation  agreements  with the other  stations.  In addition,  WFBC-TV in the
Asheville, North Carolina/Greenville/Spartanburg/Anderson, South Carolina market
will  become  affiliated  with  WB  on  November  1,  1999,  when  WB's  current
affiliation  with  another  station in that market  expires.  WTVZ-TV,  Norfolk,
Virginia and WLFL-TV,  Raleigh,  North Carolina,  will become affiliated with WB
when their affiliations with Fox expire. These Fox affiliations are scheduled to
expire on August 31, 1998. Under the terms of the WB Agreement, WB has agreed to
pay the Company $64 million aggregate amount in monthly  installments during the
eight years  commencing on January 16, 1998 in  consideration  for entering into
affiliation  agreements  with WB. In  addition,  WB will be  obligated to pay an
additional $10 million  aggregate amount in monthly  installments in each of the
following two years provided that WB is in the business of supplying programming
as a television network during each of those years.

     In August  1997,  UPN  filed an action  (the  "California  Action")  in Los
Angeles  Superior  Court  against the Company,  seeking  declaratory  relief and
specific  performance or, in the alternative,  unspecified  damages and alleging
that, with respect to certain stations covered by the WB Agreement,  neither the
Company nor its  affiliates  provided  proper  notice of their  intention not to
extend the current UPN affiliations beyond January 15, 1998. The Company filed a
cross  complaint in the California  Action seeking  declaratory  relief that the
notice was  effective to terminate  the  affiliations  on January 15, 1998.  UPN
sought a preliminary  injunction to prevent the termination of the  affiliations
on January 15, 1998.  Also in August 1997,  certain  subsidiaries of the Company
filed an action (the "Baltimore Action") in the Circuit Court for Baltimore City
seeking  declaratory  relief that their notice was  effective  to terminate  the
affiliations  on January 15, 1998.  UPN responded to the Baltimore  Action,  and
filed a counterclaim against the Company seeking the same remedies sought by UPN
in the  California  Action.  Both the Company and UPN filed  motions for summary
judgment in the Baltimore Action, and the court granted the Company's motion for
summary judgment and denied UPN's motion,  holding that the Company  effectively
terminated the affiliations as of January 15, 1998. Based on the decision in the
Baltimore Action,  the court in the California Action has stayed all proceedings
in the  California  Action.  UPN has filed a notice  of appeal in the  Baltimore
Action and is seeking  expedited  briefing of the appeal.  See "Risk  Factors --
Certain  Network  Affiliation  Agreements"  in the  accompanying  Prospectus and
"Business of Sinclair -- Legal  Proceedings" in the Company's  Current Report on
Form 8-K filed on October 8, 1997, which is incorporated herein by reference.


                                       S-2




PENDING ACQUISITIONS

     On July 16,  1997,  the Company  entered  into  agreements  (the  "Heritage
Acquisition  Agreements")  with The News  Corporation  Limited,  Heritage  Media
Group,   Inc.   and  certain   subsidiaries   of  Heritage   Media   Corporation
(collectively,  "Heritage"),  pursuant  to which the  Company  agreed to acquire
certain  television  and radio assets of such  subsidiaries.  Under the Heritage
Acquisition Agreements,  the Company will acquire the assets of, or the right to
program  pursuant to LMAs,  six  television  stations  in three  markets and the
assets of 24 radio stations in seven markets (the "Heritage  Acquisition").  The
television  stations serve the following  markets:  Charleston-Huntington,  West
Virginia;     Mobile,     Alabama/Pensacola,     Florida;     and    Burlington,
Vermont/Plattsburgh,  New York. The radio stations serve the following  markets:
St.  Louis,  Missouri;  Portland,  Oregon;  Kansas  City,  Missouri;  Milwaukee,
Wisconsin;  Norfolk, Virginia; New Orleans,  Louisiana; and Rochester, New York.
The aggregate  purchase price for the assets is $630 million  payable in cash at
closing,  less a deposit of $63 million paid at the time of signing the Heritage
Acquisition Agreements. The Heritage Acquisition Agreements also provide for the
acquisition of the assets of a television  station in Oklahoma  City,  Oklahoma;
the Company is required by the Heritage Acquisition Agreements to dispose of its
interest in that station, and the Company has entered into a letter of intent to
sell that station for $60 million in cash.  In addition,  the Company has agreed
to dispose of two of the  stations in New Orleans  that the Company is acquiring
pursuant to the Heritage  Acquisition and one of the Company's  current stations
in New Orleans in order to obtain  clearance for the New Orleans  portion of the
Heritage  Acquisition  from the  Department  of Justice  (the  "DOJ")  under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  as  amended  (the "HSR
Act").  The Company intends to finance the purchase price from some  combination
of the funds  available  under the Third Amended and Restated  Credit  Agreement
dated as of May 20,  1997 with The Chase  Manhattan  Bank,  as agent (as amended
from time to time, the "Bank Credit Agreement"), and the anticipated $60 million
in  proceeds  from the  sale of the  Company's  interest  in the  Oklahoma  City
television station. Closing of the Heritage Acquisition is conditioned on, among
other things, Federal Communications Commission ("FCC") approval (which has been
obtained  with respect to the  Charleston-Huntington,  West Virginia and Mobile,
Alabama/Pensacola,  Florida  television  stations)  and,  in the case of the New
Orleans station,  is conditioned on the disposition of certain radio stations in
New Orleans as required by the DOJ and described above. The Heritage Acquisition
is anticipated to close in the first quarter of 1998.

     On November 14, 1997,  the Company  entered into a definitive  agreement to
acquire 100% of the stock of Lakeland  Group  Television,  Inc.  (the  "Lakeland
Acquisition").  In the Lakeland Acquisition, the Company will acquire television
station KLGT in  Minneapolis,  Minnesota.  The purchase  price is $50 million in
cash and the Company is assuming $2.5 million in debt.  KLGT-TV,  Channel 23, is
the WB affiliate in Minneapolis,  the nation's 14th largest market.  The Company
intends to finance  the  purchase  price from  borrowings  under the Bank Credit
Agreement.  Closing of the Lakeland  Acquisition is conditioned  on, among other
things,  FCC approval and the expiration of the applicable  waiting period under
the HSR Act.  The Lakeland  Acquisition  is  anticipated  to close by the second
quarter of 1998.

     On  December 2, 1997,  the  Company  entered  into  agreements  to acquire,
directly or  indirectly,  all of the equity  interests of Max Media  Properties,
L.L.C. ("Max Media"). As a result of this transaction, the Company will acquire,
or acquire the right to program  pursuant to LMAs, nine television  stations and
eight  radio  stations  in eight  markets  (the "Max  Media  Acquisition").  The
television stations serve the following markets:  Dayton,  Ohio;  Syracuse,  New
York;    Paducah,     Kentucky/Cape     Girardeau,     Missouri;     Tri-Cities,
Tennessee/Virginia;  Tyler-Longview,  Texas; and Charleston, South Carolina. The
radio stations serve the following markets: Norfolk-Virginia Beach-Newport News,
Virginia and Greensboro-Winston  Salem-High Point, North Carolina. The aggregate
purchase  price is $255  million  payable in cash at closing  (less a deposit of
$12.75 million paid at the time of signing the acquisition agreement), a portion
of which  will be used to  retire  existing  debt of Max Media at  closing.  Max
Media's  television station WKEF-TV in Dayton,  Ohio has an overlapping  service
area with the  Company's  television  stations  WTTE-TV  in  Columbus,  Ohio and
WSTR-TV in Cincinnati, Ohio. In


                                       S-3




addition,    Max   Media's    television    station   WEMT-TV   in   Tri-Cities,
Tennessee/Virginia has an overlapping service area with the Company's television
station WLOS-TV in Asheville,  North Carolina and Max Media's television KBSI-TV
in Paducah,  Kentucky/Cape  Girardeau,  Missouri has an overlapping service area
with  the  Company's   television  station  KDNL-TV  in  St.  Louis,   Missouri.
Furthermore,  the Company owns a television  station (and  proposes to acquire a
radio  station  from  Heritage)  in  the  Norfolk-Virginia  Beach-Newport  News,
Virginia  market,  where  four  of  Max  Media's  radio  stations  are  located.
Consequently, the Company intends to apply for waivers from the FCC to allow the
Company to complete the Max Media  Acquisition.  There can be no assurance  that
such waivers will be granted.  As a result of the Max Media  Acquisition and the
Heritage  Acquisition,  the  Company  intends  to dispose of two of the FM radio
stations in the Norfolk-Virginia  Beach-Newport News, Virginia radio market that
it has  agreed  to  acquire  from  Heritage  and Max  Media  in  order  to be in
compliance with the FCC regulations that limit the number of radio stations that
can be owned in a market.  The Max Media  Acquisition  is subject to FCC and DOJ
approval and certain other conditions, and is anticipated to be completed in the
second  quarter of 1998.  The  transaction  is expected  to be financed  through
borrowings under the Company's Bank Credit Agreement.

     In  connection  with  the  Company's  1996  acquisition  of the  radio  and
television broadcasting assets of River City Broadcasting,  L.P. ("River City"),
the Company  acquired a  three-year  option to purchase the assets of WSYX-TV in
Columbus,  Ohio (the  "Columbus  Option").  The exercise  price for the Columbus
Option is approximately $100 million plus the amount of indebtedness  secured by
the WSYX-TV assets on the date of exercise (such indebtedness not to exceed $135
million). The exercise price is expected to be financed through borrowings under
the Company's Bank Credit Agreement.  Due to the Company's  ownership of another
television  station in the Columbus,  Ohio market, the Antitrust Division of the
DOJ is currently  reviewing  the Company's  acquisition  of the right to operate
WSYX-TV  pursuant to an LMA. The Company  expects a decision  from the DOJ on or
about January 9, 1997.

     In furtherance of its acquisition  strategy,  the Company routinely reviews
and  conducts   investigations   of  potential   television  and  radio  station
acquisitions,  dispositions  and  station  swaps.  When the  Company  believes a
favorable  opportunity  exists, the Company seeks to enter into discussions with
the  owners  of such  stations  regarding  the  possibility  of an  acquisition,
disposition  or  station  swap.  At  any  given  time,  the  Company  may  be in
discussions  with one or more such  station  owners.  The  Company is in serious
negotiations  with various parties relating to the disposition of television and
radio  properties  which  would be disposed of for  aggregate  consideration  of
approximately $200 million. There can be no assurance that any of these or other
negotiations  will lead to definitive  agreements  or if agreements  are reached
that any transactions would be consummated.

PREFERRED STOCK AND COMMON STOCK OFFERINGS

     On September 23, 1997,  the Company  completed a public  offering of $172.5
million aggregate liquidation value (including shares sold on September 30, 1997
pursuant  to  the  exercise  of  an  over-allotment  option)  of  its  Series  D
Convertible  Exchangeable Preferred Stock, par value $.01 per share (the "Series
D  Preferred  Stock")  (the  offering  of the  Series  D  Preferred  Stock,  the
"Preferred  Stock  Offering").  The Series D Preferred  Stock has a  liquidation
preference  of $50 per share  and a stated  annual  dividend  of $3.00 per share
payable  quarterly out of legally  available funds. The Series D Preferred Stock
is convertible into shares of the Company's Class A Common Stock, par value $.01
per share (the "Class A Common Stock"),  at the option of the holders thereof at
a  conversion  price of $45.625  per  share.  The  Series D  Preferred  Stock is
exchangeable  beginning  December  15,  2000,  at the option of the  Company for
Convertible Subordinated Debentures of the Company due 2012 and is redeemable at
the option of the Company beginning  September 20, 2000 at specified prices plus
accrued dividends. Except under certain limited circumstances,  shares of Series
D Preferred  Stock will not have the right to vote on matters on which shares of
Class A Common Stock have a vote,  prior to their conversion into Class A Common
Stock. For additional terms of the Series D Convertible  Exchangeable  Preferred
Stock,  see  "Description of Capital Stock -- Existing  Preferred  Stock" in the
accompanying Prospectus.


                                       S-4



     Concurrently  with the Preferred  Stock  Offering,  the Company and certain
stockholders  of the Company  (the  "Selling  Stockholders")  completed a public
offering of 4,345,000 shares and 1,750,000 shares (each including shares sold on
September  30, 1997  pursuant to the  exercise of an  over-allotment  option) of
Class A Common Stock, respectively (the "Common Stock Offering").

     The Company received net proceeds from the Preferred Stock Offering and the
Common  Stock  Offering of  approximately  $167.5  million  and $151.6  million,
respectively. Contemporaneously with the Preferred Stock Offering and the Common
Stock  Offering,  the Company and the  lenders  under the Bank Credit  Agreement
entered into an amendment to the Bank Credit Agreement,  the effect of which was
to  recharacterize  $275  million of  indebtedness  from the Tranche A term loan
under the Bank Credit  Agreement  to amounts  owing under the  revolving  credit
facility under the Bank Credit Agreement,  increasing the total commitment under
the revolving  credit facility to $675 million.  The Company used $285.7 million
of the net proceeds  from the Common  Stock  Offering  and the  Preferred  Stock
Offering to repay  outstanding  borrowings  under the revolving credit facility,
$8.9 million to repay outstanding  amounts under the Tranche A term loan and the
remaining  net proceeds of  approximately  $24.5  million for general  corporate
purposes.  Borrowings  under  the  Tranche  A term  loan  were  used to  finance
acquisitions,   and  the  weighted  average  interest  rate  of  the  borrowings
thereunder   was  6.73%  on  the  date  as  of  which  the  $275   million   was
recharacterized.  Borrowings under the revolving credit facility (other than the
recharacterized  $275 million) were used for general corporate  purposes.  As of
September 30, 1997, there were no amounts outstanding under the revolving credit
facility.  The Company may reborrow  amounts under the revolving credit facility
until December 31, 2004. In addition,  the Bank Credit Agreement  provides for a
Tranche C term loan in the amount of up to $400  million  which can be  utilized
upon approval by the agent bank and the raising of sufficient  commitments  from
banks to fund the additional  loans.  See  "Description  of Indebtedness -- Bank
Credit Agreement."

THE TENDER OFFER

     On November  17,  1997,  the Company  commenced a tender offer (the "Tender
Offer") for all of its outstanding 10% Senior  Subordinated  Notes due 2003 (the
"1993 Notes") and a solicitation  of consents  ("Consents")  from the holders of
the 1993 Notes to eliminate or modify  certain  covenants  and other  provisions
contained in the indenture  relating to the 1993 Notes.  The consummation of the
Tender  Offer is  conditioned  on,  among other  things,  the valid  tender of a
majority  of the  outstanding  1993  Notes,  the  Company  having  obtained  the
requisite  financing  for  payment of the  tendered  1993 Notes and the  Company
having  obtained  consent  from lenders  under the Bank Credit  Agreement to the
purchase of the 1993 Notes in the Tender Offer.  The Tender Offer will expire on
December  16,  1997,  unless  extended,  at which  time the  Company  expects to
purchase  all of the 1993  Notes  validly  tendered  with a  portion  of the net
proceeds of the Offering or funds available under the Bank Credit Agreement.  As
of midnight on December 9, 1997,  holders of 98.1% of the outstanding  principal
amount of the 1993 Notes had  tendered and not  withdrawn  their 1993 Notes and,
therefore,  are  entitled to receive the payment (the  "Consent  Payment") to be
made in connection with the timely giving of Consents.  Assuming that all of the
outstanding  1993 Notes are tendered  and accepted for purchase  pursuant to the
Tender Offer,  the total  consideration  and expenses payable in connection with
the Tender  Offer are  expected  to be  approximately  $108.2  million  and $0.3
million, respectively.


                                       S-5




                                  THE OFFERING


NOTES  OFFERED  .........   $250,000,000  aggregate  principal  amount of 8 3/4%
                            Senior Subordinated Notes due 2007.

MATURITY DATE............   December 15, 2007.

INTEREST PAYMENT DATES...   June 15 and  December  15, of each year,  commencing
                            June 15, 1998.

OPTIONAL  REDEMPTION  ...   The Notes  will be  redeemable  at the option of the
                            Company,  in  whole  or in  part,  at any time on or
                            after  December 15, 2002, at the  redemption  prices
                            set forth  herein,  together with accrued and unpaid
                            interest,  if any, to the date of redemption.  On or
                            prior to December 15,  2000,  the Company may redeem
                            up to 25% of the  original  principal  amount of the
                            Notes with the proceeds of a Public Equity  Offering
                            at  108.75%  of  the  aggregate   principal  amount,
                            together with accrued and unpaid  interest,  if any,
                            to the date of  redemption.  Under  the terms of the
                            Company's   Bank  Credit   Agreement,   the  Company
                            currently is prohibited or otherwise restricted from
                            redeeming the Notes.  See  "Description of the Notes
                            -- Optional Redemption."

CHANGE  OF  CONTROL......   Upon the  occurrence  of a Change of  Control,  each
                            holder of the  Notes  may  require  the  Company  to
                            repurchase  all or a portion of such holder's  Notes
                            at a  purchase  price  in cash  equal to 101% of the
                            principal amount thereof,  together with accrued and
                            unpaid interest,  if any, to the date of repurchase.
                            Under  the  terms  of  the  Company's   Bank  Credit
                            Agreement,  the Company  currently is  prohibited or
                            otherwise restricted from repurchasing the Notes. In
                            addition,  certain highly leveraged transactions and
                            certain  transactions with the Company's  management
                            and its affiliates that may adversely affect holders
                            of the Notes do not  constitute a Change of Control.
                            A  Change  of  Control  will  result  in an event of
                            default  under the Company's  Bank Credit  Agreement
                            and such an event of  default  could  result  in the
                            acceleration  of all  indebtedness  under  the  Bank
                            Credit   Agreement   (which    constitutes    Senior
                            Indebtedness and Guarantor Senior Indebtedness). See
                            "Description  of the Notes -- Certain  Covenants  --
                            Purchase of Notes Upon a Change of Control."

RANKING..................   The  Notes  will be  unsecured  senior  subordinated
                            obligations  of the Company  and,  as such,  will be
                            subordinated  to  all  existing  and  future  Senior
                            Indebtedness  of the  Company.  The Notes  will rank
                            pari passu with all senior subordinated indebtedness
                            of the Company.  As of September  30, 1997, on a pro
                            forma  basis,  after  giving  effect to the Heritage
                            Acquisition,  to the  completion of the Tender Offer
                            and to the sale of the Notes offered  hereby and the
                            use of the estimated  net proceeds  therefrom as set
                            forth in "Use of Proceeds," the aggregate  amount of
                            Senior Indebtedness that would have ranked senior in
                            right of payment to the Notes would have been $704.4
                            million  and the  aggregate  amount of  indebtedness
                            that  would have been pari passu in right of payment
                            with the Notes would have been $500.0  million.  See
                            "Description of the Notes -- Subordination."


                                       S-6




GUARANTEES...............   The Notes will be guaranteed, jointly and severally,
                            on a  senior  subordinated  basis  by  each  of  the
                            Guarantors,  which  consist of all of the  Company's
                            existing Subsidiaries other than Cresap Enterprises,
                            Inc., KDSM,  Inc., KDSM Licensee,  Inc. and Sinclair
                            Capital (the "Trust").  As of September 30, 1997, on
                            a pro  forma  basis,  after  giving  effect  to  the
                            Heritage  Acquisition,  to  the  completion  of  the
                            Tender  Offer and to the sale of the  Notes  offered
                            hereby  and the use of the  estimated  net  proceeds
                            therefrom  as set  forth in "Use of  Proceeds,"  the
                            aggregate  amount of Guarantor  Senior  Indebtedness
                            that would have ranked senior in right of payment to
                            the  Guarantees   would  have  been  $704.4  million
                            (including    $697.7    million    of    outstanding
                            indebtedness   representing   guarantees  of  Senior
                            Indebtedness).  See  "Description  of the  Notes  --
                            Guarantees."

                            Under the terms of the  Indenture,  the  Company has
                            the  right to form or  acquire  Subsidiaries  in the
                            future that will not be required to be guarantors of
                            the  Notes.  Under  the  terms of the  Indenture,  a
                            Subsidiary  is not  permitted  to  guarantee  Senior
                            Indebtedness,  including indebtedness under the Bank
                            Credit  Agreement,  or assume or become  liable with
                            respect to  indebtedness  of the Company unless such
                            Subsidiary  becomes a  Guarantor  and any  Guarantor
                            which no longer  guarantees any  indebtedness  under
                            the Bank Credit Agreement or any other  indebtedness
                            of the Company may be  released  from any  Guarantee
                            created   after   the   date  of  the   Supplemental
                            Indenture.  See "Description of the Notes -- Certain
                            Covenants -- Limitation on Restricted Payments," "--
                            Limitation  on  Unrestricted  Subsidiaries"  and "--
                            Limitation  on Issuance of Guarantees of and Pledges
                            for Indebtedness."

CERTAIN  COVENANTS ......   The  Indenture  will  contain   certain   covenants,
                            including,   but  not  limited  to,  covenants  with
                            respect to the following matters:  (i) limitation on
                            indebtedness;    (ii)   limitation   on   restricted
                            payments;  (iii)  limitation  on  transactions  with
                            affiliates;  (iv) limitation on senior  subordinated
                            indebtedness;   (v)   limitation   on  liens;   (vi)
                            limitation  on sale of assets;  (vii)  limitation on
                            issuances   of   guarantees   of  and   pledges  for
                            indebtedness;  (viii)  restriction  on  transfer  of
                            assets;   (ix)   limitation  on  subsidiary   equity
                            interests;  (x)  limitation  on dividends  and other
                            payment restrictions  affecting  subsidiaries;  (xi)
                            limitation on unrestricted  subsidiaries;  and (xii)
                            restrictions  on  mergers,  consolidations  and  the
                            transfer of all or  substantially  all of the assets
                            of the Company to another person.  See  "Description
                            of the Notes -- Certain Covenants."


                                       S-7




USE  OF  PROCEEDS  ......   The net  proceeds to the Company  from the  Offering
                            will be approximately $243.4 million.  Approximately
                            $108.5  million of the net proceeds  will be used to
                            acquire the 1993 Notes purchased in the Tender Offer
                            and pay the  expenses  thereof,  with the  remainder
                            used to fund the Company's pending  acquisitions and
                            other  acquisitions if suitable  acquisitions can be
                            identified   on  acceptable   terms,   or  to  repay
                            borrowings under the Bank Credit Agreement. See "Use
                            of Proceeds."


ABSENCE OF PUBLIC TRADING
 MARKET FOR THE NOTES ...   There is no  public  market  for the  Notes  and the
                            Company  does not intend to apply for listing of the
                            Notes on any  national  securities  exchange  or for
                            quotation  of the Notes  through  the  Nasdaq  Stock
                            Market  ("Nasdaq").  The Company has been advised by
                            Salomon  Brothers  Inc  and  Chase  Securities  Inc.
                            (together,  the "Underwriters")  that, following the
                            completion   of  the  Offering,   the   Underwriters
                            presently  intend  to make a  market  in the  Notes;
                            however,  they are under no  obligation to do so and
                            may discontinue any market-making  activities at any
                            time without notice. No assurance can be given as to
                            the liquidity of the trading market for the Notes or
                            that an active  public  market will  develop.  If an
                            active  public  market  does not  develop  or is not
                            maintained,  the market  price and  liquidity of the
                            Notes may be adversely  affected.  See "Risk Factors
                            --  Absence  of  Public   Trading   Market"  in  the
                            accompanying Prospectus.


                                       S-8




SINCLAIR BROADCAST GROUP, INC. -- SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED
                                 FINANCIAL DATA
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)


     The  summary  historical  consolidated  financial  data for the years ended
December  31,  1992,  1993,  1994,  1995 and 1996  have  been  derived  from the
Company's audited Consolidated Financial Statements (the "Consolidated Financial
Statements"). The Consolidated Financial Statements for the years ended December
31, 1994,  1995 and 1996 are  contained in the  Company's  Annual Report on Form
10-K (as amended) for the year ended  December 31, 1996,  which is  incorporated
herein by reference.  The summary historical consolidated financial data for the
nine months ended  September  30, 1996 and 1997 and as of September 30, 1996 and
1997 are unaudited,  but in the opinion of management,  such financial data have
been  prepared  on the  same  basis  as the  Consolidated  Financial  Statements
incorporated herein by reference and include all adjustments, consisting only of
normal recurring adjustments, necessary for a fair presentation of the financial
position and results of operations for that period.  Results for the nine months
ended September 30, 1996 and 1997 are not necessarily  indicative of the results
for a full year.  The summary pro forma  statement of operations  data and other
data of the Company  reflect the 1996  Acquisitions  (as defined in "Business of
Sinclair -- Broadcasting  Acquisition  Strategy" in the Company's Report on Form
8-K filed on October 8, 1997,  which is incorporated  herein by reference),  the
Heritage  Acquisition,  and the  application  of the proceeds of the issuance of
$200,000,000 in principal amount of the Company's 9% Senior  Subordinated  Notes
due 2007 (the "1997 Notes")  issued on July 2, 1997 (the "July Debt  Issuance"),
the issuance of $200,000,000 in liquidation amount of the Company's 11 5/8% High
Yield Trust Offered Preferred Securities (the "HYTOPS") issued on March 14, 1997
(the  "HYTOPS  Issuance"),  the  Preferred  Stock  Offering,  the  Common  Stock
Offering,  the  completion  of  the  Tender  Offer  and  the  Offering  and  the
application of the net proceeds as set forth in "Use of Proceeds" as though such
transactions  occurred at the beginning of the periods presented.  The pro forma
statement of operations for the 12 months ended  September 30, 1997 includes the
unaudited pro forma  consolidated  statement of operations  for the three months
ended  December 31, 1996 and the nine months ended  September 30, 1997.  The pro
forma  balance  sheet  data as of  September  30,  1997  reflects  the  Heritage
Acquisition,  the Tender Offer and the Offering as if such transactions occurred
on September 30, 1997.  The pro forma  consolidated  financial  data are derived
from the pro forma consolidated  financial statements of the Company included in
the Company's  Current  Report on Form 8-K/A filed on December 12, 1997 which is
incorporated  herein  by  reference.  The  information  below  should be read in
conjunction with  "Management's  Discussion and Analysis of Financial  Condition
and Results of  Operations of Sinclair" and  Sinclair's  Consolidated  Financial
Statements in Sinclair's  Annual Report on Form 10-K (as amended) for the period
ended  December 31, 1996 and  Sinclair's  Quarterly  Report on Form 10-Q for the
period  ended  September  30,  1997,  each of which is  incorporated  herein  by
reference.



                                                              YEARS ENDED DECEMBER 31,
                                           ---------------------------------------------------------------
                                               1992           1993         1994(A)    1995(A)    1996(A)
                                           ------------ ----------------- ---------- ---------- ----------
                                                                                 
STATEMENT OF OPERATIONS
 DATA:
 NET BROADCAST REVENUES(D) ...............  $ 61,081     $ 69,532         $118,611   $187,934    $346,459
 Barter revenues  ........................     8,805        6,892          10,743     18,200       32,029
                                            --------     ----------       --------   --------    ---------
  Total revenues  ........................    69,886       76,424         129,354    206,134      378,488
                                            --------     ----------       --------   --------    ---------
 Operating       expenses,       excluding
  depreciation and amortization,  deferred
  compensation and special bonuses paid to
  executive officers .....................    32,993       32,295          50,545     80,446      167,765
 Depreciation and amortization(e)   ......    30,943       22,486          55,587     80,410      121,081
 Amortization of deferred compensation   .        --           --              --         --          739
 Special bonuses paid to executive offic-
  ers                                             --       10,000           3,638         --           --
                                            --------     ----------       --------   --------    ---------
 Broadcast operating income   ............     5,950       11,643          19,584     45,278       88,903
                                            --------     ----------       --------   --------    ---------
 Interest and amortization of debt dis-
  count expense                               12,997       12,852          25,418     39,253       84,314
 Interest and other income ...............     1,207        2,131           2,447      4,163        3,478
 Subsidiary trust minority interest ex-
  pense(f)                                        --           --              --         --           --
                                            --------     ----------       --------   --------    ---------
 Income (loss) before (provision) benefit
  for income taxes and extraordinary
  item   .................................  $ (5,840)    $    922         $(3,387)   $10,188     $  8,067
                                            ========     ==========       ========   ========    =========
 Net income (loss) available to common
  stockholders ...........................  $ (4,651)    $ (7,945)        $(2,740)   $    76     $  1,131
                                            ========     ==========       ========   ========    =========
 Earnings (loss) per common share:
  Net income (loss) before extraordi-
   nary item                                $  (0.16)    $     --         $ (0.09)   $  0.15     $   0.03
                                            ========     ==========       ========   ========    =========
  Extraordinary item .....................  $     --     $  (0.27)        $    --    $ (0.15)    $     --
                                            ========     ==========       ========   ========    =========
  Net income (loss) available to com-
   mon stockholders                         $  (0.16)    $       (0.27)   $ (0.09)   $    --     $   0.03
                                            ========     ==========       ========   ========    =========
  Weighted average shares outstanding
   (in thousands) ........................    29,000       29,000          29,000     32,205       37,381
                                            ========     ==========       ========   ========    =========




                                                                                     PRO FORMA
                                             PRO FORMA       NINE MONTHS ENDED       12 MONTHS
                                             YEAR ENDED        SEPTEMBER 30,           ENDED
                                            DECEMBER 31,  ------------------------  SEPTEMBER 30,
                                              1996(B)        1996(A)    1997(A)       1997(C)
                                           -------------- ---------- ------------- --------------
                                            (UNAUDITED)         (UNAUDITED)         (UNAUDITED)
                                                                       
STATEMENT OF OPERATIONS
 DATA:
 NET BROADCAST REVENUES(D) ...............   $ 532,357    $219,352    $ 333,028      $ 553,913
 Barter revenues  ........................      40,179     17,837        31,289         50,297
                                             ---------    --------    ---------      ---------
  Total revenues  ........................     572,536    237,189       364,317        604,210
                                             ---------    --------    ---------      ---------
 Operating       expenses,       excluding
  depreciation and amortization,  deferred
  compensation and special bonuses paid to
  executive officers .....................     274,073    106,068       173,692        288,146
 Depreciation and amortization(e)   ......     177,286     81,892       111,572        174,609
 Amortization of deferred compensation   .         933        623           350            466
 Special bonuses paid to executive offic-
  ers                                               --         --            --             --
                                             ---------    --------    ---------      ---------
 Broadcast operating income   ............     120,244     48,606        78,703        140,989
                                             ---------    --------    ---------      ---------
 Interest and amortization of debt dis-
  count expense                                138,787     56,647        77,342        126,694
 Interest and other income ...............       7,753      3,824         1,400         10,128
 Subsidiary trust minority interest ex-
  pense(f)                                      23,250         --        12,852         23,250
                                             ---------    --------    ---------      ---------
 Income (loss) before (provision) benefit
  for income taxes and extraordinary
  item   .................................   $ (34,040)   $(4,217)    $ (10,091)     $   1,173
                                             =========    ========    =========      =========
 Net income (loss) available to common
  stockholders ...........................   $ (42,565)   $(1,817)    $  (6,096)     $ (17,497)
                                             =========    ========    =========      =========
 Earnings (loss) per common share:
  Net income (loss) before extraordi-
   nary item                                 $   (0.60)   $ (0.05)    $   (0.15)     $   (0.02)
                                             =========    ========    =========      =========
  Extraordinary item .....................   $   (0.15)   $    --     $      --      $   (0.14)
                                             =========    ========    =========      =========
  Net income (loss) available to com-
   mon stockholders                          $   (0.98)   $ (0.05)    $   (0.16)     $   (0.40)
                                             =========    ========    =========      =========
  Weighted average shares outstanding
   (in thousands) ........................      43,405     36,840        38,929         43,295
                                             =========    ========    =========      =========



                                       S-9






                                                                    YEARS ENDED DECEMBER 31,
                                              ---------------------------------------------------------------------
                                                  1992         1993        1994(A)       1995(A)        1996(A)
                                              ------------ ------------ ------------- ------------- ---------------
                                                                                     
OTHER DATA:
 Broadcast cash flow(g) ..................... $  28,019     $ 37,498    $   67,519    $  111,124    $    189,216
 Broadcast cash flow margin(h)   ............      45.9%        53.9%         56.9%         59.1%           54.6%
 Adjusted EBITDA(i)  ........................ $  26,466     $ 35,406    $   64,547    $  105,750    $    180,272
 Adjusted EBITDA margin(h) ..................      43.3%        50.9%         54.4%         56.3%           52.0%
 After tax cash flow(j) ..................... $   9,398     $ 17,950    $   24,948    $   51,288    $     77,484
 After tax cash flow margin(h)   ............      15.4%        25.8%         21.0%         27.3%           22.4%
 Program contract payments    ............... $  10,427     $  8,723    $   14,262    $   19,938    $     30,451
 Capital expenditures   .....................       426          528         2,352         1,702          12,609
 Corporate overhead expense   ...............     1,553        2,092         2,972         5,374           8,944
 Adjusted EBITDA to interest expense.........       2.0 x        2.8 x         2.5 x         2.7 x           2.1 x
 Adjusted EBITDA to interest expense
  plus HYTOPS minority interest ex-
  pense and preferred dividends..............       2.0 x        2.8 x         2.5 x         2.7 x           2.1 x
 Adjusted EBITDA less capital expendi-
  tures to interest expense plus HYTOPS
  minority interest expense and preferred
  dividends .................................       2.0 x        2.7 x         2.4 x         2.7 x           2.0 x
 Net debt to Adjusted EBITDA(k)  ............       4.1 x        5.8 x         5.3 x         2.9 x           7.1 x
 Net debt plus HYTOPS and Series
  D Preferred Stock to Adjusted
  EBITDA(k)(l) ..............................       4.1 x        5.8 x         5.3 x         2.9 x           7.1 x
 Cash flows from operating activities(m).....     5,235       11,230        20,781        55,909          68,970
 Cash flows from investing activities(m).....    (1,051)       1,521      (249,781)     (119,243)     (1,011,897)
 Cash flows from financing activities(m).....    (3,741)       3,462       213,410       173,338         832,818




                                                                                           PRO FORMA
                                                PRO FORMA         NINE MONTHS ENDED        12 MONTHS
                                                YEAR ENDED          SEPTEMBER 30,            ENDED
                                              DECEMBER 31,   ---------------------------  SEPTEMBER 30,
                                                 1996(B)        1996(A)       1997(A)       1997(C)
                                              -------------- ------------- ------------- --------------
                                               (UNAUDITED)           (UNAUDITED)          (UNAUDITED)
                                                                             
OTHER DATA:
 Broadcast cash flow(g) .....................   $ 257,528    $  117,855    $  162,937      $ 277,410
 Broadcast cash flow margin(h)   ............        48.4%         53.7%         48.9%          50.1%
 Adjusted EBITDA(i)  ........................   $ 246,278    $  111,820    $  152,491      $ 264,043
 Adjusted EBITDA margin(h) ..................        46.3%         51.0%         45.8%          47.7%
 After tax cash flow(j) .....................   $  82,727    $   41,095    $   54,006      $ 104,003
 After tax cash flow margin(h)   ............        15.5%         18.7%         16.2%          18.8%
 Program contract payments    ...............   $  52,185    $   19,301    $   38,134      $  52,021
 Capital expenditures   .....................      18,512         3,949        13,240         25,319
 Corporate overhead expense   ...............      11,250         6,035        10,446         13,367
 Adjusted EBITDA to interest expense.........         1.8 x         2.0 x         2.0 x          2.1 x
 Adjusted EBITDA to interest expense
  plus HYTOPS minority interest ex-
  pense and preferred dividends..............         1.4 x         2.0 x         1.7 x          1.6 x
 Adjusted EBITDA less capital expendi-
  tures to interest expense plus HYTOPS
  minority interest expense and preferred
  dividends .................................         1.3 x         1.9 x         1.5 x          1.5 x
 Net debt to Adjusted EBITDA(k)  ............          --            --            --           5.5 x
 Net debt plus HYTOPS and Series
  D Preferred Stock to Adjusted
  EBITDA(k)(l) ..............................          --            --            --           6.9 x
 Cash flows from operating activities(m).....          --        34,419        65,369             --
 Cash flows from investing activities(m).....          --      (995,688)     (194,022)            --
 Cash flows from financing activities(m).....          --       850,484       136,648             --





                                                             AS OF DECEMBER 31,                       AS OF SEPTEMBER 30, 1997
                                        ------------------------------------------------------------ --------------------------
                                           1992        1993       1994(A)     1995(A)     1996(A)     ACTUAL(A)    PRO FORMA(N)
                                        ---------- ------------ ------------ ---------- ------------ ------------ -------------
                                                                                                            (UNAUDITED)
                                                                                             
BALANCE SHEET:
 Cash and cash equivalents ............ $ 1,823     $  18,036    $   2,446    $112,450   $    2,341   $   10,336    $   10,336
 Total assets  ........................ 140,366       242,917      399,328     605,272    1,707,297    1,880,776     2,398,044
 Total debt(o) ........................ 110,659       224,646      346,270     418,171    1,288,147      939,179     1,460,279
 HYTOPS(l)  ...........................      --            --           --          --           --      200,000       200,000
 Total stockholders' equity (deficit).   (3,127)      (11,024)     (13,723)     96,374      237,253      551,549       545,479



      NOTES TO SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

(a)  The Company made acquisitions in 1994, 1995, 1996 and the first nine months
     of  1997 as  described  in the  footnotes  to the  historical  consolidated
     financial  statements  incorporated  herein by reference.  The statement of
     operations data and other data presented for periods preceding the dates of
     acquisitions  do not include amounts for these  acquisitions  and therefore
     are not comparable to subsequent periods.  Additionally, the years in which
     the specific  acquisitions  occurred may not be  comparable  to  subsequent
     periods depending on when during the year the acquisition occurred.

(b)  The pro forma  information  in this table  reflects the pro forma effect of
     the HYTOPS Issuance,  the July Debt Issuance,  the 1996  Acquisitions,  the
     Preferred  Stock  Offering,   the  Common  Stock  Offering,   the  Heritage
     Acquisition,  the  completion  of the Tender Offer and the Offering and the
     application  of the net proceeds  thereof as set forth in "Use of Proceeds"
     as if such  transactions  occurred  on  January  1,  1996.  See "Pro  Forma
     Consolidated  Financial  Information of Sinclair" included in the Company's
     Report on Form 8-K/A  filed on December  12,  1997,  which is  incorporated
     herein by  reference.  The Heritage  Acquisition  is subject to a number of
     conditions customary for acquisitions of broadcasting  properties.  See "--
     Recent Developments."

(c)  For  purposes  of the pro  forma  adjusted  financial  information  (i) the
     unaudited consolidated statement of operations of the Company for the three
     months  ended  December  31,  1996 has  been  combined  with the  unaudited
     consolidated  statement  of  operations  of the Company for the nine months
     ended  September  30,  1997,  the  unaudited   consolidated   statement  of
     operations of Heritage for the three months ended December 31, 1996 and the
     unaudited  consolidated  statement of  operations  of Heritage for the nine
     months  ended  September  30,  1997 and (ii)  effect  has been given to the
     HYTOPS  Issuance,  the  July  Debt  Issuance,  the 1996  Acquisitions,  the
     Heritage  Acquisition,  the Common  Stock  Offering,  the  Preferred  Stock
     Offering,  the  completion  of the Tender  Offer and the  Offering  and the
     application  of the net proceeds  thereof as set forth in "Use of Proceeds"
     as if such  transactions  occurred on October 1, 1996.  For a more complete
     description of the pro forma impact on the Company's  results of operations
     see "Unaudited Pro Forma Consolidated Statement of Operations" for the year
     ended  December 31, 1996 and for the nine months ended  September  30, 1997
     included in the  Company's  Report on Form 8-K/A filed  December  12, 1997,
     which is incorporated herein by reference.

(d)  Net  broadcast  revenues  are defined as  broadcast  revenues net of agency
     commissions.

(e)  Depreciation  and  amortization  includes  amortization of program contract
     costs and net realizable value  adjustments,  depreciation and amortization
     of  property  and  equipment,   and  amortization  of  acquired  intangible
     broadcasting  assets and other assets  including  amortization  of deferred
     financing costs and costs related to excess syndicated programming.


                                      S-10




(f)  Subsidiary trust minority interest expense  represents the distributions on
     the HYTOPS.

(g)  "Broadcast  cash  flow" is  defined  as  broadcast  operating  income  plus
     corporate  overhead  expense,  special bonuses paid to executive  officers,
     depreciation and amortization (including film amortization and amortization
     of deferred  compensation  and excess  syndicated  programming),  less cash
     payments for program contract rights.  Cash program payments represent cash
     payments  made  for  current  program   payables  and  do  not  necessarily
     correspond to program usage. Special bonuses paid to executive officers are
     considered non-recurring expenses. The Company has presented broadcast cash
     flow data,  which the Company  believes are comparable to the data provided
     by other companies in the industry,  because such data are commonly used as
     a measure of performance for broadcast companies.  However,  broadcast cash
     flow does not purport to represent cash provided by operating activities as
     reflected in the Company's consolidated  statements of cash flows, is not a
     measure  of  financial  performance  under  generally  accepted  accounting
     principles and should not be considered in isolation or as a substitute for
     measures of  performance  prepared in accordance  with  generally  accepted
     accounting principles.

(h)  "Broadcast  cash flow margin" is defined as broadcast  cash flow divided by
     net broadcast  revenues.  "Adjusted  EBITDA  margin" is defined as Adjusted
     EBITDA divided by net broadcast  revenues.  "After tax cash flow margin" is
     defined as after tax cash flow divided by net broadcast revenues.

(i)  "Adjusted EBITDA" is defined as broadcast cash flow less corporate overhead
     expense  and is a  commonly  used  measure  of  performance  for  broadcast
     companies.  Adjusted  EBITDA does not purport to represent cash provided by
     operating activities as reflected in the Company's consolidated  statements
     of cash flows,  is not a measure of financial  performance  under generally
     accepted accounting principles and should not be considered in isolation or
     as a substitute  for measures of  performance  prepared in accordance  with
     generally accepted accounting principles.

(j)  "After tax cash flow" is defined as net income (loss) before  extraordinary
     items, less preferred stock dividends plus depreciation and amortization of
     intangibles   (excluding  film  amortization),   amortization  of  deferred
     compensation,   amortization  of  excess  syndicated  programming,  special
     bonuses paid to executive  officers,  and the  deferred tax  provision  (or
     minus the deferred tax benefit).  After tax cash flow is presented here not
     as a measure of operating  results and does not purport to  represent  cash
     provided  by  operating  activities.  After  tax cash  flow  should  not be
     considered  in  isolation or as a  substitute  for measures of  performance
     prepared in accordance with generally accepted accounting principles.

(k)  Net debt is defined as total debt less cash and cash equivalents.

(l)  HYTOPS represents  Company  Obligated  Mandatorily  Redeemable  Security of
     Subsidiary  Trust  Holding  Solely  KDSM  Senior  Debentures   representing
     $200,000 aggregate liquidation value.

(m)  These  items  are  financial  statement   disclosures  in  accordance  with
     generally  accepted  accounting  principles  and are also  presented in the
     Company's  Consolidated  Financial  Statements  contained in the  Company's
     Annual Reports on Form 10-K for the respective years.

(n)  The pro forma  balance  sheet  information  gives  effect  to the  Heritage
     Acquisition,  the  completion  of the Tender Offer and the Offering and the
     application  of the net proceeds  thereof as set forth in "Use of Proceeds"
     as if such transactions occurred on September 30, 1997.

(o)  "Total debt" is defined as long-term debt, net of unamortized discount, and
     capital lease obligations, including current portion thereof. In 1992 total
     debt  included  warrants  outstanding  which were  redeemable  outside  the
     control of the  Company.  The  warrants  were  purchased by the Company for
     $10,400 in 1993.  Total debt as of December 31, 1993  included  $100,000 in
     principal  amount of the 1993  Notes,  the  proceeds  of which were held in
     escrow  to  provide  a source  of  financing  for  acquisitions  that  were
     subsequently consummated in 1994 utilizing borrowings under the Bank Credit
     Agreement.  $100,000 of the 1993 Notes was redeemed  from the escrow in the
     first  quarter  of 1994.  Total  debt does not  include  the  HYTOPS or the
     Company's preferred stock.


                                      S-11




          HISTORICAL AND PRO FORMA RATIOS OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)

     The Company's  consolidated ratios of earnings to fixed charges for each of
the periods indicated are set forth below:





                                                                                      NINE MONTHS    PRO FORMA
                                                                                         ENDED       12 MONTHS
                                                     YEARS ENDED DECEMBER 31,        SEPTEMBER 30,     ENDED
                                               ------------------------------------- -------------  SEPTEMBER 30,
                                                1992   1993    1994   1995    1996    1996   1997       1997
                                               ------ ------- ------ ------- ------- ------ ------ --------------
                                                                                      (UNAUDITED)   (UNAUDITED)
                                                                           
HISTORICAL
 Ratio of earnings to fixed charges(a)  ......   --    1.1 x    --    1.3 x  1.1 x     --     --
PRO FORMA
 Ratio of earnings to fixed charges(b)  ......                                 --             --        1.0x
                                                                             ------           --


- ----------
(a)  Earnings  were  inadequate  to cover  fixed  charges  for the  years  ended
     December  31, 1992 and 1994,  and for the nine months ended  September  30,
     1996 and 1997. Additional earnings of $5,840,  $3,387,  $4,217, and $10,091
     would have been required to cover fixed charges in the years ended December
     31, 1992 and 1994,  and the nine months ended  September 30, 1996 and 1997,
     respectively.

(b)  Earnings  were  inadequate  to cover  fixed  charges for the pro forma year
     ended  December 31, 1996 and the pro forma nine months ended  September 30,
     1997 after giving effect to the 1996 Acquisitions, the HYTOPS Issuance, the
     July Debt Issuance, the Heritage Acquisition, the Preferred Stock Offering,
     the Common  Stock  Offering,  the  completion  of the Tender  Offer and the
     Offering and the  application  of the net proceeds  thereof as set forth in
     "Use of  Proceeds" as if each  transaction  had occurred on January 1, 1996
     and 1997,  respectively;  additional  earnings of $34,040 and $8,928  would
     have been  required  to cover  fixed  charges  for the pro forma year ended
     December 31, 1996 and the pro forma nine months ended  September  30, 1997,
     respectively.


                                      S-12




                                 USE OF PROCEEDS


     The proceeds to the Company from the sale of the Notes offered  hereby (net
of  underwriting  discounts and  commissions  and the estimated  expenses of the
Offering) will be approximately  $243.4 million. Net proceeds of the Offering of
approximately  $108.5 million will be used to pay the  consideration  payable by
the Company for acquisition of the 1993 Notes in the Tender Offer and to pay the
expenses of the Tender  Offer.  The  remaining net proceeds will be used to fund
the  Company's   pending   acquisitions  and  other   acquisitions  if  suitable
acquisitions can be identified on acceptable terms, or to repay borrowings under
the Bank Credit Agreement.



                                      S-13




                                 CAPITALIZATION


     The following  table sets forth,  as of September 30, 1997,  (a) the actual
capitalization of the Company,  (b) the pro forma  capitalization of the Company
as adjusted to reflect  the  Heritage  Acquisition  as if such  transaction  had
occurred  on  September  30,  1997 and (c) the pro forma  capitalization  of the
Company as adjusted to reflect the Heritage  Acquisition,  the completion of the
Tender Offer and the Offering and the  application of the estimated net proceeds
thereof as set forth in "Use of Proceeds" as if such  transactions  had occurred
on  September  30,  1997.  The  information  set forth  below  should be read in
conjunction with the historical Consolidated Financial Statements of the Company
and the pro  forma  consolidated  financial  data of the  Company  included  the
Company's  Annual Report on Form 10-K (as amended) for the period ended December
31, 1996 and the  Company's  Current  Report on Form 8-K/A filed on December 12,
1997, respectively, which are incorporated herein by reference.




                                                                               SEPTEMBER 30, 1997
                                                                 -----------------------------------------------
                                                                             (DOLLARS IN THOUSANDS)
                                                                                                     PRO FORMA
                                                                                                      FOR THE
                                                                                                     HERITAGE
                                                                                    PRO FORMA       ACQUISITION,
                                                                                     FOR THE        THE OFFERING
                                                                                     HERITAGE         AND THE
                                                                     ACTUAL        ACQUISITION      TENDER OFFER
                                                                 --------------   --------------   -------------
                                                                                          
Cash and cash equivalents ....................................    $   10,336       $   10,336       $   10,336
                                                                  ==========       ==========       ==========
Current portion of long-term debt  ...........................    $   37,825       $   37,825       $   37,825
                                                                  ==========       ==========       ==========
Long-term debt:
 Commercial bank financing   .................................    $  280,719       $  787,719       $  652,799
 Notes and capital leases payable to affiliates   ............        20,635           20,635           20,635
 Senior subordinated notes   .................................       600,000          600,000          749,020
                                                                  ----------       ----------       ----------
   Total long-term debt   ....................................       901,354        1,408,354        1,422,454
                                                                  ----------       ----------       ----------
Company Obligated Mandatorily Redeemable Security of Subsid-
 iary Trust Holding Solely KDSM Senior Debentures                    200,000          200,000          200,000
                                                                  ----------       ----------       ----------
Stockholders' equity:
 Series B Preferred Stock, par value $.01 per share; 1,085,983
   shares issued and outstanding   ...........................            11               11               11
 Series D Preferred Stock, par value $.01 per share; 3,450,000
   shares issued and outstanding   ...........................            35               35               35
 Class A Common Stock, par value $.01 per share; 13,351,183
   shares issued and outstanding   ...........................           134              134              134
 Class B Common Stock, par value $.01 per share; 25,760,581
   shares issued and outstanding   ...........................           258              258              258
 Additional paid-in capital  .................................       553,801          553,801          553,801
 Accumulated deficit   .......................................       (25,028)         (25,028)         (31,098)
 Additional paid-in capital - equity put options  ............        23,117           23,117           23,117
 Additional paid-in capital - deferred compensation  .........          (779)            (779)            (779)
                                                                  ----------       ----------       ----------
   Total stockholders' equity   ..............................       551,549          551,549          545,479
                                                                  ----------       ----------       ----------
    Total capitalization  ....................................    $1,652,903       $2,159,903       $2,167,933
                                                                  ==========       ==========       ==========
Net debt to Adjusted EBITDA(a)  ..............................      4.2x(b)          5.4x(c)          5.5x(c)
Net debt plus Company Obligated Mandatorily Redeemable
 Security of Subsidiary Trust Holding Solely KDSM Senior
 Debentures and Series D Preferred Stock to Adjusted
 EBITDA(a) ...................................................      5.9x(b)          6.8x(c)          6.9x(c)



- ----------
(a)  Net debt is defined as total debt less cash and cash equivalents.

(b)  Adjusted  EBITDA  is  based  on  actual  results  for the 12  months  ended
     September 30, 1997.

(c)  Adjusted  EBITDA is based on pro  forma  results  for the 12  months  ended
     September  30, 1997.  See "Summary  Historical  and Pro Forma  Consolidated
     Financial Data" and notes thereto.


                                      S-14




                            DESCRIPTION OF THE NOTES

     The following description of the particular terms of the Notes supplements,
and to the extent  inconsistent  therewith,  replaces,  the  description  of the
general terms and provisions set forth in the Prospectus,  to which  description
reference  is  hereby  made.  See   "Description  of  Debt  Securities"  in  the
accompanying Prospectus.  The Notes will constitute Subordinated Debt Securities
as described in the Prospectus.

     The Notes  offered  hereby  will be issued  under an  Indenture  (the "Base
Indenture")  to be entered into among the Company and First Union National Bank,
as trustee (the "Trustee"),  as supplemented by the First Supplemental Indenture
thereto to be entered into among the  Company,  the  Guarantors  and the Trustee
(the  "Supplemental  Indenture"  and,  together  with  the Base  Indenture,  the
"Indenture").  The following summary of the material provisions of the Indenture
does not  purport to be  complete,  and where  reference  is made to  particular
provisions of the  Indenture,  such  provisions,  including the  definitions  of
certain  terms,  are  qualified  in their  entirety by  reference  to all of the
provisions  of the  Indenture  and those terms made a part of the  Indenture  by
reference to the Trust  Indenture Act. For  definitions  of certain  capitalized
terms  used  in  the  following  summary,  see  "Certain  Definitions."  Section
references  herein are to the  Indenture.  A form of the Base Indenture has been
filed as an  exhibit to the  registration  statement  of which  this  Prospectus
Supplement  is a part  and  the  Base  Indenture  and the  form of  Supplemental
Indenture  will be filed as an exhibit  to a report  incorporated  by  reference
herein prior to the issuance of the Notes.


GENERAL

     The Notes will mature on December 15, 2007, will be limited to $250,000,000
aggregate   principal  amount,   and  will  be  unsecured  senior   subordinated
obligations  of the  Company.  Each Note will bear  interest at 8 3/4% per annum
from its date of issuance or from the most recent interest payment date to which
interest  has been paid,  payable  semiannually  on June 15 and December 15 each
year,  commencing  June 15,  1998,  to the Person in whose name the Note (or any
predecessor  Note)  is  registered  at the  close of  business  on the June 1 or
December 1 next preceding such interest payment date.

     Payment  of  the  Notes  is  guaranteed  by  the  Guarantors,  jointly  and
severally,  on a senior  subordinated basis. The Guarantors are comprised of all
of the  Subsidiaries of the Company other than Cresap  Enterprises,  Inc., KDSM,
Inc.,   KDSM  Licensee,   Inc.  and  the  Trust.   The  Guarantors   represented
approximately  97.9% of total tangible assets as of September 30, 1997 and 98.3%
of pro forma  broadcast cash flow (giving effect to the 1996  Acquisitions,  the
HYTOPS Issuance, the July Debt Issuance, the Heritage Acquisition, the Preferred
Stock Offering,  the Common Stock  Offering,  the completion of the Tender Offer
and the Offering and the application of the net proceeds thereof as set forth in
"Use of Proceeds")  and 85.3% of income  before  provision or benefit for income
taxes for the year  ended  December  31,  1996 of the  Company in each case on a
consolidated basis. See "Guarantees."

     Principal of,  premium,  if any, and interest on the Notes will be payable,
and the Notes will be exchangeable and transferable,  at the office or agency of
the Company  maintained for such purposes (which initially will be the Trustee);
provided,  however,  that  payment of interest  may be made at the option of the
Company by check mailed to the Person entitled  thereto as shown on the security
register.  The  Notes  will be  issued  only in fully  registered  form  without
coupons, in denominations of $1,000 and any integral multiple thereof.  (Section
302) See "-- Book-Entry Securities;  The Depository Trust Company;  Delivery and
Form." No service charge will be made for any registration of transfer, exchange
or redemption  of Notes,  except in certain  circumstances  for any tax or other
governmental charge that may be imposed in connection therewith. (Section 306)


                                      S-15




OPTIONAL REDEMPTION

     The notes will be subject to  redemption  at any time on or after  December
15, 2002, at the option of the Company, in whole or in part, on not less than 30
nor more than 60 days' prior notice by first-class  mail in amounts of $1,000 or
an integral  multiple thereof at the following  redemption  prices (expressed as
percentages of the principal  amount),  if redeemed  during the 12-month  period
beginning December 15 of the years indicated below:


                                              REDEMPTION
                              YEAR              PRICE
                              ----           -----------
                              2002             104.375%
                              2003             102.917
                              2004             101.458


and  thereafter  at 100% of the  principal  amount,  in each case  together with
accrued and unpaid  interest,  if any, to the  redemption  date  (subject to the
right of holders of record on relevant  record dates to receive  interest due on
an interest payment date).

     In addition,  at any time on or prior to December 15, 2000, the Company may
redeem up to 25% of the original principal amount of Notes with the net proceeds
of a Public Equity Offering of the Company at 108.75% of the aggregate principal
amount,  together with accrued and unpaid  interest,  if any, to the  redemption
date  (subject  to the right of holders of record on  relevant  record  dates to
receive interest due on an interest payment date).

     If less than all of the Notes are to be redeemed,  the Trustee shall select
the Notes or portions  thereof to be redeemed  pro rata,  by lot or by any other
method the Trustee  shall deem fair and  reasonable.  (Sections  1101,  1105 and
1107)


SINKING FUND

     There will be no sinking fund.


SUBORDINATION

     The payment of the  principal  of,  premium,  if any,  and interest on, the
Notes will be subordinated  in right of payment,  as set forth in the Indenture,
to the  prior  payment  in  full  of all  Senior  Indebtedness  in  cash or cash
equivalents  or in any  other  form  as  acceptable  to the  holders  of  Senior
Indebtedness.  The Notes will be senior subordinated indebtedness of the Company
ranking  pari  passu with all other  existing  and  future  senior  subordinated
indebtedness  of the Company and senior to all existing and future  Subordinated
Indebtedness of the Company. (Section 1201)

     During the  continuance  of any  default in the  payment of any  Designated
Senior  Indebtedness no payment (other than payments previously made pursuant to
the  provisions  described  under  "--  Defeasance  or  Covenant  Defeasance  of
Indenture")  or  distribution  of any  assets  of the  Company  of any  kind  or
character   (excluding   certain  permitted  equity  interests  or  subordinated
securities)  shall be made on account of the principal of,  premium,  if any, or
interest on, the Notes or on account of the purchase, redemption,  defeasance or
other  acquisition  of, the Notes  unless and until such default has been cured,
waived or has ceased to exist or such Designated Senior  Indebtedness shall have
been discharged or paid in full in cash or cash equivalents or in any other form
as  acceptable  to the  holders of Senior  Indebtedness  after which the Company
shall  resume  making  any and all  required  payments  in respect of the Notes,
including any missed payments.

     During the  continuance  of any  non-payment  default  with  respect to any
Designated  Senior  Indebtedness  pursuant to which the maturity  thereof may be
accelerated (a "Non-payment  Default") and after the receipt by the Trustee from
a  representative  of the  holder of any  Designated  Senior  Indebtedness  of a
written  notice of such  Non-payment  Default,  no payment  (other than payments
previously  made pursuant to the  provisions  described  under "-- Defeasance or
Covenant  Defeasance of Indenture") or distribution of any assets of the Company
of any kind or character (excluding certain permitted equity


                                      S-16




or  subordinated  securities)  may be  made by the  Company  on  account  of the
principal  of,  premium,  if any, or interest on, the Notes or on account of the
purchase,  redemption,  defeasance  or other  acquisition  of, the Notes for the
period specified below (the "Payment Blockage Period").

     The Payment  Blockage  Period shall  commence upon the receipt of notice of
the Non-payment  Default by the Trustee and the Company from a representative of
the holder of any Designated  Senior  Indebtedness and shall end on the earliest
of (i) the first date on which more than 179 days shall have  elapsed  since the
receipt of such written notice (provided such Designated Senior  Indebtedness as
to which notice was given shall not theretofore have been accelerated), (ii) the
date on which such Non-payment Default (and all Non-payment Defaults as to which
notice is given after such  Payment  Blockage  Period is  initiated)  are cured,
waived or ceased to exist or on which such  Designated  Senior  Indebtedness  is
discharged or paid in full in cash or cash  equivalents  or in any other form as
acceptable to the holders of Designated Senior Indebtedness or (iii) the date on
which such Payment  Blockage  Period (and all  Non-payment  Defaults as to which
notice is given after such Payment Blockage Period is initiated) shall have been
terminated   by  written   notice  to  the  Company  or  the  Trustee  from  the
representatives  of holders of Designated  Senior  Indebtedness  initiating such
Payment  Blockage  Period,  after which,  in the case of clauses  (i),  (ii) and
(iii), the Company shall promptly resume making any and all required payments in
respect of the Notes,  including any missed payments. In no event will a Payment
Blockage  Period  extend  beyond  179 days from the date of the  receipt  by the
Company or the Trustee of the notice  initiating  such Payment  Blockage  Period
(such 179-day period referred to as the "Initial Period"). Any number of notices
of Non-payment  Defaults may be given during the Initial  Period;  provided that
during any 365-day  consecutive  period only one Payment  Blockage Period during
which  payment of  principal  of, or interest  on, the Notes may not be made may
commence  and the  duration  of the Payment  Blockage  Period may not exceed 179
days.  No  Non-payment  Default with respect to Designated  Senior  Indebtedness
which existed or was continuing on the date of the  commencement  of any Payment
Blockage  Period  will be, or can be, made the basis for the  commencement  of a
second  Payment  Blockage  Period,  whether  or  not  within  a  period  of  365
consecutive  days,  unless such default has been cured or waived for a period of
not less than 90 consecutive days. (Section 1203)

     If the  Company  fails to make any  payment on the Notes when due or within
any applicable  grace period,  whether or not on account of the payment blockage
provisions  referred to above, such failure would constitute an Event of Default
under the Indenture and would enable the holders of the Notes to accelerate  the
maturity thereof. See "-- Events of Default."

     The Indenture  provides  that in the event of any  insolvency or bankruptcy
case or proceeding,  or any receivership,  liquidation,  reorganization or other
similar case or proceeding in connection  therewith,  relative to the Company or
its assets, or any liquidation,  dissolution or other winding up of the Company,
whether  voluntary or  involuntary  and whether or not  involving  insolvency or
bankruptcy,  or any  assignment  for  the  benefit  of  creditors  or any  other
marshalling  of assets or liabilities  of the Company,  all Senior  Indebtedness
must  be paid in full  in  cash  or  cash  equivalents  or in any  other  manner
acceptable  to the holders of Senior  Indebtedness,  or provision  made for such
payment, before any payment or distribution (excluding  distributions of certain
permitted equity or subordinated securities) is made on account of the principal
of, premium, if any, or interest on the Notes. (Section 1202)

     By reason of such subordination, in the event of liquidation or insolvency,
creditors  of the  Company who are  holders of Senior  Indebtedness  may recover
more, ratably, than the holders of the Notes, and funds which would be otherwise
payable to the  holders  of the Notes will be paid to the  holders of the Senior
Indebtedness to the extent  necessary to pay the Senior  Indebtedness in full in
cash or cash  equivalents  or in any other manner  acceptable  to the holders of
Senior Indebtedness, and the Company may be unable to meet its obligations fully
with respect to the Notes.

     Each  Guarantee  of a Guarantor  will be an unsecured  senior  subordinated
obligation  of such  Guarantor,  ranking pari passu with,  or senior in right of
payment to, all other existing and future Indebtedness of such Guarantor that is
expressly  subordinated  to  Guarantor  Senior  Indebtedness.  The  Indebtedness
evidenced  by  the  Guarantees  will  be   subordinated   to  Guarantor   Senior
Indebtedness  to the  same  extent  as the  Notes  are  subordinated  to  Senior
Indebtedness  and  during  any  period  when  payment on the Notes is blocked by
Designated Senior Indebtedness, payment on the Guarantees is similarly blocked.


                                      S-17




     "Senior  Indebtedness" is defined as the principal of, premium, if any, and
interest  (including interest accruing after the filing of a petition initiating
any proceeding under any state, federal or foreign bankruptcy law whether or not
allowable  as a claim in such  proceeding)  on any  Indebtedness  of the Company
(other than as otherwise  provided in this definition),  whether  outstanding on
the date of the  Indenture  or  thereafter  created,  incurred or  assumed,  and
whether at any time owing,  actually or contingent,  unless,  in the case of any
particular  Indebtedness,  the  instrument  creating or  evidencing  the same or
pursuant  to  which  the  same  is  outstanding  expressly  provides  that  such
Indebtedness  shall not be  senior in right of  payment  to the  Notes.  Without
limiting the generality of the foregoing,  "Senior  Indebtedness"  shall include
(i) the principal of, premium, if any, and interest (including interest accruing
after the  filing of a  petition  initiating  any  proceeding  under any  state,
federal or foreign  bankruptcy  law whether or not  allowable as a claim in such
proceeding)  and all other  obligations of every nature of the Company from time
to time owed to the lenders (or their  agent)  under the Bank Credit  Agreement;
provided,  however,  that any Indebtedness  under any refinancing,  refunding or
replacement  of  the  Bank  Credit   Agreement   shall  not  constitute   Senior
Indebtedness  to the extent that the  Indebtedness  thereunder is by its express
terms  subordinate to any other  Indebtedness of the Company,  (ii) Indebtedness
outstanding under the Founders' Notes and (iii) Indebtedness under Interest Rate
Agreements.  Notwithstanding  the  foregoing,  "Senior  Indebtedness"  shall not
include (i)  Indebtedness  evidenced  by the Notes,  (ii)  Indebtedness  that is
subordinate  or junior in right of payment to any  Indebtedness  of the Company,
(iii) Indebtedness which when incurred and without respect to any election under
Section  1111(b) of Title 11 United  States  Code,  is without  recourse  to the
Company,   (iv)  Indebtedness  which  is  represented  by  Disqualified   Equity
Interests,  (v) any liability for foreign,  federal, state, local or other taxes
owed or owing by the  Company,  (vi)  Indebtedness  of the Company to the extent
such liability  constitutes  Indebtedness to a Subsidiary or any other Affiliate
of the Company or any of such  Affiliate's  subsidiaries,  (vii) that portion of
any  Indebtedness  which at the time of issuance is issued in  violation  of the
Indenture, (viii) Indebtedness owed by the Company for compensation to employees
or for services and (ix) Indebtedness outstanding under the Minority Note.

     "Guarantor Senior Indebtedness" is defined as the principal of, premium, if
any, and interest  (including  interest  accruing after the filing of a petition
initiating any proceeding  under any state,  federal or foreign  bankruptcy laws
whether or not allowable as a claim in such  proceeding) on any  Indebtedness of
any Guarantor  (other than as otherwise  provided in this  definition),  whether
outstanding  on the date of the  Indenture or  thereafter  created,  incurred or
assumed, and whether at any time owing,  actually or contingent,  unless, in the
case of any particular  Indebtedness,  the instrument creating or evidencing the
same or pursuant to which the same is outstanding  expressly  provides that such
Indebtedness  shall not be senior in right of payment to any Guarantee.  Without
limiting the generality of the foregoing,  "Guarantor Senior Indebtedness" shall
include (i) the principal of, premium,  if any, and interest (including interest
accruing  after the filing of a petition  initiating  any  proceeding  under any
state,  federal or foreign bankruptcy law whether or not allowable as a claim in
such proceeding) and all other obligations of every nature of any Guarantor from
time to time  owed to the  lenders  (or  their  agent)  under  the  Bank  Credit
Agreement;  provided,  however,  that any  Indebtedness  under any  refinancing,
refunding,  or  replacement  of the Bank Credit  Agreement  shall not constitute
Guarantor Senior Indebtedness to the extent that the Indebtedness  thereunder is
by its express terms  subordinate  to any other  Indebtedness  of any Guarantor,
(ii)  Indebtedness  evidenced by any guarantee of the Founders'  Notes and (iii)
Indebtedness  under  Interest Rate  Agreements.  Notwithstanding  the foregoing,
"Guarantor Senior Indebtedness" shall not include (i) Indebtedness  evidenced by
the  Guarantees,  (ii)  Indebtedness  that is  subordinate or junior in right of
payment to any  Indebtedness  of any Guarantor,  (iii)  Indebtedness  which when
incurred and without  respect to any election under Section  1111(b) of Title 11
of  the  United  States  Code,  is  without  recourse  to  any  Guarantor,  (iv)
Indebtedness  which is represented by  Disqualified  Equity  Interests,  (v) any
liability for foreign, federal, state, local or other taxes owed or owing by any
Guarantor  to  the  extent  such  liability   constitutes   Indebtedness,   (vi)
Indebtedness  of any  Guarantor  to a Subsidiary  or any other  Affiliate of the
Company or any of such Affiliate's subsidiaries, (vii) Indebtedness evidenced by
any  guarantee  of any  Subordinated  Indebtedness  or Pari Passu  Indebtedness,
(viii) that portion of any Indebtedness  which at the time of issuance is issued
in violation of the  Indenture,  (ix)  Indebtedness  owed by any  Guarantor  for
compensation  to employees or for services and (x) any guarantee of the Minority
Note.


                                      S-18




     "Designated Senior  Indebtedness" is defined as (i) all Senior Indebtedness
outstanding   under  the  Bank  Credit  Agreement  and  (ii)  any  other  Senior
Indebtedness  which is incurred  pursuant to an agreement  (or series of related
agreements)   simultaneously   entered  into  providing  for  indebtedness,   or
commitments to lend, of at least $25,000,000 at the time of determination and is
specifically designated in the instrument evidencing such Senior Indebtedness or
the agreement under which such Senior  Indebtedness arises as "Designated Senior
Indebtedness" by the Company.

     As of September 30, 1997, on a pro forma basis,  after giving effect to the
Heritage  Acquisition,  the  completion of the Tender Offer and the Offering and
the  application of the net proceeds  thereof as set forth in "Use of Proceeds,"
the  aggregate  amount of Senior  Indebtedness  that would have ranked senior in
right of payment to the Notes would have been $704.4 million,  and the aggregate
amount of  indebtedness  that is pari passu in right of  payment  with the Notes
would  have been  $500  million.  See  "Risk  Factors  --  Subordination  of the
Subordinated Debt Guarantees and the Related Guarantees;  Asset Encumbrances" in
the  accompanying  Prospectus.  The Company's and its  Subsidiaries'  ability to
incur  additional  Indebtedness  is  restricted  as  set  forth  under  "Certain
Covenants -- Limitation on Indebtedness." Any Indebtedness which can be incurred
may constitute additional Senior Indebtedness or Guarantor Senior Indebtedness.


GUARANTEES

     The Guarantors will, jointly and severally,  unconditionally  guarantee the
due and punctual payment of principal of, premium,  if any, and interest on, the
Notes.   Such  Guarantees   will  be   subordinated  to  the  Guarantor   Senior
Indebtedness.  See "--  Subordination." As of September 30, 1997, on a pro forma
basis,  after giving effect to the Heritage  Acquisition,  the completion of the
Tender Offer and the Offering and the application of the net proceeds thereof as
set  forth in "Use of  Proceeds,"  the  aggregate  amount  of  Guarantor  Senior
Indebtedness that would have ranked senior in right of payment to the Guarantees
would  have  been  $704.4  million  (including  $697.7  million  of  outstanding
indebtedness representing guarantees of Senior Indebtedness). In addition, under
certain  circumstances  described  under "-- Certain  Covenants -- Limitation on
Issuances  of  Guarantees  of and  Pledges  for  Indebtedness,"  the  Company is
required  to cause the  execution  and  delivery  of  additional  Guarantees  by
Restricted Subsidiaries. (Section 1014)

     In  addition,  upon any sale,  exchange or  transfer,  to any Person not an
Affiliate of the Company,  of all of the Company's Equity Interest in, or all or
substantially  all of the assets of, any Guarantor,  which is in compliance with
the Indenture,  such Guarantor shall be released from all its obligations  under
its Guarantee.

     The Guarantors consist of all of the Company's existing  Subsidiaries other
than Cresap  Enterprises,  Inc.,  KDSM,  Inc.,  KDSM Licensee Inc. and the Trust
which are:  Chesapeake  Television,  Inc.,  a Maryland  corporation,  Chesapeake
Television  Licensee,  Inc.,  a  Delaware  corporation,  FSF-TV,  Inc.,  a North
Carolina  corporation,   KABB  Licensee,  Inc.,  a  Delaware  corporation,  KDNL
Licensee, Inc., a Delaware corporation, KSMO, Inc., a Maryland corporation, KSMO
Licensee,  Inc.,  a  Delaware  corporation,  KUPN  Licensee,  Inc.,  a  Maryland
corporation, SCI-Indiana Licensee, Inc., a Delaware corporation,  SCI-Sacramento
Licensee,  Inc.,  a  Delaware  corporation,  Sinclair  Communications,  Inc.,  a
Maryland   corporation,   Sinclair  Radio  of  Albuquerque,   Inc.,  a  Maryland
corporation,   Sinclair  Radio  of  Albuquerque   Licensee,   Inc.,  a  Delaware
corporation,  Sinclair Radio of Buffalo, Inc., a Maryland corporation,  Sinclair
Radio of Buffalo  Licensee,  Inc.,  a Delaware  corporation,  Sinclair  Radio of
Greenville, Inc., a Maryland corporation, Sinclair Radio of Greenville Licensee,
Inc., a Delaware  corporation,  Sinclair Radio of Los Angeles,  Inc., a Maryland
corporation,   Sinclair  Radio  of  Los  Angeles  Licensee,   Inc.,  a  Delaware
corporation,  Sinclair Radio of Memphis, Inc., a Maryland corporation,  Sinclair
Radio of Memphis  Licensee,  Inc.,  a Delaware  corporation,  Sinclair  Radio of
Nashville,  Inc., a Maryland corporation,  Sinclair Radio of Nashville Licensee,
Inc., a Delaware  corporation,  Sinclair Radio of New Orleans,  Inc., a Maryland
corporation,   Sinclair  Radio  of  New  Orleans  Licensee,   Inc.,  a  Delaware
corporation, Sinclair Radio of St. Louis, Inc., a Maryland corporation, Sinclair
Radio of St. Louis  Licensee,  Inc., a Delaware  corporation,  Sinclair Radio of
Wilkes-Barre,  Inc.,  a  Maryland  corporation,  Sinclair  Radio of  Wilkes-Barr
Licensee,  Inc., a Delaware  corporation,  Superior  Communications of Kentucky,
Inc., a Delaware


                                      S-19




corporation, Superior Communications of Oklahoma, Inc., an Oklahoma corporation,
Superior KY License Corp., a Delaware corporation,  Superior OK License Corp., a
Delaware  corporation,  Tuscaloosa  Broadcasting,  Inc., a Maryland corporation,
WCGV, Inc., a Maryland corporation, WCGV Licensee, Inc., a Delaware corporation,
WDBB, Inc., a Maryland  corporation,  WLFL, Inc., a Maryland  corporation,  WLFL
Licensee,  Inc.,  a  Delaware  corporation,  WLOS  Licensee,  Inc.,  a  Delaware
corporation, WPGH, Inc., a Maryland corporation, WPGH Licensee, Inc., a Maryland
corporation, WSMH, Inc., a Maryland corporation, WSMH Licensee, Inc., a Delaware
corporation, WSTR, Inc., a Maryland corporation, WSTR Licensee, Inc., a Maryland
corporation,  WSYX,  Inc.,  a Maryland  corporation,  WTTE,  Channel 28, Inc., a
Maryland corporation,  WTTE, Channel 28 Licensee,  Inc., a Maryland corporation,
WTTO, Inc., a Maryland corporation, WTTO Licensee, Inc., a Delaware corporation,
WTVZ, Inc., a Maryland corporation, WTVZ Licensee, Inc., a Maryland corporation,
WYZZ,  Inc.,  a  Maryland  corporation,  and WYZZ  Licensee,  Inc.,  a  Delaware
corporation.


CERTAIN COVENANTS

     The Indenture contains, among others, the following covenants:

     Limitation on  Indebtedness.  The Company will not, and will not permit any
Restricted  Subsidiary  to,  create,  incur,  assume or directly  or  indirectly
guarantee  or in any other  manner  become  directly  or  indirectly  liable for
("incur") any Indebtedness  (including Acquired  Indebtedness),  except that the
Company may incur  Indebtedness  and a Guarantor may incur Permitted  Subsidiary
Indebtedness  if, in each  case,  the Debt to  Operating  Cash Flow Ratio of the
Company and its  Restricted  Subsidiaries  at the time of the incurrence of such
Indebtedness, after giving pro forma effect thereto, is 7:1 or less.

     The  foregoing  limitation  will not apply to the  incurrence of any of the
following (collectively, "Permitted Indebtedness"):

          (i)  Indebtedness of the Company under the Bank Credit Agreement in an
     aggregate  principal amount at any one time outstanding not to exceed $50.0
     million under any revolving credit facility thereunder;

          (ii)   Indebtedness   of  the  Company   pursuant  to  the  Notes  and
     Indebtedness of any Guarantor pursuant to a Guarantee;

          (iii)  Indebtedness of any Guarantor  consisting of a guarantee of the
     Company's Indebtedness under the Bank Credit Agreement;

          (iv)  Indebtedness  of  the  Company  or  any  Restricted   Subsidiary
     outstanding  on the date of the  Supplemental  Indenture  and  listed  on a
     schedule thereto;

          (v)  Indebtedness  of the Company  owing to a  Restricted  Subsidiary;
     provided  that  any  Indebtedness  of the  Company  owing  to a  Restricted
     Subsidiary that is not a Guarantor is made pursuant to an intercompany note
     in the form attached to the  Supplemental  Indenture and is subordinated in
     right of payment from and after such time as the Notes shall become due and
     payable  (whether at Stated  Maturity,  acceleration  or  otherwise) to the
     payment  and  performance  of the  Company's  obligations  under the Notes;
     provided,  further,  that any  disposition,  pledge or transfer of any such
     Indebtedness to a Person (other than a disposition, pledge or transfer to a
     Wholly Owned Restricted Subsidiary or a pledge to or for the benefit of the
     lenders  under  the  Bank  Credit  Agreement)  shall  be  deemed  to  be an
     incurrence of such Indebtedness by the obligor not permitted by this clause
     (v);

          (vi) Indebtedness of a Wholly Owned Restricted Subsidiary owing to the
     Company or another Wholly Owned Restricted Subsidiary;  provided that, with
     respect to  Indebtedness  owing to a Wholly Owned  Subsidiary that is not a
     Guarantor,  (x) any such  Indebtedness  is made pursuant to an intercompany
     note in the form  attached to the  Supplemental  Indenture and (y) any such
     Indebtedness  shall be subordinated in right of payment from and after such
     time as the obligations under the Guarantee by such Wholly Owned Restricted
     Subsidiary  shall become due and payable to the payment and  performance of
     such Wholly Owned Restricted Subsidiary's  obligations under its Guarantee;
     provided, further, that (a) any disposition, pledge or transfer of any such
     Indebtedness


                                      S-20




     to a Person (other than a disposition, pledge or transfer to the Company or
     a Wholly Owned Restricted Subsidiary or pledge to or for the benefit of the
     lenders  under  the  Bank  Credit  Agreement)  shall  be  deemed  to  be an
     incurrence of such Indebtedness by the obligor not permitted by this clause
     (vi) and (b) any transaction  pursuant to which any Wholly Owned Restricted
     Subsidiary, which has Indebtedness owing to the Company or any other Wholly
     Owned  Restricted  Subsidiary,  ceases  to  be a  Wholly  Owned  Restricted
     Subsidiary  shall be deemed to be the  incurrence of  Indebtedness  by such
     Wholly Owned  Restricted  Subsidiary  that is not  permitted by this clause
     (vi);

          (vii) guarantees of any Restricted  Subsidiary made in accordance with
     the provisions of " -- Limitation on Issuances of Guarantees of and Pledges
     for Indebtedness";

          (viii)  obligations of the Company entered into in the ordinary course
     of business  pursuant to Interest Rate  Agreements  designed to protect the
     Company  against  fluctuations in interest rates in respect of Indebtedness
     of the  Company as long as such  obligations  at the time  incurred  do not
     exceed the aggregate principal amount of such Indebtedness then outstanding
     or in good  faith  anticipated  to be  outstanding  within  90 days of such
     occurrence;

          (ix) any renewals, extensions, substitutions, refundings, refinancings
     or  replacements  (collectively,   a  "refinancing")  of  any  Indebtedness
     described  in  clauses  (ii),  (iii),  (iv) and (v)  above,  including  any
     successive  refinancings  so  long as the  aggregate  principal  amount  of
     Indebtedness  represented thereby is not increased by such refinancing plus
     the  lesser  of (I) the  stated  amount  of any  premium  or other  payment
     required to be paid in connection  with such a refinancing  pursuant to the
     terms of the Indebtedness being refinanced or (II) the amount of premium or
     other payment  actually  paid at such time to refinance  the  Indebtedness,
     plus,  in either  case,  the amount of expenses of the Company  incurred in
     connection  with  such  refinancing  and,  in the  case  of Pari  Passu  or
     Subordinated  Indebtedness,  such  refinancing  does not reduce the Average
     Life to Stated Maturity or the Stated Maturity of such Indebtedness; and

          (x)  Indebtedness  of the  Company in addition  to that  described  in
     clauses   (i)   through   (ix)  above,   and  any   renewals,   extensions,
     substitutions,  refinancings, or replacements of such Indebtedness, so long
     as the aggregate principal amount of all such Indebtedness shall not exceed
     $25,000,000. (Section 1008)

     Limitation  on  Restricted Payments. (a) The Company will not, and will not
permit any Restricted Subsidiary to, directly or indirectly:

          (i)  declare  or pay any  dividend  on,  or make any  distribution  to
     holders of, any of the Company's  Equity Interests (other than dividends or
     distributions payable solely in its Qualified Equity Interests);

          (ii)  purchase,  redeem or  otherwise  acquire  or retire  for  value,
     directly or indirectly, any Equity Interest of the Company or any Affiliate
     thereof  (except  Equity  Interests  held by the Company or a Wholly  Owned
     Restricted Subsidiary);

          (iii) make any principal payment on, or repurchase,  redeem,  defease,
     retire or otherwise  acquire for value,  prior to any  scheduled  principal
     payment, sinking fund or maturity, any Subordinated Indebtedness;

          (iv)  declare  or pay  any  dividend  or  distribution  on any  Equity
     Interests of any Subsidiary to any Person (other than the Company or any of
     its Wholly Owned Restricted Subsidiaries);

          (v)  incur,  create or assume any  guarantee  of  Indebtedness  of any
     Affiliate (other than a Wholly Owned Restricted Subsidiary of the Company);
     or

          (vi) make any  Investment  in any  Person  (other  than any  Permitted
     Investments)

(any of the foregoing payments described in clauses (i) through (vi), other than
any  such  action  that  is  a  Permitted  Payment,  collectively,   "Restricted
Payments")  unless after giving effect to the proposed  Restricted  Payment (the
amount of any such Restricted  Payment, if other than cash, as determined by the
Board of Directors of the Company,  whose  determination shall be conclusive and
evidenced by a Board


                                      S-21




resolution),  (1) no  Default or Event of Default  shall  have  occurred  and be
continuing and such Restricted  Payment shall not be an event which is, or after
notice or lapse of time or both, would be, an "event of default" under the terms
of any Indebtedness of the Company or its Restricted  Subsidiaries;  and (2) the
aggregate amount of all such Restricted Payments declared or made after the date
of the Indenture does not exceed the sum of:

               (A) an amount equal to the Company's  Cumulative  Operating  Cash
          Flow less 1.4 times the  Company's  Cumulative  Consolidated  Interest
          Expense;

               (B) the aggregate Net Cash Proceeds  received  after  December 9,
          1993 by the  Company  from  capital  contributions  (other than from a
          Subsidiary)  or from the  issuance  or sale  (other than to any of its
          Subsidiaries) of its Qualified Equity Interests (except, in each case,
          to the extent such proceeds are used to purchase,  redeem or otherwise
          retire  Equity  Interests or  Subordinated  Indebtedness  as set forth
          below); and

               (C) to the extent that any  Investment  constituting a Restricted
          Payment  (including an Investment in an Unrestricted  Subsidiary) that
          was made after the date of the  Supplemental  Indenture  is sold or is
          otherwise  liquidated or repaid, 100% of the amount (to the extent not
          included  in  Cumulative  Operating  Cash Flow)  equal to the Net Cash
          Proceeds or Fair Market Value of marketable  securities  received with
          respect to such  Investment  (less the cost of the disposition of such
          Investment and net of taxes).

     (b) Notwithstanding the foregoing,  and in the case of clauses (ii) through
(v) below,  so long as there is no Default or Event of Default  continuing,  the
foregoing  provisions  shall not prohibit  the  following  actions  (clauses (i)
through (v) being referred to as "Permitted Payments"):

          (i) the  payment  of any  dividend  within  60 days  after the date of
     declaration  thereof,  if at such date of declaration such payment would be
     permitted  by the  provisions  of  paragraph  (a) of this  Section and such
     payment shall be deemed to have been paid on such date of  declaration  for
     purposes of the calculation required by paragraph (a) of this Section;

          (ii) any  transaction  with an  officer  or  director  of the  Company
     entered into in the ordinary course of business (including  compensation or
     employee benefit arrangements with any officer or director of the Company);

          (iii) the repurchase,  redemption,  or other acquisition or retirement
     of any Equity  Interests of the Company in exchange for (including any such
     exchange  pursuant to the  exercise of a  conversion  right or privilege in
     connection  therewith  cash is paid in lieu of the  issuance of  fractional
     shares  or  scrip),  or out of the Net Cash  Proceeds  of, a  substantially
     concurrent  issue and sale for cash (other than to a  Subsidiary)  of other
     Qualified  Equity  Interests  of the  Company;  provided  that the Net Cash
     Proceeds from the issuance of such Qualified  Equity Interests are excluded
     from clause (2)(B) of paragraph (a) of this Section;

          (iv) any repurchase,  redemption,  defeasance, retirement, refinancing
     or  acquisition  for value or  payment  of  principal  of any  Subordinated
     Indebtedness   in  exchange   for,  or  out  of  the  net  proceeds  of,  a
     substantially  concurrent  issuance  and sale for cash  (other  than to any
     Subsidiary  of  the  Company)  of any  Qualified  Equity  Interests  of the
     Company,  provided  that the Net Cash  Proceeds  from the  issuance of such
     Qualified Equity Interests are excluded from clause (2)(B) of paragraph (a)
     of this Section; and

          (v) the repurchase, redemption, defeasance, retirement, refinancing or
     acquisition  for  value  or  payment  of  principal  of  any   Subordinated
     Indebtedness  (other than Disqualified  Equity Interests) (a "refinancing")
     through the issuance of new  Subordinated  Indebtedness of the Company,  as
     the case may be, provided that any such new  Indebtedness (1) shall be in a
     principal  amount that does not exceed the  principal  amount so refinanced
     or, if such Subordinated  Indebtedness provides for an amount less than the
     principal  amount  thereof  to be due and  payable  upon a  declaration  or
     acceleration   thereof,   then  such  lesser  amount  as  of  the  date  of
     determination),  plus the lesser of (I) the stated  amount of any  premium,
     interest or other payment required to be paid in connection


                                      S-22




     with such a  refinancing  pursuant to the terms of the  Indebtedness  being
     refinanced  or (II) the  amount  of  premium,  interest  or  other  payment
     actually paid at such time to refinance the  Indebtedness,  plus, in either
     case,  the amount of expenses of the Company  incurred in  connection  with
     such  refinancing;  (2) has an Average Life to Stated Maturity greater than
     the  remaining  Average  Life to Stated  Maturity  of the Notes;  (3) has a
     Stated  Maturity for its final scheduled  principal  payment later than the
     Stated Maturity for the final scheduled principal payment of the Notes; and
     (4) is expressly  subordinated in right of payment to the Notes at least to
     the same extent as the Indebtedness to be refinanced. (Section 1009)

     Limitation on Transactions with Affiliates.  The Company will not, and will
not permit any of its Restricted Subsidiaries to, directly or indirectly,  enter
into or suffer  to exist any  transaction  or  series  of  related  transactions
(including, without limitation, the sale, purchase, exchange or lease of assets,
property or services)  with any Affiliate of the Company (other than the Company
or a Wholly Owned Restricted  Subsidiary)  unless (a) such transaction or series
of transactions is in writing on terms that are no less favorable to the Company
or such Restricted Subsidiary,  as the case may be, than would be available in a
comparable  transaction in  arm's-length  dealings with an unrelated third party
and (b) (i) with respect to any transaction or series of transactions  involving
aggregate  payments in excess of $1,000,000,  the Company  delivers an officers'
certificate to the Trustee certifying that such transaction or series of related
transactions  complies with clause (a) above and such  transaction  or series of
related transactions has been approved by a majority of the members of the Board
of Directors of the Company (and approved by a majority of Independent Directors
or, in the event there is only one  Independent  Director,  by such  Independent
Director)  and (ii) with respect to any  transaction  or series of  transactions
involving  aggregate  payments  in excess of  $5,000,000,  an  opinion as to the
fairness to the Company or such Restricted  Subsidiary from a financial point of
view issued by an investment banking firm of national standing.  Notwithstanding
the  foregoing,  this provision  will not apply to (A) any  transaction  with an
officer or  director  of the  Company  entered  into in the  ordinary  course of
business  (including  compensation  or employee  benefit  arrangements  with any
officer or director of the  Company),  (B) any  transaction  entered into by the
Company or one of its Wholly Owned Restricted  Subsidiaries  with a Wholly Owned
Restricted  Subsidiary of the Company,  and (C) transactions in existence on the
date of the Supplemental Indenture. (Section 1010)

     Limitation on Senior Subordinated  Indebtedness.  The Company will not, and
will not permit any Guarantor to, directly or indirectly,  create, incur, issue,
assume,  guarantee  or  otherwise in any manner  become  directly or  indirectly
liable for or with respect to or otherwise permit to exist any Indebtedness that
is  subordinate in right of payment to any  Indebtedness  of the Company or such
Guarantor,  as the case may be, unless such Indebtedness is also pari passu with
the Notes or the Guarantee of such Guarantor, or subordinate in right of payment
to the Notes or such  Guarantee to at least the same extent as the Notes or such
Guarantee  are  subordinate  in right  of  payment  to  Senior  Indebtedness  or
Guarantor  Senior  Indebtedness,  as  the  case  may  be,  as set  forth  in the
Indenture. (Section 1011)

     Limitation  on  Liens.  The  Company  will  not,  and will not  permit  any
Restricted  Subsidiary to,  directly or  indirectly,  create,  incur,  affirm or
suffer  to exist  any  Lien of any  kind  upon  any of its  property  or  assets
(including any intercompany  notes), now owned or acquired after the date of the
Supplemental Indenture, or any income or profits therefrom,  except if the Notes
are directly  secured equally and ratably with (or prior to in the case of Liens
with respect to Subordinated  Indebtedness)  the obligation or liability secured
by such Lien, excluding, however, from the operation of the foregoing any of the
following:

     (a) any Lien  existing  as of the date of the  Supplemental  Indenture  and
listed on a schedule thereto;

     (b) any Lien arising by reason of (1) any judgment,  decree or order of any
court,  so long as such Lien is  adequately  bonded  and any  appropriate  legal
proceedings  which may have been duly initiated for the review of such judgment,
decree or order  shall not have been  finally  terminated  or the period  within
which such  proceedings may be initiated  shall not have expired;  (2) taxes not
yet  delinquent  or which are being  contested  in good faith;  (3) security for
payment of workers' compensation or other insurance;  (4) good faith deposits in
connection with tenders, leases, contracts (other than contracts for


                                      S-23




the  payment  of  money);   (5)  zoning   restrictions,   easements,   licenses,
reservations,  provisions,  covenants,  conditions, waivers, restrictions on the
use of property or minor  irregularities of title (and with respect to leasehold
interests,  mortgages,  obligations,  liens  and  other  encumbrances  incurred,
created,  assumed  or  permitted  to exist and  arising  by,  through or under a
landlord  or  owner of the  leased  property,  with or  without  consent  of the
lessee),  none of which  materially  impairs  the use of any parcel of  property
material to the  operation of the business of the Company or any  Subsidiary  or
the value of such  property  for the purpose of such  business;  (6) deposits to
secure  public or statutory  obligations,  or in lieu of surety or appeal bonds;
(7) surveys, exceptions, title defects, encumbrances, reservations of, or rights
of others for, rights of way,  sewers,  electric  lines,  telegraph or telephone
lines and other similar  purposes or zoning or other  restrictions as to the use
of real property not  interfering  with the ordinary  conduct of the business of
the  Company or any of its  Subsidiaries;  or (8)  operation  of law in favor of
mechanics,  materialmen,  laborers,  employees  or  suppliers,  incurred  in the
ordinary  course of business for sums which are not yet  delinquent or are being
contested in good faith by  negotiations  or by  appropriate  proceedings  which
suspend the collection thereof;

     (c) any Lien now or hereafter existing on property of the Company or any of
its Restricted  Subsidiaries  securing Senior  Indebtedness or Guarantor  Senior
Indebtedness,  in each case which Indebtedness is permitted under the provisions
of "-- Limitation on  Indebtedness"  and provided that the provisions  described
under "-- Limitation on Issuances of Guarantees of and Pledges for Indebtedness"
are complied with;

     (d) any  Lien  securing  Acquired  Indebtedness  created  prior to (and not
created in  connection  with,  or in  contemplation  of) the  incurrence of such
Indebtedness by the Company or any Subsidiary,  in each case which  Indebtedness
is permitted under the provisions of "-- Limitation on  Indebtedness";  provided
that any such Lien only  extends  to the assets  that were  subject to such Lien
securing  such Acquired  Indebtedness  prior to the related  transaction  by the
Company or its Subsidiaries;

     (e) any Lien securing Permitted Subsidiary Indebtedness; and

     (f) any  extension,  renewal,  refinancing or  replacement,  in whole or in
part, of any Lien described in the foregoing  clauses (a) through (e) so long as
the amount of security is not increased thereby. (Section 1012)

     Limitation on Sale of Assets. (a) The Company will not, and will not permit
any of its Restricted  Subsidiaries  to,  directly or indirectly,  consummate an
Asset  Sale  unless (i) at least 80% of the  consideration  from such Asset Sale
(exclusive  of  assumed  Senior  Indebtedness  to  which  the  Company  and  its
Restricted Subsidiaries have received a full and unconditional release from such
liability in  connection  with such Asset Sale) is received in cash and (ii) the
Company or such Restricted Subsidiary receives consideration at the time of such
Asset Sale at least equal to the Fair Market  Value of the shares or assets sold
(other than in the case of an involuntary Asset Sale, as determined by the Board
of Directors of the Company and evidenced in a Board resolution or in connection
with  an  Asset  Swap  as  determined  in  writing  by a  nationally  recognized
investment banking or appraisal firm); provided,  however, that in the event the
Company  or any  Restricted  Subsidiary  engages in an Asset Sale with any third
party and receives in consideration  therefor, or simultaneously with such Asset
Sale  enters  into,  a Local  Marketing  Agreement  with such third party or any
affiliate thereof,  the Fair Market Value of such Local Marketing  Agreement (as
determined in writing by a nationally recognized investment banking or appraisal
firm) shall be deemed cash and considered  when  determining  whether such Asset
Sale  complies  with the  foregoing  clauses (i) and (ii).  Notwithstanding  the
foregoing,  clause (i) of the preceding  sentence shall not be applicable to any
Asset Swap.

     (b) If all or a portion of the Net Cash  Proceeds of any Asset Sale are not
required  to be  applied  to repay  permanently  any  Senior  Indebtedness  then
outstanding as required by the terms thereof,  or the Company  determines not to
apply  such  Net  Cash  Proceeds  to the  permanent  prepayment  of such  Senior
Indebtedness  or if no such Senior  Indebtedness is then  outstanding,  then the
Company may within 12 months of the Asset Sale,  invest the Net Cash Proceeds in
properties and assets that (as determined by the Board of Directors) replace the
properties  and assets that were the subject of the Asset Sale or in  properties
and assets that will be used in the  businesses of the Company or its Restricted
Subsidiaries


                                      S-24




existing on the date of the Indenture or reasonably related thereto.  The amount
of such Net Cash  Proceeds  neither used to  permanently  repay or prepay Senior
Indebtedness  nor used or  invested as set forth in this  paragraph  constitutes
"Excess Proceeds."

     (c) When the aggregate amount of Excess Proceeds equals $5,000,000 or more,
the Company  shall apply the Excess  Proceeds to the  repayment of the Notes and
any Pari Passu  Indebtedness  required to be  repurchased  under the  instrument
governing such Pari Passu Indebtedness as follows: (a) the Company shall make an
offer to purchase (an "Offer") from all holders of the Notes in accordance  with
the  procedures  set forth in the  Indenture  in the  maximum  principal  amount
(expressed  as a multiple  of $1,000) of Notes that may be  purchased  out of an
amount  (the  "Note  Amount")  equal  to the  product  of such  Excess  Proceeds
multiplied by a fraction,  the numerator of which is the  outstanding  principal
amount of the Notes,  and the denominator of which is the sum of the outstanding
principal  amount  of the Notes and such Pari  Passu  Indebtedness  (subject  to
proration in the event such amount is less than the  aggregate  Offered Price of
all  Notes  tendered)  and  (b)  to the  extent  required  by  such  Pari  Passu
Indebtedness  to  permanently  reduce  the  principal  amount of such Pari Passu
Indebtedness,  the  Company  shall  make  an  offer  to  purchase  or  otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer") in an amount
(the "Pari Passu Debt Amount")  equal to the excess of the Excess  Proceeds over
the Note  Amount;  provided  that in no event  shall the Pari Passu Debt  Amount
exceed the principal amount of such Pari Passu  Indebtedness  plus the amount of
any premium required to be paid to repurchase such Pari Passu Indebtedness.  The
offer price shall be payable in cash in an amount equal to 100% of the principal
amount of the Notes plus accrued and unpaid  interest,  if any, to the date (the
"Offer Date") such Offer is  consummated  (the "Offered  Price"),  in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
Offered Price of the Notes tendered  pursuant to the Offer is less than the Note
Amount relating thereto or the aggregate amount of Pari Passu  Indebtedness that
is  purchased  is less  than the Pari  Passu  Debt  Amount  (the  amount of such
shortfall,  if any,  constituting  a  "Deficiency"),  the Company shall use such
Deficiency in the business of the Company and its Restricted Subsidiaries.  Upon
completion  of the purchase of all the Notes  tendered  pursuant to an Offer and
repurchase of the Pari Passu  Indebtedness  pursuant to a Pari Passu Offer,  the
amount of Excess Proceeds, if any, shall be reset at zero.

     (d) Whenever the Excess Proceeds received by the Company exceed $5,000,000,
such Excess  Proceeds  shall be set aside by the  Company in a separate  account
pending (i) deposit with the depositary or a paying agent of the amount required
to purchase the Notes or Pari Passu Indebtedness  tendered in an Offer or a Pari
Passu Offer, (ii) delivery by the Company of the Offered Price to the holders of
the Notes or Pari Passu Indebtedness  tendered in an Offer or a Pari Passu Offer
and (iii) application, as set forth above, of Excess Proceeds in the business of
the  Company  and its  Restricted  Subsidiaries.  Such  Excess  Proceeds  may be
invested in Temporary Cash  Investments,  provided that the maturity date of any
such  investment  made after the amount of Excess  Proceeds  exceeds  $5,000,000
shall not be later than the Offer  Date.  The  Company  shall be entitled to any
interest  or  dividends   accrued,   earned  or  paid  on  such  Temporary  Cash
Investments, provided that the Company shall not withdraw such interest from the
separate account if an Event of Default has occurred and is continuing.

     (e) If the Company  becomes  obligated to make an Offer  pursuant to clause
(c) above,  the Notes shall be purchased  by the  Company,  at the option of the
holder thereof,  in whole or in part in integral  multiples of $1,000, on a date
that is not  earlier  than 45 days and not later  than 60 days from the date the
notice is given to  holders,  or such  later  date as may be  necessary  for the
Company to comply  with the  requirements  under the  Exchange  Act,  subject to
proration in the event the Note Amount is less than the aggregate  Offered Price
of all Notes tendered.

     (f) The  Company  shall  comply with the  applicable  tender  offer  rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with an Offer.

     (g) The Company will not, and will not permit any Restricted Subsidiary to,
create or  permit  to exist or become  effective  any  restriction  (other  than
restrictions  existing  under (i)  Indebtedness  as in effect on the date of the
Supplemental Indenture and listed on a schedule thereto as such Indebtedness may
be refinanced  from time to time,  provided that such  restrictions  are no less
favorable to the holders


                                      S-25




of the Notes than those existing on the date of the Indenture or (ii) any Senior
Indebtedness and any Guarantor Senior Indebtedness) that would materially impair
the ability of the  Company to make an Offer to  purchase  the Notes or, if such
Offer is made, to pay for the Notes tendered for purchase. (Section 1013)

     Limitation on Issuances of Guarantees of and Pledges for Indebtedness.  (a)
The  Company  will  not  permit  any  Restricted  Subsidiary,   other  than  the
Guarantors,  directly  or  indirectly,  to  secure  the  payment  of any  Senior
Indebtedness  of the Company and the Company  will not,  and will not permit any
Restricted Subsidiary to, pledge any intercompany notes representing obligations
of any Restricted  Subsidiary  (other than the Guarantors) to secure the payment
of any  Senior  Indebtedness  unless  in each case  such  Restricted  Subsidiary
simultaneously  executes and delivers a supplemental  indenture to the Indenture
providing for a guarantee of payment of the Notes by such Restricted Subsidiary,
which  guarantee  shall be on the  same  terms as the  guarantee  of the  Senior
Indebtedness  (if a  guarantee  of Senior  Indebtedness  is  granted by any such
Restricted  Subsidiary)  except  that the  guarantee  of the  Notes  need not be
secured  and  shall  be  subordinated  to the  claims  against  such  Restricted
Subsidiary in respect of Senior Indebtedness to the same extent as the Notes are
subordinated to Senior Indebtedness of the Company under the Indenture.

     (b) The Company will not permit any Restricted  Subsidiary,  other than the
Guarantors,  directly or indirectly, to guarantee, assume or in any other manner
become  liable  with  respect to any  Indebtedness  of the  Company  (other than
guarantees in existence on the date of the Supplemental  Indenture)  unless such
Restricted  Subsidiary  simultaneously  executes  and  delivers  a  supplemental
indenture to the  Indenture  providing  for a guarantee of the Notes on the same
terms  as the  guarantee  of such  Indebtedness  except  that if the  Notes  are
subordinated in right of payment to such  Indebtedness,  the guarantee under the
supplemental   indenture   shall  be  subordinated  to  the  guarantee  of  such
Indebtedness  to  the  same  extent  as  the  Notes  are  subordinated  to  such
Indebtedness under the Indenture.

     (c) Each  guarantee  created  pursuant to the  provisions  described in the
foregoing  paragraph is referred to as a "Guarantee" and the issuer of each such
Guarantee is referred to as a "Guarantor."  Notwithstanding  the foregoing,  any
Guarantee by a  Restricted  Subsidiary  of the Notes shall  provide by its terms
that it shall be automatically and unconditionally  released and discharged upon
(i) any sale,  exchange  or  transfer,  to any  Person not an  Affiliate  of the
Company, of all of the Company's Equity Interest in, or all or substantially all
the assets of,  such  Restricted  Subsidiary,  which is in  compliance  with the
Indenture or (ii) (with respect to any Guarantees  created after the date of the
Supplemental  Indenture) the release by the holders of the  Indebtedness  of the
Company  described  in clauses (a) and (b) above of their  security  interest or
their guarantee by such Restricted Subsidiary (including any deemed release upon
payment in full of all obligations under such Indebtedness),  at a time when (A)
no other  Indebtedness  of the Company has been  secured or  guaranteed  by such
Restricted Subsidiary,  as the case may be, or (B) the holders of all such other
Indebtedness  which is secured or guaranteed by such Restricted  Subsidiary also
release their security interest in, or guarantee by, such Restricted  Subsidiary
(including any deemed release upon payment in full of all obligations under such
Indebtedness). (Section 1014)

     Restriction on Transfer of Assets.  The Company and the Guarantors will not
sell,  convey,  transfer  or  otherwise  dispose of their  respective  assets or
property  to  any of the  Company's  Restricted  Subsidiaries  (other  than  any
Guarantor), except for sales, conveyances,  transfers or other dispositions made
in the ordinary course of business and except for capital  contributions  to any
Restricted Subsidiary, the only material assets of which are broadcast licenses.
For purposes of this provision,  any sale, conveyance,  transfer, lease or other
disposition  of property or assets,  having a Fair Market Value in excess of (a)
$1,000,000 for any sale, conveyance,  transfer,  leases or disposition or series
of  related  sales,  conveyances,  transfers,  leases and  dispositions  and (b)
$5,000,000 in the aggregate for all such sales, conveyances,  transfers,  leases
or  dispositions  in any fiscal year of the Company shall not be considered  "in
the ordinary course of business." (Section 1015)

     Purchase  of Notes Upon a Change of Control.  If a Change of Control  shall
occur at any time,  then each  holder of Notes  shall  have the right to require
that the Company  purchase such  holder's  Notes in whole or in part in integral
multiples of $1,000, at a purchase price (the "Change of Control Purchase


                                      S-26




Price")  in cash in an  amount  equal to 101% of the  principal  amount  of such
Notes,  plus accrued and unpaid  interest,  if any, to the date of purchase (the
"Change of Control Purchase  Date"),  pursuant to the offer described below (the
"Change of Control Offer") and the other procedures set forth in the Indenture.

     Within 30 days  following  any Change of Control,  the Company shall notify
the Trustee  thereof and give  written  notice of such Change of Control to each
holder of Notes, by first-class mail, postage prepaid,  at his address appearing
in the security  register,  stating,  among other things, the purchase price and
that the purchase date shall be a business day no earlier than 30 days nor later
than 60 days  from the date such  notice is  mailed,  or such  later  date as is
necessary to comply with requirements  under the Exchange Act; that any Note not
tendered will continue to accrue interest;  that, unless the Company defaults in
the payment of the purchase  price,  any Notes accepted for payment  pursuant to
the Change of Control Offer shall cease to accrue  interest  after the Change of
Control  Purchase Date; and certain other procedures that a holder of Notes must
follow to accept a Change of Control Offer or to withdraw such acceptance.

     If a Change of Control  Offer is made,  there can be no assurance  that the
Company  will have  available  funds  sufficient  to pay the  Change of  Control
Purchase  Price for all of the Notes that might be  delivered  by holders of the
Notes  seeking to accept the Change of Control  Offer.  A Change of Control will
also  result in an event of default  under the Bank Credit  Agreement  and could
result in the acceleration of all indebtedness  under the Bank Credit Agreement.
See "Description of Indebtedness -- Bank Credit Agreement."  Moreover,  the Bank
Credit  Agreement  prohibits  the  repurchase  of the Notes by the Company.  The
failure of the Company to make or consummate  the Change of Control Offer or pay
the Change of Control Purchase Price when due will result in an Event of Default
under the Indenture.

     The term "all or substantially all" as used in the definition of "Change of
Control" has not been interpreted under New York law (which is the governing law
of the Indenture) to represent a specific  quantitative  test. As a consequence,
in the event the holders of the Notes elected to exercise their rights under the
Indenture and the Company  elected to contest such  election,  there could be no
assurance  as to how a court  interpreting  New York  law  would  interpret  the
phrase.

     The existence of a holder's right to require the Company to repurchase such
holder's  Notes upon a Change of Control may deter a third party from  acquiring
the Company in a transaction which constitutes a Change of Control.

     "Change of Control" means the occurrence of either of the following events:
(i) any "person" or "group" (as such terms are used in Sections  13(d) and 14(d)
of  the  Exchange  Act),  other  than  Permitted  Holders,  is  or  becomes  the
"beneficial  owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a Person shall be deemed to have beneficial  ownership of all shares
that such Person has the right to  acquire,  whether  such right is  exercisable
immediately or only after the passage of time), directly or indirectly,  of more
than 40% of the total outstanding Voting Stock of the Company, provided that the
Permitted Holders "beneficially own" (as so defined) a lesser percentage of such
Voting  Stock  than such  other  Person  and do not have the right or ability by
voting  power,  contract  or  otherwise  to elect or  designate  for  election a
majority of the Board of Directors of the Company; (ii) during any period of two
consecutive  years,  individuals who at the beginning of such period constituted
the Board of Directors of the Company  (together  with any new  directors  whose
election to such Board or whose  nomination for election by the  shareholders of
the Company,  was approved by a vote of at least 66 2/3% of the  directors  then
still in office who were either  directors  at the  beginning  of such period or
whose election or nomination for election was previously so approved)  cease for
any reason to  constitute a majority of such Board of Directors  then in office;
(iii)  the  Company  consolidates  with or  merges  with or into any  Person  or
conveys,  transfers  or leases  all or  substantially  all of its  assets to any
Person, or any corporation consolidates with or merges into or with the Company,
in any such event  pursuant to a  transaction  in which the  outstanding  Voting
Stock of the Company is changed into or exchanged for cash,  securities or other
property,  other than any such transaction where the outstanding Voting Stock of
the Company is not changed or exchanged  at all (except to the extent  necessary
to reflect a change in the  jurisdiction  of  incorporation  of the  Company) or
where (A) the outstanding Voting Stock of the


                                      S-27




Company is changed  into or  exchanged  for (x)  Voting  Stock of the  surviving
corporation which is not Disqualified  Equity Interests or (y) cash,  securities
and other property (other than Equity Interests of the surviving corporation) in
an  amount  which  could  be paid by the  Company  as a  Restricted  Payment  as
described under "-- Limitation on Restricted Payments" (and such amount shall be
treated as a  Restricted  Payment  subject to the  provisions  in the  Indenture
described  under "-- Limitation on Restricted  Payments") and (B) no "person" or
"group" other than Permitted  Holders owns immediately  after such  transaction,
directly  or  indirectly,  more  than  the  greater  of (1)  40%  of  the  total
outstanding Voting Stock of the surviving  corporation and (2) the percentage of
the outstanding  Voting Stock of the surviving  corporation  owned,  directly or
indirectly, by Permitted Holders immediately after such transaction; or (iv) the
Company  is  liquidated  or  dissolved  or  adopts  a  plan  of  liquidation  or
dissolution  other than in a  transaction  which  complies  with the  provisions
described under "-- Consolidation, Merger, Sale of Assets."

     "Permitted  Holders" means as of the date of determination (i) any of David
D. Smith,  Frederick G. Smith, J. Duncan Smith and Robert E. Smith;  (ii) family
members or the  relatives  of the Persons  described  in clause  (i);  (iii) any
trusts created for the benefit of the Persons  described in clauses (i), (ii) or
(iv) or any trust for the benefit of any such trust; or (iv) in the event of the
incompetence  or death of any of the Persons  described in clauses (i) and (ii),
such  Person's  estate,  executor,  administrator,  committee or other  personal
representative or  beneficiaries,  in each case who at any particular date shall
beneficially  own or have the right to acquire,  directly or indirectly,  Equity
Interests of the Company.

     The  provisions of the Indenture will not afford holders of Notes the right
to  require  the  Company  to  repurchase  the  Notes  in the  event of a highly
leveraged  transaction or certain  transactions with the Company's management or
its affiliates,  including a  reorganization,  restructuring,  merger or similar
transaction (including, in certain circumstances,  an acquisition of the Company
by management or its Affiliates) involving the Company that may adversely affect
holders of the Notes,  if such  transaction  is not a  transaction  defined as a
Change of Control.  A  transaction  involving  the  Company's  management or its
Affiliates,  or a transaction  involving a recapitalization of the Company, will
result in a Change of Control if it is the type of transaction specified by such
definition.

     The Company will comply with the applicable  tender offer rules,  including
Rule 14e-1 under the Exchange Act, and any other  applicable  securities laws or
regulations in connection with a Change of Control Offer. (Section 1016)

     Limitation on Subsidiary Equity Interests.  The Company will not permit any
Restricted  Subsidiary of the Company to issue any Equity Interests,  except for
(i)  Equity  Interests  issued  to and held by the  Company  or a  Wholly  Owned
Restricted Subsidiary, and (ii) Equity Interests issued by a Person prior to the
time (A) such Person  becomes a Restricted  Subsidiary,  (B) such Person  merges
with or into a Restricted  Subsidiary or (C) a Restricted Subsidiary merges with
or into such  Person;  provided  that such Equity  Interests  were not issued or
incurred by such Person in anticipation of the type of transaction  contemplated
by subclause (A), (B) or (C). (Section 1017)

     Limitation   on  Dividends  and  Other   Payment   Restrictions   Affecting
Subsidiaries.  The Company will not,  and will not permit any of its  Restricted
Subsidiaries to, directly or indirectly,  create or otherwise cause or suffer to
exist or become  effective any  encumbrance or restriction on the ability of any
Restricted  Subsidiary  of the  Company to (i) pay  dividends  or make any other
distribution  on its Equity  Interests,  (ii) pay any  Indebtedness  owed to the
Company or a Restricted Subsidiary of the Company,  (iii) make any Investment in
the Company or a Restricted  Subsidiary  of the Company or (iv)  transfer any of
its properties or assets to the Company or any Restricted Subsidiary, except (a)
any encumbrance or restriction pursuant to an agreement in effect on the date of
the Supplemental Indenture and listed on a schedule thereto; (b) any encumbrance
or restriction, with respect to a Restricted Subsidiary that is not a Subsidiary
of the  Company  on the date of the  Indenture,  in  existence  at the time such
Person  becomes a  Restricted  Subsidiary  of the  Company  and not  incurred in
connection  with,  or in  contemplation  of, such Person  becoming a  Restricted
Subsidiary; (c) any encumbrance or restriction existing under any agreement that
extends,   renews,   refinances  or  replaces  the  agreements   containing  the
encumbrances or  restrictions  in the foregoing  clauses (a) and (b), or in this
clause (c), provided that the terms and


                                      S-28




conditions of any such  encumbrances  or  restrictions  are not materially  less
favorable  to the  holders  of the Notes  than those  under or  pursuant  to the
agreement  evidencing  the  Indebtedness  so extended,  renewed,  refinanced  or
replaced or are not more restrictive than those set forth in the Indenture;  and
(d) any encumbrance or restriction  created pursuant to an asset sale agreement,
stock sale  agreement  or  similar  instrument  pursuant  to which on Asset Sale
permitted under "-- Limitation on Sale of Assets" is to be consummated,  so long
as such restriction or encumbrance shall be effective only for a period from the
execution  and delivery of such  agreement or  instrument  through a termination
date not later than 270 days after such execution and delivery.
(Section 1018)

     Limitation on  Unrestricted  Subsidiaries.  The Company will not make,  and
will not permit any of its Restricted  Subsidiaries  to make, any Investments in
Unrestricted  Subsidiaries if, at the time thereof, the aggregate amount of such
Investments would exceed the amount of Restricted  Payments then permitted to be
made  pursuant to the "--  Limitation  on  Restricted  Payments"  covenant.  Any
Investments in Unrestricted  Subsidiaries  permitted to be made pursuant to this
covenant  (i)  will  be  treated  as the  payment  of a  Restricted  Payment  in
calculating  the amount of Restricted  Payments made by the Company and (ii) may
be made in cash or property. (Section 1019)

     Provision of Financial Statements.  The Indenture provides that, whether or
not the Company is subject to Section  13(a) or 15(d) of the  Exchange  Act, the
Company  will,  to the extent  permitted  under the Exchange  Act, file with the
Commission the annual reports,  quarterly  reports and other documents which the
Company  would have been required to file with the  Commission  pursuant to such
Section  13(a) or 15(d) if the Company  were so subject,  such  documents  to be
filed with the  Commission on or prior to the  respective  dates (the  "Required
Filing  Dates") by which the  Company  would have been  required so to file such
documents if the Company were so subject. The Company will also in any event (x)
within 15 days of each Required Filing Date (i) transmit by mail to all holders,
as their names and addresses  appear in the Note register,  without cost to such
holders and (ii) file with the Trustee copies of the annual  reports,  quarterly
reports and other  documents  which the Company would have been required to file
with the  Commission  pursuant to Section  13(a) or 15(d) of the Exchange Act if
the Company  were subject to such  Sections and (y) if filing such  documents by
the  Company  with the  Commission  is not  permitted  under the  Exchange  Act,
promptly upon written  request and payment of the reasonable cost of duplication
and delivery,  supply copies of such documents to any prospective  holder at the
Company's cost. (Section 1020)

     Additional Covenants. The Indenture also contains covenants with respect to
the  following  matters:  (i) payment of principal,  premium and interest;  (ii)
maintenance of an office or agency; (iii) arrangements regarding the handling of
money held in trust;  (iv)  maintenance of corporate  existence;  (v) payment of
taxes and other claims; (vi) maintenance of properties; and (vii) maintenance of
insurance.


CONSOLIDATION, MERGER, SALE OF ASSETS

     The  Company  shall  not,  in a single  transaction  or a series of related
transactions,  consolidate  with or merge with or into any other Person or sell,
assign, convey, transfer, lease or otherwise dispose of all or substantially all
of its  properties and assets to any Person or group of affiliated  Persons,  or
permit  any  of  its   Subsidiaries  to  enter  into  any  such  transaction  or
transactions if such transaction or transactions, in the aggregate, would result
in a sale,  assignment,  conveyance,  transfer,  lease or  disposition of all or
substantially  all  of  the  properties  and  assets  of  the  Company  and  its
Subsidiaries on a Consolidated  basis to any other Person or group of affiliated
Persons,  unless at the time and after giving effect thereto: (i) either (1) the
Company shall be the continuing corporation or (2) the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or the
Person  which  acquires  by sale,  assignment,  conveyance,  transfer,  lease or
disposition  of all or  substantially  all of the  properties  and assets of the
Company and its  Subsidiaries on a Consolidated  basis (the "Surviving  Entity")
shall be a corporation duly organized and validly existing under the laws of the
United States of America, any state thereof or the District of Columbia and such
Person assumes, by a supplemental indenture in a form reasonably satisfactory to
the  Trustee,  all the  obligations  of the  Company  under  the  Notes  and the
Indenture,  and the  Indenture  shall  remain  in full  force and  effect;  (ii)
immediately before and immedi-


                                      S-29




ately after giving  effect to such  transaction,  no Default or Event of Default
shall have occurred and be continuing;  (iii) immediately after giving effect to
such transaction on a pro forma basis, the Consolidated Net Worth of the Company
(or the Surviving Entity if the Company is not the continuing  obligor under the
Indenture) is equal to or greater than the Consolidated Net Worth of the Company
immediately prior to such transaction;  (iv) immediately  before and immediately
after giving effect to such  transaction on a pro forma basis (on the assumption
that the  transaction  occurred  on the  first  day of the  four-quarter  period
immediately  prior to the  consummation of such transaction with the appropriate
adjustments  with respect to the  transaction  being  included in such pro forma
calculation),  the  Company (or the  Surviving  Entity if the Company is not the
continuing  obligor  under  the  Indenture)  could  incur  $1.00  of  additional
Indebtedness  under the  provisions  of "-- Certain  Covenants --  Limitation on
Indebtedness" (other than Permitted  Indebtedness);  (v) each Guarantor, if any,
unless it is the other party to the transactions  described above, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Person's
obligations  under the Indenture  and the Notes;  (vi) if any of the property or
assets of the Company or any of its Subsidiaries  would thereupon become subject
to any Lien, the provisions of "-- Certain Covenants -- Limitation on Liens" are
complied  with;  and  (vii) the  Company  or the  Surviving  Entity  shall  have
delivered,  or caused to be  delivered,  to the Trustee,  in form and  substance
reasonably  satisfactory to the Trustee, an officers' certificate and an opinion
of counsel, each to the effect that such consolidation,  merger, transfer, sale,
assignment, lease or other transaction and the supplemental indenture in respect
thereto  comply with the  provisions of the  Indenture  and that all  conditions
precedent  provided for in the Indenture  relating to such transaction have been
complied with.

     Each Guarantor will not, and the Company will not permit a Guarantor to, in
a single transaction or series of related transactions merge or consolidate with
or into any other corporation (other than the Company or any other Guarantor) or
other entity, or sell, assign, convey,  transfer,  lease or otherwise dispose of
all or substantially all of its properties and assets on a Consolidated basis to
any entity  (other than the Company or any other  Guarantor)  unless at the time
and giving effect thereto: (i) either (1) such Guarantor shall be the continuing
corporation  or (2) the  entity (if other  than such  Guarantor)  formed by such
consolidation  or into  which  such  Guarantor  is  merged or the  entity  which
acquires by sale,  assignment,  conveyance,  transfer,  lease or disposition the
properties  and assets of such Guarantor  shall be a corporation  duly organized
and validly  existing under the laws of the United States,  any state thereof or
the District of Columbia and shall expressly assume by a supplemental indenture,
executed and delivered to the Trustee, in a form reasonably  satisfactory to the
Trustee,  all  the  obligations  of  such  Guarantor  under  the  Notes  and the
Indenture;  (ii) immediately  before and immediately after giving effect to such
transaction,  no  Default  or  Event  of  Default  shall  have  occurred  and be
continuing;  and (iii) such Guarantor  shall have  delivered to the Trustee,  in
form  and  substance  reasonably  satisfactory  to  the  Trustee,  an  officers'
certificate  and an opinion of counsel,  each stating  that such  consolidation,
merger, sale, assignment,  conveyance,  transfer,  lease or disposition and such
supplemental indenture comply with the Indenture, and thereafter all obligations
of the predecessor  shall terminate.  The provisions of this paragraph shall not
apply to any  transaction  (including an Asset Sale made in accordance  with "--
Certain  Covenants  --  Limitation  on  Sale of  Assets")  with  respect  to any
Guarantor if the Guarantee of such Guarantor is released in connection with such
transaction  in  accordance  with  paragraph  (c) of "--  Certain  Covenants  --
Limitation on Issuances of Guarantees of and Pledges for Indebtedness." (Section
801)

     In the  event of any  transaction  (other  than a lease)  described  in and
complying with the conditions listed in the immediately  preceding paragraphs in
which the  Company  or any  Guarantor  is not the  continuing  corporation,  the
successor  Person formed or remaining shall succeed to, and be substituted  for,
and may exercise every right and power of, the Company or such Guarantor, as the
case may be, and the  Company or such  Guarantor,  as the case may be,  would be
discharged from its obligations under the Indenture, the Notes or its Guarantee,
as the case may be. (Section 802)


                                      S-30




EVENTS OF DEFAULT

     An Event of Default will occur under the Indenture if:

          (i) there  shall be a default in the  payment of any  interest  on any
     Note when it becomes due and payable, and such default shall continue for a
     period of 30 days;

          (ii) there shall be a default in the payment of the  principal  of (or
     premium, if any, on) any Note at its Maturity (upon acceleration,  optional
     or mandatory redemption, required repurchase or otherwise);

          (iii) (a) there shall be a default in the performance,  or breach,  of
     any  covenant  or  agreement  of the  Company  or any  Guarantor  under the
     Indenture  (other  than a  default  in the  performance,  or  breach,  of a
     covenant or  agreement  which is  specifically  dealt with in clause (i) or
     (ii) or in clause (b), (c) or (d) of this clause (iii)) and such default or
     breach shall continue for a period of 30 days after written notice has been
     given,  by certified  mail, (x) to the Company by the Trustee or (y) to the
     Company  and the  Trustee  by the  holders  of at  least  25% in  aggregate
     principal amount of the outstanding  Notes; (b) there shall be a default in
     the performance or breach of the provisions described in "-- Consolidation,
     Merger,  Sale of  Assets";  (c) the  Company  shall have  failed to make or
     consummate  an  Offer in  accordance  with the  provisions  of "--  Certain
     Covenants -- Limitation  on Sale of Assets";  or (d) the Company shall have
     failed to make or consummate a Change of Control  Offer in accordance  with
     the provisions of "-- Certain  Covenants -- Purchase of Notes Upon a Change
     of Control;"

          (iv) one or more defaults  shall have occurred  under any  agreements,
     indentures  or  instruments  under which the Company,  any Guarantor or any
     Restricted  Subsidiary  then has  outstanding  Indebtedness  in  excess  of
     $5,000,000  in the  aggregate  and,  if not  already  matured  at its final
     maturity in accordance with its terms,  such  Indebtedness  shall have been
     accelerated;

          (v) any Guarantee  shall for any reason cease to be, or be asserted in
     writing  by any  Guarantor  or the  Company  not to be,  in full  force and
     effect,  enforceable  in  accordance  with its terms,  except to the extent
     contemplated by the Indenture and any such Guarantee;

          (vi) one or more judgments, orders or decrees for the payment of money
     in excess of $5,000,000,  either  individually  or in the aggregate (net of
     amounts covered by insurance,  bond, surety or similar instrument) shall be
     entered against the Company, any Guarantor or any Restricted  Subsidiary or
     any of their  respective  properties and shall not be discharged and either
     (a) any creditor shall have commenced an enforcement  proceeding  upon such
     judgment,  order or  decree  or (b)  there  shall  have been a period of 60
     consecutive  days during which a stay of  enforcement  of such  judgment or
     order, by reason of an appeal or otherwise, shall not be in effect;

          (vii) any  holder  or  holders  of at least  $5,000,000  in  aggregate
     principal  amount of  Indebtedness  of the  Company,  any  Guarantor or any
     Restricted  Subsidiary after a default under such Indebtedness shall notify
     the  Trustee  of the  intended  sale or  disposition  of any  assets of the
     Company, any Guarantor or any Restricted  Subsidiary that have been pledged
     to or for the benefit of such holder or holders to secure such Indebtedness
     or shall  commence  proceedings,  or take any action  (including  by way of
     set-off),  to retain in satisfaction of such Indebtedness or to collect on,
     seize,  dispose of or apply in satisfaction of Indebtedness,  assets of the
     Company or any Restricted  Subsidiary  (including  funds on deposit or held
     pursuant to lock-box and other similar arrangements);

          (viii)  there  shall  have  been the  entry  by a court  of  competent
     jurisdiction of (a) a decree or order for relief in respect of the Company,
     any  Guarantor  or any  Restricted  Subsidiary  in an  involuntary  case or
     proceeding  under any  applicable  Bankruptcy  Law or (b) a decree or order
     adjudging the Company, any Guarantor or any Restricted  Subsidiary bankrupt
     or  insolvent,  or  seeking  reorganization,   arrangement,  adjustment  or
     composition  of  or in  respect  of  the  Company,  any  Guarantor  or  any
     Restricted  Subsidiary  under  any  applicable  federal  or state  law,  or
     appointing   a  custodian,   receiver,   liquidator,   assignee,   trustee,
     sequestrator (or other similar  official) of the Company,  any Guarantor or
     any Restricted  Subsidiary or of any substantial  part of their  respective
     properties, or ordering the winding up or liquidation of their affairs, and
     any such decree or order for relief shall continue to be in effect,  or any
     such other decree or order shall be unstayed and in effect, for a period of
     60 consecutive days; or


                                      S-31




          (ix) (a) the  Company,  any  Guarantor  or any  Restricted  Subsidiary
     commences a voluntary case or proceeding  under any  applicable  Bankruptcy
     Law  or  any  other  case  or  proceeding  to be  adjudicated  bankrupt  or
     insolvent,  (b) the Company,  any  Guarantor or any  Restricted  Subsidiary
     consents  to the entry of a decree or order for  relief in  respect  of the
     Company, any Guarantor or such Restricted Subsidiary in an involuntary case
     or proceeding under any applicable Bankruptcy Law or to the commencement of
     any  bankruptcy  or  insolvency  case or  proceeding  against  it,  (c) the
     Company,  any Guarantor or any  Restricted  Subsidiary  files a petition or
     answer or consent  seeking  reorganization  or relief under any  applicable
     federal or state law, (d) the  Company,  any  Guarantor  or any  Restricted
     Subsidiary  (x) consents to the filing of such petition or the  appointment
     of, or taking possession by, a custodian, receiver,  liquidator,  assignee,
     trustee,  sequestrator  or  other  similar  official  of the  Company,  any
     Guarantor or such Restricted Subsidiary or of any substantial part of their
     respective  property,  (y) makes an assignment for the benefit of creditors
     or (z) admits in writing its  inability to pay its debts  generally as they
     become due or (e) the Company,  any Guarantor or any Restricted  Subsidiary
     takes any  corporate  action in  furtherance  of any such  actions  in this
     paragraph (ix). (Section 501)

     If an Event of Default  (other than as specified in clauses (viii) and (ix)
of the prior  paragraph)  shall  occur and be  continuing,  the  Trustee  or the
holders  of not  less  than  25% in  aggregate  principal  amount  of the  Notes
outstanding  may, and the Trustee at the request of such holders shall,  declare
all unpaid principal of, premium, if any, and accrued interest on, all the Notes
to be due and payable  immediately by a notice in writing to the Company (and to
the Trustee if given by the holders of the Notes);  provided that so long as the
Bank Credit Agreement is in effect,  such declaration shall not become effective
until the  earlier of (a) five  business  days after  receipt of such  notice of
acceleration  from the holders or the Trustee by the agent under the Bank Credit
Agreement  or (b)  acceleration  of  the  Indebtedness  under  the  Bank  Credit
Agreement.  Thereupon the Trustee may, at its discretion, proceed to protect and
enforce the rights of the holders of Notes by appropriate  judicial  proceeding.
If an Event of Default specified in clause (viii) or (ix) of the prior paragraph
occurs and is  continuing,  then all the Notes  shall  ipso facto  become and be
immediately due and payable,  in an amount equal to the principal  amount of the
Notes,  together with accrued and unpaid interest, if any, to the date the Notes
become due and payable,  without any declaration or other act on the part of the
Trustee or any holder. The Trustee or, if notice of acceleration is given by the
holders of the Notes,  the  holders of the Notes  shall give notice to the agent
under the Bank Credit Agreement of such acceleration.

     After a declaration  of  acceleration,  but before a judgment or decree for
payment of the money due has been  obtained  by the  Trustee,  the  holders of a
majority in aggregate  principal amount of Notes outstanding,  by written notice
to the Company and the Trustee,  may rescind and annul such  declaration  if (a)
the Company has paid or deposited  with the Trustee a sum  sufficient to pay (i)
all sums paid or advanced by the Trustee under the Indenture and the  reasonable
compensation,  expenses,  disbursements and advances of the Trustee,  its agents
and counsel,  (ii) all overdue interest on all Notes, (iii) the principal of and
premium,  if any,  on any Notes  which have  become due  otherwise  than by such
declaration of  acceleration  and interest  thereon at a rate borne by the Notes
and (iv) to the extent that payment of such  interest is lawful,  interest  upon
overdue  interest at the rate borne by the Notes; and (b) all Events of Default,
other than the  non-payment  of  principal  of the Notes  which have  become due
solely by such declaration of acceleration,  have been cured or waived. (Section
502)

     The holders of not less than a majority in  aggregate  principal  amount of
the Notes  outstanding  may on behalf of the  holders of all the Notes waive any
past default under the Indenture and its  consequences,  except a default in the
payment of the  principal  of,  premium,  if any, or interest on any Note, or in
respect of a covenant or provision which under the Indenture  cannot be modified
or amended without the consent of the holder of each Note outstanding.  (Section
513)

     The Company is also  required to notify the  Trustee  within five  business
days of the occurrence of any Default.  (Section 501) The Company is required to
deliver to the Trustee,  on or before a date not more than 60 days after the end
of each  fiscal  quarter and not more than 120 days after the end of each fiscal
year, a written statement as to compliance with the Indenture, including whether
or not any  default  has  occurred.  (Section  1021)  The  Trustee  is  under no
obligation to exercise any of the rights or powers


                                      S-32




vested in it by the  Indenture at the request or direction of any of the holders
of the Notes  unless such  holders  offer to the Trustee  security or  indemnity
satisfactory  to the Trustee against the costs,  expenses and liabilities  which
might be incurred thereby. (Section 602)

     The Trust Indenture Act contains  limitations on the rights of the Trustee,
should it become a creditor of the Company or any  Guarantor,  to obtain payment
of claims in certain cases or to realize on certain  property  received by it in
respect of any such claims,  as security or otherwise.  The Trustee is permitted
to engage in other  transactions,  provided that if it acquires any  conflicting
interest it must  eliminate  such  conflict  upon the  occurrence of an Event of
Default or else resign.


DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE

     The Company may, at its option,  at any time, elect to have the obligations
of the  Company,  each of the  Guarantors  and any other  obligor upon the Notes
discharged with respect to the outstanding Notes ("defeasance"). Such defeasance
means that the Company,  each of the  Guarantors and any other obligor under the
Indenture  shall be deemed to have paid and discharged  the entire  indebtedness
represented by the  outstanding  Notes,  except for (i) the rights of holders of
outstanding  Notes to receive  payments in respect of the principal of, premium,
if any,  and  interest  on such  Notes  when  such  payments  are due,  (ii) the
Company's  obligations  with respect to the Notes concerning  issuing  temporary
Notes,  registration of Notes, mutilated,  destroyed,  lost or stolen Notes, and
the  maintenance  of an office  or agency  for  payment  and money for  security
payments held in trust, (iii) the rights,  powers, trusts, duties and immunities
of the  Trustee,  and  (iv)  the  defeasance  provisions  of the  Indenture.  In
addition,  the  Company  may,  at its option and at any time,  elect to have the
obligations  of the Company and any  Guarantor  released with respect to certain
covenants that are described in the Indenture  ("covenant  defeasance")  and any
omission to comply with such  obligations  shall not  constitute a Default or an
Event of Default with  respect to the Notes.  In the event  covenant  defeasance
occurs,  certain  events  (not  including  non-payment,  enforceability  of  any
Guarantee,  bankruptcy  and  insolvency  events)  described  under "-- Events of
Default"  will no longer  constitute  an Event of  Default  with  respect to the
Notes. (Sections 401, 402 and 403)

     In order to exercise  either  defeasance  or covenant  defeasance,  (i) the
Company must irrevocably  deposit with the Trustee, in trust, for the benefit of
the  holders  of the  Notes,  cash in United  States  dollars,  U.S.  Government
Obligations (as defined in the  Indenture),  or a combination  thereof,  in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of
independent  public  accountants or a nationally  recognized  investment banking
firm expressed in a written  certification  thereof delivered to the Trustee, to
pay and  discharge  the  principal  of,  premium,  if any,  and  interest on the
outstanding  Notes on the Stated  Maturity of such  principal or  installment of
principal or interest  (or on any date after  December 15, 2002 (such date being
referred to as the "Defeasance  Redemption  Date"),  if when  exercising  either
defeasance or covenant  defeasance,  the Company has delivered to the Trustee an
irrevocable  notice to redeem  all of the  outstanding  Notes on the  Defeasance
Redemption  Date);  (ii) in the  case of  defeasance,  the  Company  shall  have
delivered to the Trustee an opinion of independent  counsel in the United States
stating that (A) the Company has received  from, or there has been published by,
the Internal  Revenue  Service a ruling or (B) since the date of the  Indenture,
there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such opinion of independent counsel in the
United States shall confirm that, the holders of the outstanding  Notes will not
recognize  income,  gain or loss for federal  income tax purposes as a result of
such  defeasance  and will be subject to federal income tax on the same amounts,
in the same  manner  and at the same  times as would  have been the case if such
defeasance  had not  occurred;  (iii) in the case of  covenant  defeasance,  the
Company shall have delivered to the Trustee an opinion of independent counsel in
the United States to the effect that the holders of the  outstanding  Notes will
not recognize  income,  gain or loss for federal income tax purposes as a result
of such  covenant  defeasance  and will be subject to federal  income tax on the
same  amounts,  in the same  manner and at the same times as would have been the
case if such covenant  defeasance had not occurred;  (iv) no Default or Event of
Default  shall have  occurred and be  continuing  on the date of such deposit or
insofar as clause (vii) or (viii) under the first  paragraph under "-- Events of
Default"  are  concerned,  at any time during the period  ending on the 91st day
after the date of deposit;  (v) such defeasance or covenant defeasance shall not
cause the


                                      S-33




Trustee  for the  Notes  to have a  conflicting  interest  with  respect  to any
securities  of the Company or any  Guarantor;  (vi) such  defeasance or covenant
defeasance shall not result in a breach or violation of, or constitute a Default
under, the Indenture or any other material  agreement or instrument to which the
Company or any  Guarantor is a party or by which it is bound;  (vii) the Company
shall have  delivered  to the Trustee an opinion of  independent  counsel to the
effect  that (A) the trust funds will not be subject to any rights of holders of
Senior  Indebtedness  or  Guarantor  Senior  Indebtedness,   including,  without
limitation,  those  arising  under  the  Indenture  and (B)  after  the 91st day
following the deposit,  the trust funds will not be subject to the effect of any
applicable  bankruptcy,  insolvency,  reorganization  or similar laws  affecting
creditors'  rights  generally;  (viii) the Company  shall have  delivered to the
Trustee an  officers'  certificate  stating that the deposit was not made by the
Company with the intent of preferring  the holders of the Notes or any Guarantee
over the other  creditors  of the  Company or any  Guarantor  with the intent of
defeating,  hindering,  delaying or  defrauding  creditors of the  Company,  any
Guarantor or others;  (ix) no event or condition  shall exist that would prevent
the Company  from making  payments of the  principal  of,  premium,  if any, and
interest  on the Notes on the date of such  deposit or at any time ending on the
91st  day  after  the  date of such  deposit;  and (x) the  Company  shall  have
delivered to the Trustee an officers'  certificate and an opinion of independent
counsel,  each stating that all  conditions  precedent  provided for relating to
either the defeasance or the covenant defeasance,  as the case may be, have been
complied with. (Section 404)


SATISFACTION AND DISCHARGE

     The Indenture  will cease to be of further  effect  (except as to surviving
rights of registration  of transfer or exchange of Notes, as expressly  provided
for in the  Indenture) as to all  outstanding  Notes when (a) either (i) all the
Notes theretofore  authenticated and delivered (except lost, stolen or destroyed
Notes which have been  replaced or paid) have been  delivered to the Trustee for
cancellation  or (ii) all Notes not  theretofore  delivered  to the  Trustee for
cancellation (x) have become due and payable, or (y) will become due and payable
at their Stated Maturity within one year, or (z) are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving of
notice of  redemption  by the Trustee in the name,  and at the  expense,  of the
Company and the Company or any Guarantor has irrevocably  deposited or caused to
be deposited with the Trustee funds in an amount sufficient to pay and discharge
the entire  indebtedness on the Notes not  theretofore  delivered to the Trustee
for cancellation,  including principal of, premium, if any, and accrued interest
at such Stated Maturity or redemption date; (b) the Company or any Guarantor has
paid or caused to be paid all other sums payable under the Indenture relating to
the Notes by the Company or any Guarantor;  and (c) the Company has delivered to
the Trustee an officers'  certificate and an opinion of counsel stating that (i)
all conditions  precedent under the Indenture  relating to the  satisfaction and
discharge of the  Indenture  relating to the Notes have been  complied  with and
(ii) such  satisfaction  and discharge  will not result in a breach or violation
of, or constitute a default  under,  the Indenture  relating to the Notes or any
other material  agreement or instrument to which the Company or any Guarantor is
a party or by which the Company or any Guarantor is bound. (Section 1301)


MODIFICATIONS AND AMENDMENTS

     Modifications and amendments of the Indenture  relating to the Notes may be
made by the  Company,  any  Guarantor  and the  Trustee  with the consent of the
holders  of not less  than a  majority  in  aggregate  principal  amount  of the
outstanding  Notes;  provided,  however,  that no such modification or amendment
may,  without  the  consent  of the  holder of each  outstanding  Note  affected
thereby:  (i) change the Stated Maturity of the principal of, or any installment
of interest on, any Note or reduce the principal  amount  thereof or the rate of
interest thereon or any premium payable upon the redemption  thereof,  or change
the coin or  currency in which the  principal  of any Note or any premium or the
interest  thereon  is  payable,  or impair the right to  institute  suit for the
enforcement  of any such payment  after the Stated  Maturity  thereof (or in the
case of  redemption,  on or after the  redemption  date) (other than  provisions
relating to the covenants set forth under "-- Certain Covenants -- Limitation on
Sale of Assets);  (ii) amend,  change or modify the obligation of the Company to
make and  consummate  a Change  of  Control  Offer in the  event of a Change  of
Control in  accordance  with "-- Certain  Covenants  -- Purchase of Notes Upon a
Change of Control," including amending, changing or modifying any


                                      S-34




definitions  with  respect  thereto;  (iii) reduce the  percentage  in principal
amount of  outstanding  Notes,  the consent of whose holders is required for any
supplemental  indenture,  or the consent of whose  holders is  required  for any
waiver or  compliance  with  certain  provisions  of the  Indenture  or  certain
defaults or with  respect to any  Guarantee;  (iv) modify any of the  provisions
relating to supplemental indentures requiring the consent of holders or relating
to the waiver of past  defaults or relating to the waiver of certain  covenants,
except to increase the percentage of outstanding Notes required for such actions
or to provide that certain other  provisions  of the  Indenture  relating to the
Notes  cannot be  modified  or waived  without the consent of the holder of each
Note   affected   thereby;   (v)  except  as  otherwise   permitted   under  "--
Consolidation, Merger, Sale of Assets," consent to the assignment or transfer by
the  Company or any  Guarantor  of any of its rights and  obligations  under the
Indenture;  or (vi)  amend or  modify  any of the  provisions  of the  Indenture
relating  to the  subordination  of the  Notes or any  Guarantee  in any  manner
adverse to the holders of the Notes or any Guarantee;  provided further, that no
such  modification  or amendment  may,  without the consent of the holders of 66
2/3% of the  outstanding  Notes affected  thereby,  amend,  change or modify the
obligation  of the Company to make and  consummate  an Offer with respect to any
Asset Sale or Asset Sales in accordance with "-- Certain Covenants -- Limitation
on Sale of Assets"  including  amending,  changing or modifying any  definitions
with respect thereto. (Section 902)

     The  holders  of a  majority  in  aggregate  principal  amount of the Notes
outstanding  may  waive  compliance  with  certain  restrictive   covenants  and
provisions of the Indenture relating to the Notes. (Section 1022)


GOVERNING LAW

     The  Indenture,  the Notes and the  Guarantees  will be  governed  by,  and
construed in accordance with, the laws of the State of New York,  without giving
effect to the conflicts of law principles thereof.


PAYMENT AND PAYING AGENT

     Payments  in respect  of the Notes  shall be made to The  Depository  Trust
Company  ("DTC"),  which  shall  credit  the  relevant  accounts  at  DTC on the
applicable  payment  dates or, if the Notes are not held by DTC,  such  payments
shall be made at the office or agency of the Paying  Agent  maintained  for such
purpose,  or at the option of the Company, by check mailed to the address of the
holder entitled thereto as such address shall appear on the Notes Register.  The
Paying Agent shall  initially  be First Union  National  Bank.  The Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Company. In the event that First Union National Bank chooses no longer to be the
Paying Agent,  the Company  shall appoint a successor  (which shall be a bank or
trust company) acceptable to the Company to act as Paying Agent.


BOOK-ENTRY SECURITIES; THE DEPOSITORY TRUST COMPANY; DELIVERY AND FORM

     DTC will act as notes depositary for the Notes.

     Except as  described in the next  paragraph,  the Notes  initially  will be
represented  by a Global Note.  The Global Note will be deposited on the date of
initial  issuance with, or on behalf of DTC and registered in the name of Cede &
Co. (DTC's nominee).

     The laws of  certain  jurisdictions  require  that  certain  purchasers  of
securities  take physical  delivery of securities in definitive  form. Such laws
may impair the ability to own,  transfer or pledge  beneficial  interests in the
Global Note as represented by a global certificate.

     DTC has  informed the Company that it is a  limited-purpose  trust  company
organized  under the New York Banking Law, a "banking  organization"  within the
meaning of the New York Banking Law, a member of the Federal Reserve  System,  a
"clearing  corporation"  within the meaning of the New York  Uniform  Commercial
Code, and a "clearing agency"  registered  pursuant to the provisions of Section
17A  of  the  Exchange  Act.  DTC  holds   securities   that  its   participants
("Participants")  deposit  with DTC.  DTC also  facilitates  the  settlement  of
securities transactions among Participants through electronic com-


                                      S-35




puterized book-entry changes in Participants' accounts,  thereby eliminating the
need for  physical  movement of  securities  certificates.  Direct  Participants
include  securities  brokers and dealers  (including the  Underwriters),  banks,
trust companies,  clearing corporations and certain other organizations ("Direct
Participants").  DTC is owned by a number of its Direct  Participants and by the
New York Stock  Exchange,  Inc.,  the  American  Stock  Exchange,  Inc.  and the
National  Association of Securities  Dealers,  Inc.  Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain a custodial  relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants").  The rules
applicable to DTC and its Participants are on file with the Commission.

     Exchanges  of Notes that are  represented  by a Global  Note within the DTC
system  must be made by or through  Direct  Participants,  which will  receive a
credit for the Notes on DTC's  records.  The  ownership  interest of each actual
owner of each Note ("Beneficial  Owner") is in turn to be recorded on the Direct
Participants  and Indirect  Participants'  records.  Beneficial  Owners will not
receive written  confirmation from DTC of their holdings,  but Beneficial Owners
are  expected  to  receive  written  confirmations   providing  details  of  the
transactions,  as well as periodic statements of their holdings, from the Direct
Participants or Indirect  Participants  through which the Beneficial Owners hold
Notes.  Transfers of ownership  interests in the Notes are to be accomplished by
entries made on the books of Participants acting on behalf of Beneficial Owners.
Beneficial  Owners will not receive  certificates  representing  their ownership
interests in Notes, except as described below.

     DTC will have no  knowledge of the actual  Beneficial  Owners of the Notes;
DTC's records will reflect only the identity of the Direct Participants to whose
accounts  such Notes will be  credited,  which may or may not be the  Beneficial
Owners.  The  Participants  will be  responsible  for  keeping  account of their
holdings on behalf of their customers.

     Conveyance   of  notices  and  other   communications   by  DTC  to  Direct
Participants,  by Direct  Participants to Indirect  Participants,  and by Direct
Participants and Indirect  Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory  requirements as
may be in effect from time to time.

     Redemption  notices shall be sent to DTC. If less than all of the Notes are
being  redeemed,  DTC will  reduce the  amount of the  interest  of each  Direct
Participant in such Notes in accordance with its procedures.

     Although voting with respect to the Notes is limited in those cases where a
vote is  required,  neither DTC nor Cede & Co. will itself  consent or vote with
respect to Notes. Under its usual procedures, DTC would mail an Omnibus Proxy to
the Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s  consenting or voting rights to those Direct  Participants to whose
accounts  the Notes are  credited  on the record date  (identified  in a listing
attached to the Omnibus Proxy).

     Distribution  payments  on the Notes  will be made by the  Company  to DTC.
DTC's  practice  is to credit  Direct  Participants'  accounts  on the  relevant
payment date in accordance with their respective holdings shown on DTC's records
unless DTC has  reason to  believe  that it will not  receive  payments  on such
payment date.  Payments by Participants to Beneficial Owners will be governed by
standing  instructions and customary practices and will be the responsibility of
each such Participant and not of DTC or any Trustee, subject to any statutory or
regulatory  requirements  as may be in  effect  from  time to time.  Payment  of
distributions to DTC is the responsibility of the Company,  disbursement of such
payments to Direct  Participants is the  responsibility of DTC, and disbursement
of such payments to the Beneficial  Owners is the  responsibility  of Direct and
Indirect Participants.

     Except as provided  herein,  a Beneficial  Owner of an interest in a Global
Note will not be entitled to receive  physical  delivery of Notes.  Accordingly,
each Beneficial  Owner must rely on the procedures of DTC to exercise any rights
under the Notes.

     DTC may  discontinue  providing its services as securities  depository with
respect  to the Notes at any time by giving  reasonable  notice to the  Company.
Under such circumstances, in the event that a successor securities depositary is
not obtained, Certificated Securities representing the Notes will be printed


                                      S-36




and  delivered.  If an Event of Default  occurs  under the  Indenture  or if the
Company decides to discontinue use of the system of book-entry transfers through
DTC (or a successor depositary),  Certificated Securities representing the Notes
will be printed and delivered.

     The Notes will be  delivered in  certificated  form if (i) DTC ceases to be
registered as a clearing  agency under the Exchange Act or is no longer  willing
or able to provide  securities  depository  services  with respect to the Notes,
(ii) the Company so  determines,  or (iii) there shall have occurred an Event of
Default  or an event  which,  with the  giving of notice or the lapse of time or
both, would constitute an Event of Default with respect to the Notes represented
by such Global Note and such Event of Default or event continues for a period of
90 days.

     The information in this section  concerning DTC and DTC's book-entry system
has been obtained from sources the Company  believe to be reliable.  Neither the
Company  nor  any  Trustee  has any  responsibility  for  the  accuracy  of such
information  or  performance  by DTC or its  Participants  of  their  respective
obligations  as  described  herein or under the rules and  procedures  governing
their respective operations.


REGISTRAR AND TRANSFER AGENT

     First Union  National Bank will act as registrar and transfer agent for the
Notes (the "Notes Registrar").

     As described under "-- Book-Entry Securities; The Depository Trust Company;
Delivery and Form," so long as the Notes are in book-entry form, registration of
transfers and exchanges of Notes will be made through  Direct  Participants  and
Indirect  Participants in DTC. If physical  certificates  representing the Notes
are issued,  registration  of transfers  and exchanges of Notes will be effected
without  charge by or on behalf of the Company,  but, in the case of a transfer,
upon payment  (with the giving of such  indemnity as the Company may require) in
respect  of any tax or  other  governmental  charges  which  may be  imposed  in
relation to it.

     The Company will not be required to register or cause to be registered  any
transfer  of Notes  during a period  beginning  15 days prior to the  mailing of
notice of redemption of Notes and ending on the day of such mailing.


CERTAIN DEFINITIONS

     "Acquired  Indebtedness" means Indebtedness of a Person (i) existing at the
time such Person  becomes a Subsidiary  or (ii) assumed in  connection  with the
acquisition of assets from such Person,  in each case,  other than  Indebtedness
incurred in connection  with,  or in  contemplation  of, such Person  becoming a
Subsidiary  or such  acquisition.  Acquired  Indebtedness  shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.

     "Affiliate"  means,  with respect to any  specified  Person,  (i) any other
Person  directly or indirectly  controlling  or controlled by or under direct or
indirect common control with such specified  Person,  (ii) any other Person that
owns,  directly or indirectly,  5% or more of such Person's Equity  Interests or
any officer or director of any such Person or other  Person or, with  respect to
any natural Person,  any person having a relationship  with such Person or other
Person by blood, marriage or adoption not more remote than first cousin or (iii)
any  other  Person  10% or more of the  voting  Equity  Interests  of which  are
beneficially  owned or held directly or indirectly by such specified person. For
the  purposes  of this  definition,  "control"  when  used with  respect  to any
specified  Person means the power to direct the  management and policies of such
Person directly or indirectly,  whether through ownership of voting  securities,
by contract or otherwise;  and the terms  "controlling"  and  "controlled"  have
meanings correlative to the foregoing.

     "Asset Sale" means any sale, issuance, conveyance, transfer, lease or other
disposition (including,  without limitation, by way of merger,  consolidation or
Sale and  Leaseback  Transaction)  (collectively,  a  "transfer"),  directly  or
indirectly,  in one or a  series  of  related  transactions,  of (i) any  Equity
Interest of


                                      S-37




any Restricted  Subsidiary;  (ii) all or substantially all of the properties and
assets of any  division or line of  business  of the  Company or its  Restricted
Subsidiaries;  or (iii) any other  properties  or assets of the  Company  or any
Restricted  Subsidiary,  other than in the ordinary course of business.  For the
purposes  of this  definition,  the term  "Asset  Sale"  shall not  include  any
transfer  of  properties  and  assets  (A) that is  governed  by the  provisions
described under "-- Consolidation,  Merger,  Sale of Assets," (B) that is by the
Company  to  any  Wholly  Owned  Restricted  Subsidiary,  or by  any  Restricted
Subsidiary  to  the  Company  or  any  Wholly  Owned  Restricted  Subsidiary  in
accordance  with the terms of the Indenture or (C) that aggregates not more than
$1,000,000 in gross proceeds.

     "Asset  Swap"  means  an  Asset  Sale  by the  Company  or  any  Restricted
Subsidiary  in  exchange  for  properties  or  assets  that  will be used in the
business of the Company and its Restricted  Subsidiaries existing on the date of
the Indenture or reasonably related thereto.

     "Average Life to Stated  Maturity"  means, as of the date of  determination
with respect to any Indebtedness,  the quotient obtained by dividing (i) the sum
of the products of (a) the number of years from the date of determination to the
date  or  dates  of  each  successive   scheduled   principal  payment  of  such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

     "Bank  Credit  Agreement"  means  the Third  Amended  and  Restated  Credit
Agreement,  dated as of May 20, 1997,  between  Sinclair,  the  subsidiaries  of
Sinclair identified on the signature pages thereof under the caption "SUBSIDIARY
GUARANTORS,"  the lenders named therein and The Chase  Manhattan Bank, as agent,
as amended and as such  agreement  may be further  amended,  renewed,  extended,
substituted,  refinanced,  restructured,  replaced,  supplemented  or  otherwise
modified  from  time to time  (including,  without  limitation,  any  successive
renewals, extensions, substitutions, refinancings, restructurings, replacements,
supplementations  or other  modifications  of the  foregoing).  For all purposes
under the  Indenture,  "Bank Credit  Agreement"  shall  include any  amendments,
renewals, extensions, substitutions, refinancings, restructurings, replacements,
supplements or any other modifications that increase the principal amount of the
Indebtedness  or the  commitments  to lend  thereunder  and  have  been  made in
compliance with "-- Certain Covenants -- Limitation on  Indebtedness;"  provided
that,  for purposes of the definition of "Permitted  Indebtedness"  set forth in
"-- Certain  Covenants --  Limitation  on  Indebtedness,"  no such  increase may
result in the  principal  amount of  Indebtedness  of the Company under the Bank
Credit Agreement  exceeding the amount permitted by clause (i) of the definition
of "Permitted Indebtedness."

     "Bankruptcy Law" means Title 11, United States  Bankruptcy Code of 1978, as
amended,  or any  similar  United  States  federal  or  state  law  relating  to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

     "Capital  Lease  Obligation"  means any  obligation  of the Company and its
Restricted  Subsidiaries on a Consolidated basis under any capital lease of real
or personal  property  which,  in accordance  with GAAP,  has been recorded as a
capitalized lease obligation.

     "Commission" means the Securities and Exchange Commission,  as from time to
time  constituted,  created  under the Exchange Act, or if at any time after the
execution of the Indenture  such  Commission is not existing and  performing the
duties  now  assigned  to it  under  the  Trust  Indenture  Act,  then  the body
performing such duties at such time.

     "Company" means Sinclair Broadcast Group, Inc., a corporation  incorporated
under the laws of the State of  Maryland,  until a successor  Person  shall have
become  such  pursuant  to  the  applicable  provisions  of the  Indenture,  and
thereafter "Company" shall mean such successor Person.

     "Consolidated Interest Expense" means, without duplication, for any period,
the  sum of (a)  the  interest  expense  of the  Company  and  its  Consolidated
Restricted  Subsidiaries for such period,  on a Consolidated  basis,  including,
without limitation,  (i) amortization of debt discount,  (ii) the net cost under
interest  rate  contracts  (including  amortization  of  discounts),  (iii)  the
interest portion of any deferred payment  obligation and (iv) accrued  interest,
plus (b) the interest component of the Capital Lease


                                      S-38




Obligations paid,  accrued and/or scheduled to be paid or accrued by the Company
during  such  period,  and  all  capitalized  interest  of the  Company  and its
Consolidated Restricted  Subsidiaries,  in each case as determined in accordance
with GAAP consistently applied.

     "Consolidated  Net Income (Loss)" means,  for any period,  the Consolidated
net income (or loss) of the Company and its Consolidated Restricted Subsidiaries
for such period as  determined  in accordance  with GAAP  consistently  applied,
adjusted,  to the extent  included in calculating  such net income (or loss), by
excluding, without duplication, (i) all extraordinary gains but not losses (less
all fees and  expenses  relating  thereto),  (ii) the  portion of net income (or
loss) of the Company and its Consolidated  Restricted  Subsidiaries allocable to
interests in unconsolidated Persons or Unrestricted Subsidiaries,  except to the
extent of the amount of dividends or distributions  actually paid to the Company
or its  Consolidated  Restricted  Subsidiaries  by such other Person during such
period,  (iii) net income (or loss) of any Person  combined  with the Company or
any  of  its  Restricted   Subsidiaries  on  a  "pooling  of  interests"   basis
attributable  to any period prior to the date of  combination,  (iv) any gain or
loss,  net of taxes,  realized  upon the  termination  of any  employee  pension
benefit plan, (v) net gains but not losses (less all fees and expenses  relating
thereto) in respect of  dispositions of assets other than in the ordinary course
of business,  or (vi) the net income of any Restricted  Subsidiary to the extent
that the  declaration of dividends or similar  distributions  by that Restricted
Subsidiary of that income is not at the time permitted,  directly or indirectly,
by operation of the terms of its charter or any agreement, instrument, judgment,
decree,  order,  statute,  rule or  governmental  regulation  applicable to that
Restricted Subsidiary or its shareholders.

     "Consolidated  Net Worth" means the  Consolidated  equity of the holders of
Equity Interests  (excluding  Disqualified  Equity Interests) of the Company and
its Restricted Subsidiaries,  as determined in accordance with GAAP consistently
applied.

     "Consolidation" means, with respect to any Person, the consolidation of the
accounts  of  such  Person  and  each  of  its  subsidiaries   (other  than  any
Unrestricted  Subsidiaries) if and to the extent the accounts of such Person and
each of its  subsidiaries  (other  than  any  Unrestricted  Subsidiaries)  would
normally be consolidated with those of such Person,  all in accordance with GAAP
consistently applied. The term "Consolidated" shall have a similar meaning.

     "Cumulative  Consolidated  Interest  Expense"  means,  as of  any  date  of
determination,  Consolidated Interest Expense from September 30, 1993 to the end
of the  Company's  most recently  ended full fiscal  quarter prior to such date,
taken as a single accounting period.

     "Cumulative  Operating Cash Flow" means,  as of any date of  determination,
Operating  Cash Flow from  September 30, 1993 to the end of the  Company's  most
recently  ended  full  fiscal  quarter  prior  to such  date,  taken as a single
accounting period.

     "Debt to Operating Cash Flow Ratio" means, as of any date of determination,
the ratio of (a) the aggregate principal amount of all outstanding  Indebtedness
of the Company and its Restricted Subsidiaries as of such date on a Consolidated
basis plus the aggregate  liquidation  preference  or  redemption  amount of all
Disqualified  Equity Interests of the Company  (excluding any such  Disqualified
Equity Interests held by the Company or a Wholly Owned Restricted  Subsidiary of
the  Company)  to (b)  Operating  Cash Flow of the  Company  and its  Restricted
Subsidiaries  on a  Consolidated  basis for the four  most  recent  full  fiscal
quarters ending immediately prior to such date,  determined on a pro forma basis
(and after giving pro forma effect to (i) the  incurrence  of such  Indebtedness
and (if applicable) the application of the net proceeds therefrom,  including to
refinance other  Indebtedness,  as if such  Indebtedness  was incurred,  and the
application  of such proceeds  occurred,  at the beginning of such  four-quarter
period;  (ii) the incurrence,  repayment or retirement of any other Indebtedness
by the  Company  and its  Restricted  Subsidiaries  since  the first day of such
four-quarter  period as if such Indebtedness was incurred,  repaid or retired at
the  beginning  of  such  four-quarter  period  (except  that,  in  making  such
computation,  the amount of  Indebtedness  under any revolving  credit  facility
shall be computed based upon the average balance of such Indebtedness at the end
of each month during such  four-quarter  period);  (iii) in the case of Acquired
Indebtedness, the related acquisition as if such acquisition had occurred at the
beginning of such four-quarter  period;  and (iv) any acquisition or disposition
by the


                                      S-39




Company and its  Restricted  Subsidiaries  of any company or any business or any
assets out of the  ordinary  course of  business,  or any related  repayment  of
Indebtedness,  in each case  since the  first day of such  four-quarter  period,
assuming such  acquisition or disposition had been  consummated on the first day
of such four-quarter period).

     "Default"  means any event which is, or after notice or passage of any time
or both would be, an Event of Default.

     "Disqualified  Equity Interests" means any Equity Interests that, either by
their terms or by the terms of any security into which they are  convertible  or
exchangeable or otherwise,  are, or upon the happening of an event or passage of
time would be  required  to be,  redeemed  prior to any Stated  Maturity  of the
principal of the Notes or are  redeemable at the option of the holder thereof at
any  time  prior  to any  such  Stated  Maturity,  or are  convertible  into  or
exchangeable  for debt  securities at any time prior to any such Stated Maturity
at the option of the holder thereof.

     "Equity Interest" of any Person means any and all shares, interests, rights
to  purchase,  warrants,  options,  participations  or other  equivalents  of or
interests   in   (however   designated)   corporate   stock  or   other   equity
participations,  including partnership interests, whether general or limited, of
such Person, including any Preferred Equity Interests.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fair Market Value" means, with respect to any asset or property,  the sale
value that would be obtained in an arm's-length  transaction between an informed
and willing seller under no compulsion to sell and an informed and willing buyer
under no compulsion to buy.

     "Film  Contract"  means  contracts  with suppliers that convey the right to
broadcast  specified films,  videotape motion  pictures,  syndicated  television
programs or sports or other programming.

     "Founders'  Notes"  means the term notes, dated September 30, 1990, made by
the  Company  to  Julian  S.  Smith  and to Carolyn C. Smith pursuant to a stock
redemption  agreement,  dated  June  19, 1990, among the Company, certain of its
Subsidiaries,  Julian  S.  Smith, Carolyn C. Smith, David D. Smith, Frederick G.
Smith, J. Duncan Smith and Robert E. Smith.

     "Generally  Accepted  Accounting  Principles"  or  "GAAP"  means  generally
accepted accounting principles in the United States, consistently applied, which
are in effect on the date of the Indenture.

     "Guarantee" means the guarantee by any Guarantor of the Company's Indenture
Obligations pursuant to a guarantee given in accordance with the Indenture.

     "Guaranteed   Debt"  of  any  Person  means,   without   duplication,   all
Indebtedness  of any other Person  referred to in the definition of Indebtedness
guaranteed  directly or  indirectly  in any manner by such Person,  or in effect
guaranteed directly or indirectly by such Person through an agreement (i) to pay
or purchase such  Indebtedness  or to advance or supply funds for the payment or
purchase of such  Indebtedness,  (ii) to  purchase,  sell or lease (as lessee or
lessor) property, or to purchase or sell services,  primarily for the purpose of
enabling the debtor to make payment of such Indebtedness or to assure the holder
of such  Indebtedness  against  loss,  (iii) to supply funds to, or in any other
manner  invest in, the debtor  (including  any  agreement to pay for property or
services  without  requiring  that such property be received or such services be
rendered),  (iv) to maintain working capital or equity capital of the debtor, or
otherwise to maintain the net worth,  solvency or other  financial  condition of
the debtor or (v) otherwise to assure a creditor against loss; provided that the
term "guarantee"  shall not include  endorsements for collection or deposit,  in
either case in the ordinary course of business.

     "Guarantor"  means  the  Subsidiaries listed as guarantors in the Indenture
or  any  other  guarantor of the Indenture Obligations. The Guarantors currently
consist  of  all the Company's Subsidiaries other than Cresap Enterprises, Inc.,
KDSM, Inc., KDSM Licensee Inc. and the Trust.

     "Indebtedness" means, with respect to any Person, without duplication,  (i)
all indebtedness of such Person for borrowed money or for the deferred  purchase
price of property or services,  excluding  any trade  payables and other accrued
current liabilities arising in the ordinary course of business, but includ-


                                      S-40




ing,  without  limitation,  all  obligations,  contingent or otherwise,  of such
Person in  connection  with any letters of credit  issued under letter of credit
facilities,  acceptance facilities or other similar facilities and in connection
with any agreement to purchase,  redeem, exchange,  convert or otherwise acquire
for value any  Equity  Interests  of such  Person,  or any  warrants,  rights or
options to acquire such Equity Interests, now or hereafter outstanding, (ii) all
obligations  of such  Person  evidenced  by bonds,  notes,  debentures  or other
similar  instruments,  (iii)  all  indebtedness  created  or  arising  under any
conditional  sale or other title  retention  agreement  with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property),  but excluding trade payables  arising in the ordinary course
of business, (iv) all obligations under Interest Rate Agreements of such Person,
(v) all Capital Lease Obligations of such Person, (vi) all Indebtedness referred
to in clauses (i) through (v) above of other  Persons and all dividends of other
Persons,  the  payment  of which is  secured by (or for which the holder of such
Indebtedness has an existing right,  contingent or otherwise,  to be secured by)
any Lien,  upon or with  respect to  property  (including,  without  limitation,
accounts and contract rights) owned by such Person,  even though such Person has
not  assumed or become  liable for the payment of such  Indebtedness,  (vii) all
Guaranteed Debt of such Person,  (viii) all Disqualified Equity Interests valued
at the greater of their voluntary or involuntary  maximum fixed repurchase price
plus  accrued  and  unpaid  dividends,  and  (ix)  any  amendment,   supplement,
modification,  deferral,  renewal,  extension,  refunding or  refinancing of any
liability  of the  types  referred  to in  clauses  (i)  through  (viii)  above;
provided,  however, that the term Indebtedness shall not include any obligations
of the Company and its  Restricted  Subsidiaries  with respect to Film Contracts
entered into in the ordinary  course of business.  The amount of Indebtedness of
any Person at any date shall be, without duplication,  the principal amount that
would be shown on a balance  sheet of such  Person  prepared  as of such date in
accordance  with GAAP and the maximum  determinable  liability of any Guaranteed
Debt  referred to in clause (vii) above at such date.  The  Indebtedness  of the
Company and its Restricted  Subsidiaries  shall not include any  Indebtedness of
Unrestricted  Subsidiaries  so long as such  Indebtedness is non-recourse to the
Company and the Restricted Subsidiaries. For purposes hereof, the "maximum fixed
repurchase price" of any Disqualified Equity Interests which do not have a fixed
repurchase  price  shall be  calculated  in  accordance  with the  terms of such
Disqualified  Equity  Interests as if such  Disqualified  Equity  Interests were
purchased on any date on which  Indebtedness  shall be required to be determined
pursuant to the Indenture,  and if such price is based upon, or measured by, the
Fair Market Value of such Disqualified Equity Interests,  such Fair Market Value
to be  determined  in good faith by the Board of Directors of the issuer of such
Disqualified Equity Interests.

     "Indenture  Obligations" means the obligations of the Company and any other
obligor under the Indenture or under the Notes, including any Guarantor,  to pay
principal,  premium,  if any, and interest  when due and payable,  and all other
amounts  due or to become due under or in  connection  with the  Indenture,  the
Notes  and the  performance  of all other  obligations  to the  Trustee  and the
holders under the Indenture and the Notes, according to the terms thereof.

     "Independent  Director"  means  a  director  of the  Company  other  than a
director (i) who (apart from being a director of the Company or any  Subsidiary)
is an employee,  insider,  associate or Affiliate of the Company or a Subsidiary
or has held any such  position  during the previous  five years or (ii) who is a
director, an employee,  insider,  associate or Affiliate of another party to the
transaction in question.

     "Interest Rate  Agreements"  means one or more of the following  agreements
which  shall  be  entered  into  from  time to  time  by one or  more  financial
institutions:   interest  rate   protection   agreements   (including,   without
limitation,  interest rate swaps, caps, floors,  collars and similar agreements)
and any obligations in respect of any Hedging Agreements (as defined in the Bank
Credit Agreement).

     "Investments"  means,  with respect to any Person,  directly or indirectly,
any  advance,  loan  (including  guarantees),  or other  extension  of credit or
capital  contribution  to (by means of any transfer of cash or other property to
others or any  payment  for  property  or  services  for the  account  or use of
others), or any purchase,  acquisition or ownership by such Person of any Equity
Interests,  bonds,  notes,  debentures  or other  securities or assets issued or
owned by any other  Person  and all other  items  that  would be  classified  as
investments on a balance sheet prepared in accordance with GAAP.


                                      S-41




     "Lien" means any mortgage,  charge,  pledge, lien (statutory or otherwise),
privilege,  security  interest,  hypothecation or other encumbrance upon or with
respect to any property of any kind  (including  any  conditional  sale or other
title retention  agreement,  any leases in the nature thereof, and any agreement
to give any security  interest),  real or personal,  movable or  immovable,  now
owned or hereafter acquired.

     "Local  Marketing  Agreement"  means a local  marketing  arrangement,  sale
agreement, time brokerage agreement, management agreement or similar arrangement
pursuant  to which a Person (i) obtains the right to sell at least a majority of
the  advertising  inventory of a television  station on behalf of a third party,
(ii)  purchases at least a majority of the air time of a  television  station to
exhibit  programming  and sell  advertising  time,  (iii)  manages  the  selling
operations  of a  television  station with respect to at least a majority of the
advertising   inventory  of  such  station,  (iv)  manages  the  acquisition  of
programming  for a television  station,  (v) acts as a program  consultant for a
television  station,  or (vi)  manages the  operation  of a  television  station
generally.

     "Maturity," when used with respect to any Note, means the date on which the
principal  of such Note  becomes  due and  payable as provided in the Note or as
provided in the Indenture,  whether at Stated  Maturity,  the offer date, or the
redemption date and whether by declaration of acceleration,  Offer in respect of
excess proceeds, Change of Control, call for redemption or otherwise.

     "Minority Note" means the promissory note, dated December 26, 1986, made by
the Company to Frederick M. Himes, B. Stanley Resnick and Edward A. Johnston, as
representatives,  pursuant to a stock  purchase  agreement,  dated  December 22,
1986,  among  the  Company,   Commercial  Radio  Institute,   Inc.,   Chesapeake
Television, Inc. and certain individuals.

     "Net Cash Proceeds" means (a) with respect to any Asset Sale by any Person,
the proceeds thereof in the form of cash or Temporary Cash Investments including
payments in respect of deferred  payment  obligations  when received in the form
of, or stock or other  assets  when  disposed  of for,  cash or  Temporary  Cash
Investments  (except to the extent that such  obligations  are  financed or sold
with recourse to the Company or any Restricted  Subsidiary) net of (i) brokerage
commissions and other reasonable fees and expenses  (including fees and expenses
of counsel and investment  bankers)  related to such Asset Sale, (ii) provisions
for all taxes  payable as a result of such Asset Sale,  (iii)  payments  made to
retire  Indebtedness where payment of such Indebtedness is secured by the assets
or properties the subject of such Asset Sale,  (iv) amounts  required to be paid
to any Person  (other than the Company or any  Restricted  Subsidiary)  owning a
beneficial  interest in the assets subject to the Asset Sale and (v) appropriate
amounts to be provided by the Company or any Restricted Subsidiary,  as the case
may  be,  as a  reserve,  in  accordance  with  GAAP,  against  any  liabilities
associated  with such Asset Sale and  retained by the Company or any  Restricted
Subsidiary,  as the case may be,  after  such  Asset  Sale,  including,  without
limitation,  pension and other post-employment benefit liabilities,  liabilities
related to  environmental  matters  and  liabilities  under any  indemnification
obligations  associated  with such Asset Sale,  all as reflected in an officers'
certificate  delivered  to the Trustee and (b) with  respect to any  issuance or
sale of Equity Interests,  or debt securities or Equity Interests that have been
converted  into or  exchanged  for Equity  Interests,  as  referred to under "--
Certain  Covenants -- Limitation on Restricted  Payments,"  the proceeds of such
issuance or sale in the form of cash or Temporary  Cash  Investments,  including
payments in respect of deferred  payment  obligations  when received in the form
of,  or stock  or  other  assets  when  disposed  for,  cash or  Temporary  Cash
Investments  (except to the extent that such  obligations  are  financed or sold
with recourse to the Company or any  Restricted  Subsidiary),  net of attorney's
fees, accountant's fees and brokerage, consultation, underwriting and other fees
and expenses  actually incurred in connection with such issuance or sale and net
of taxes paid or payable as a result thereof.

     "Operating Cash Flow" means,  for any period,  the  Consolidated Net Income
(Loss) of the Company and its Restricted  Subsidiaries for such period, plus (a)
extraordinary  net losses and net losses on sales of assets outside the ordinary
course of business  during such period,  to the extent such losses were deducted
in computing  Consolidated Net Income (Loss), plus (b) provision for taxes based
on income or profits,  to the extent such  provision  for taxes was  included in
computing  such  Consolidated  Net Income  (Loss),  and any  provision for taxes
utilized in computing the net losses under clause (a) hereof, plus (c)


                                      S-42




Consolidated Interest Expense of the Company and its Restricted Subsidiaries for
such period, plus (d) depreciation, amortization and all other non-cash charges,
to the extent such  depreciation,  amortization  and other non-cash charges were
deducted  in  computing   such   Consolidated   Net  Income  (Loss)   (including
amortization  of goodwill and other  intangibles,  including  Film Contracts and
write-downs  of Film  Contracts),  minus  (e) any  cash  payments  contractually
required to be made with respect to Film Contracts (to the extent not previously
included in computing such Consolidated Net Income (Loss)).

     "Pari  Passu  Indebtedness"  means any  Indebtedness  of the Company or any
Guarantor that is pari passu in right of payment to the Notes or any Guarantees,
as the case may be.

     "Permitted Investment" means (i) Investments in any Wholly Owned Restricted
Subsidiary;  (ii)  Indebtedness  of  the  Company  or  a  Restricted  Subsidiary
described  under  clauses  (vi)  and  (vii)  of  the  definition  of  "Permitted
Indebtedness" set forth in "-- Certain Covenants -- Limitation on Indebtedness";
(iii) Temporary Cash  Investments;  (iv) Investments  acquired by the Company or
any Restricted  Subsidiary in connection  with an Asset Sale permitted under "--
Certain  Covenants  --  Limitation  on  Sale  of  Assets,"  to the  extent  such
Investments  are  non-cash  proceeds  as  permitted  under  such  covenant;  (v)
guarantees  of  Indebtedness   otherwise   permitted  by  the  Indenture;   (vi)
Investments  in  existence on the date of this  Indenture;  (vii) loans up to an
aggregate  of  $1,000,000  outstanding  at any  time to  employees  pursuant  to
benefits available to the employees of the Company or any Restricted  Subsidiary
from time to time in the ordinary course of business;  (viii) any Investments in
the Securities;  (ix) a Guarantee by any Guarantor and any other guarantee given
by a  Guarantor  of any  Indebtedness  of the  Company in  accordance  with this
Indenture;  (x)  Investments  by the Company or any  Restricted  Subsidiary in a
Person,  if as a result of such  Investment (I) such Person becomes a Restricted
Subsidiary  or (II)  such  Person  is  merged,  consolidated  with or  into,  or
transfers or conveys  substantially all of its assets to, or is liquidated into,
the Company or a Restricted  Subsidiary;  and (xi) other Investments that do not
exceed $5,000,000 at any time outstanding.

     "Permitted Subsidiary Indebtedness" means:

          (i)  Indebtedness  of any Guarantor  under  Capital Lease  Obligations
     incurred in the ordinary course of business; and

          (ii)  Indebtedness of any Guarantor (a) issued to finance or refinance
     the purchase or construction of any assets of such Guarantor or (b) secured
     by a Lien on any assets of such Guarantor  where the lender's sole recourse
     is to the  assets so  encumbered,  in  either  case (x) to the  extent  the
     purchase or  construction  prices for such assets are or should be included
     in "property and equipment" in accordance with GAAP and (y) if the purchase
     or  construction  of such assets is not part of any acquisition of a Person
     or business unit.

     "Person" means any  individual,  corporation,  limited  liability  company,
partnership,   joint   venture,   association,   joint-stock   company,   trust,
unincorporated   organization   or   government   or  any  agency  or  political
subdivisions thereof.

     "Preferred  Equity  Interest,"  as applied to the Equity  Interests  of any
Person,  means an Equity Interest of any class or classes  (however  designated)
which is preferred as to the payment of dividends or distributions, or as to the
distribution  of  assets  upon  any  voluntary  or  involuntary  liquidation  or
dissolution  of such  person,  over Equity  Interests of any other class of such
Person.

     "Public Equity Offering" means, with respect to any Person, an underwritten
public  offering  by such Person of some or all of its Equity  Interests  (other
than Disqualified Equity Interests),  the net proceeds of which (after deducting
any underwriting discounts and commissions) exceed $10,000,000.

     "Qualified  Equity  Interests"  of any  Person  means  any and  all  Equity
Interests of such Person other than Disqualified Equity Interests.

     "Restricted  Subsidiary"  means  a  Subsidiary of the Company other than an
Unrestricted Subsidiary.

     "Sale and Leaseback Transaction" means any transaction or series of related
transactions  pursuant to which the Company or a Restricted  Subsidiary sells or
transfers  any property or asset in connection  with the leasing,  or the resale
against  installment  payments,  of such  property  or  asset to the  seller  or
transferor.


                                      S-43




     "Stated  Maturity,"  when  used with  respect  to any  Indebtedness  or any
installment of interest  thereon,  means the date specified in such Indebtedness
as the  fixed  date  on  which  the  principal  of  such  Indebtedness  or  such
installment of interest is due and payable.

     "Subordinated  Indebtedness"  means  Indebtedness  of  the  Company  or any
Guarantor subordinated in right of payment to the Notes or any Guarantee, as the
case may be.

     "Subsidiary"  means any Person a majority  of the equity  ownership  or the
Voting  Stock of which is at the time  owned,  directly  or  indirectly,  by the
Company or by one or more other Subsidiaries,  or by the Company and one or more
other Subsidiaries.

     "Temporary  Cash  Investments"  means  (i) any  evidence  of  Indebtedness,
maturing  not more than one year  after the date of  acquisition,  issued by the
United States of America, or an instrumentality or agency thereof and guaranteed
fully as to  principal,  premium,  if any, and interest by the United  States of
America, (ii) any certificate of deposit,  maturing not more than one year after
the date of  acquisition,  issued by, or time deposit of, a  commercial  banking
institution that is a member of the Federal Reserve System and that has combined
capital and surplus and undivided profits of not less than  $500,000,000,  whose
debt has a rating,  at the time as of which any  investment  therein is made, of
"P-1" (or higher) according to Moody's Investors  Service,  Inc.  ("Moody's") or
any successor rating agency or "A-1" (or higher)  according to Standard & Poor's
Rating Group ("S&P") or any successor  rating agency,  (iii)  commercial  paper,
maturing  not more  than one year  after  the date of  acquisition,  issued by a
corporation (other than an Affiliate or Subsidiary of the Company) organized and
existing  under the laws of the United  States of America with a rating,  at the
time as of which any investment  therein is made, of "P-1" (or higher) according
to  Moody's  or "A-1" (or  higher)  according  to S&P and (iv) any money  market
deposit accounts issued or offered by a domestic  commercial bank having capital
and surplus in excess of $500,000,000.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

     "Unrestricted  Subsidiary"  means (i) any Subsidiary of the Company that at
the time of determination shall be an Unrestricted  Subsidiary (as designated by
the  Board  of  Directors  of the  Company,  as  provided  below)  and  (ii) any
Subsidiary of an Unrestricted Subsidiary.  The Board of Directors of the Company
may designate any  Subsidiary of the Company  (including  any newly  acquired or
newly  formed  Subsidiary)  to be an  Unrestricted  Subsidiary  if  all  of  the
following  conditions  apply:  (a) such  Subsidiary  is not liable,  directly or
indirectly,  with respect to any Indebtedness other than Unrestricted Subsidiary
Indebtedness  and (b) any  Investment  in such  Subsidiary  made as a result  of
designating  such  Subsidiary an Unrestricted  Subsidiary  shall not violate the
provisions of the "Certain Covenants -- Limitation on Unrestricted Subsidiaries"
covenant. Any such designation by the Board of Directors of the Company shall be
evidenced  to the Trustee by filing with the Trustee a Board  resolution  giving
effect to such  designation  and an officers'  certificate  certifying that such
designation  complies with the foregoing  conditions.  The Board of Directors of
the  Company  may  designate  any   Unrestricted   Subsidiary  as  a  Restricted
Subsidiary;  provided that immediately  after giving effect to such designation,
the Company could incur $1.00 of additional  Indebtedness  (other than Permitted
Indebtedness)  pursuant to the  restrictions  under the  "Certain  Covenants  --
Limitation on Indebtedness" covenant. Cresap Enterprises, Inc., KDSM, Inc., KDSM
Licensee, Inc. and the Trust are Unrestricted Subsidiaries.

     "Unrestricted Subsidiary Indebtedness" of any Unrestricted Subsidiary means
Indebtedness of such Unrestricted Subsidiary (i) as to which neither the Company
nor any Restricted Subsidiary is directly or indirectly liable (by virtue of the
Company  or any  such  Restricted  Subsidiary  being  the  primary  obligor  on,
guarantor of, or otherwise liable in any respect to, such Indebtedness),  except
Guaranteed Debt of the Company or any Restricted Subsidiary to any Affiliate, in
which  case  (unless  the  incurrence  of such  Guaranteed  Debt  resulted  in a
Restricted  Payment at the time of  incurrence)  the Company  shall be deemed to
have  made a  Restricted  Payment  equal  to the  principal  amount  of any such
Indebtedness  to the extent  guaranteed at the time such Affiliate is designated
an Unrestricted Subsidiary and (ii) which, upon the occurrence of a default with
respect thereto, does not result in, or permit any holder of any Indebtedness of
the  Company  or any  Restricted  Subsidiary  to  declare,  a  default  on  such
Indebtedness  of the Company or any  Restricted  Subsidiary or cause the payment
thereof to be accelerated or payable prior to its Stated Maturity.


                                      S-44




     "Voting  Stock"  means stock of the class or classes  pursuant to which the
holders  thereof have the general voting power under ordinary  circumstances  to
elect at least a majority of the board of  directors,  managers or trustees of a
corporation (irrespective of whether or not at the time stock of any other class
or classes  shall have or might have voting power by reason of the  happening of
any contingency).

     "Wholly Owned Restricted  Subsidiary" means a Restricted Subsidiary all the
Equity  Interest  of which  is owned by the  Company  or  another  Wholly  Owned
Restricted Subsidiary.  The Wholly Owned Restricted  Subsidiaries of the Company
currently  consist  of  all  the  Company's   Subsidiaries   other  than  Cresap
Enterprises, Inc., KDSM, Inc. and KDSM Licensee, Inc.




                                      S-45




                           DESCRIPTION OF INDEBTEDNESS

     Capitalized  terms  used  herein  without definition have the meaning given
them  in  the  Bank Credit Agreement or the Existing Indentures (as defined), as
the  case  may  be. The terms of other indebtedness of the Company are set forth
in  other  documents  previously  filed  by the Company with the Commission. See
"Available Information."

     The following sets forth the material terms of indebtedness of the Company:


BANK CREDIT AGREEMENT

     On May  20,  1997,  the  Company  amended  and  restated  the  Bank  Credit
Agreement.  The terms of the Bank Credit  Agreement  as amended and restated are
summarized  below.  The  summary set forth below does not purport to be complete
and is qualified in its  entirety by  reference  to the  provisions  of the Bank
Credit Agreement,  a copy of which is incorporated by reference as an exhibit to
the Registration Statement of which this Prospectus Supplement is a part.

     The Bank Credit Agreement is comprised of two components, consisting of (i)
the $675 million  Revolving  Credit Facility and (ii) the $325 million term loan
(the "Tranche A Term Loan").  An additional term loan (the "Tranche C Term Loan"
and,  together with the Tranche A Term Loan,  the "Term Loans") in the amount of
$400  million  is  available  to the  Company  under the Bank  Credit  Agreement
pursuant to the  Incremental  Facility (as defined) under certain  circumstances
described below. The Company has borrowed no funds with respect to the Tranche C
Term Loan.  The  commitment  under the Revolving  Credit  Facility is subject to
mandatory  quarterly  reductions  to the  following  percentages  of the initial
amount:  97.7% at December  31,  1997,  93.3% at  December  31,  1998,  88.6% at
December 31, 1999,  76.6% at December 31, 2000,  and 58.1% at December 31, 2004.
The  Tranche  A Term Loan is  required  to be  repaid  by the  Company  in equal
quarterly  installments beginning September 30, 1997 with the quarterly payments
escalating annually through the final maturity date of December 31, 2004.

     The  Company  is  entitled  to prepay  the  outstanding  amounts  under the
Revolving  Credit  Facility  and the Term Loans  subject  to certain  prepayment
conditions  and  certain  notice  provisions  at any time and from time to time.
Partial  prepayments  of the Term  Loans are  applied  in the  inverse  order of
maturity to the  outstanding  loans on a pro rata basis.  Prepaid amounts of the
Term Loans may not be reborrowed. In addition, the Company is required to pay an
amount  equal to (i) 100% of the net  proceeds in excess of $5 million  from the
sale of assets  (other than in the ordinary  course of business) not used within
270 days unless the Company has a contract to reinvest  the  proceeds  within 90
days of the 270 days, (ii) insurance  recoveries and  condemnation  proceeds not
used for permitted uses within 270 days, (iii) 80% of Equity  Issuances,  net of
prior approved uses and certain other exclusions not used within 270 days unless
the Company has a contract to reinvest  the  proceeds  within 90 days of the 270
days, and (iv) 50% of Excess Cash Flow so long as Total Debt/Adjusted  EBITDA is
greater than or equal to 5.0x, to the Banks for application  first to prepay the
Term  Loans,  pro  rata in  inverse  order  of  maturity,  and  then  to  prepay
outstanding  amounts under the Revolving  Credit  Facility with a  corresponding
reduction in commitment.

     In addition to the Revolving  Credit  Facility and the Tranche A Term Loan,
the Bank Credit Agreement provides that the Banks may, but are not obligated to,
loan the Company up to an additional $400 million (the  "Incremental  Facility")
at any time prior to September 29, 1998 pursuant to the Tranche C Term Loan. The
Tranche C Term Loan, if agreed to by the Agent and funded by the Banks, would be
in the form of a senior secured standby multiple draw term loan. The Incremental
Facility  would be available to fund the  acquisition  of WSYX and certain other
acquisitions  and would be repayable in equal quarterly  installments  beginning
September 30, 1998, with the quarterly payment  escalating  annually through the
final maturity date of December 31, 2004.

     The Company's  obligations under the Bank Credit Agreement are secured by a
pledge of substantially all of the Company's assets,  including the stock of all
of the Company's subsidiaries other than KDSM, Inc., KDSM Licensee, Inc., Cresap
Enterprises,  Inc. and the Trust.  The  subsidiaries  of the Company (other than
KDSM, Inc., KDSM Licensee, Inc., Cresap Enterprises, Inc. and the Trust) as well
as  Gerstell  Development   Corporation,   Keyser  Investment  Group,  Inc.  and
Cunningham Communications (each a "Stockholder Affiliate"),  have guaranteed the
obligations of the Company. In addition, all subsidiaries of the Company (other


                                      S-46




than  Cresap  Enterprises,  Inc., KDSM, Inc., KDSM Licensee, Inc. and the Trust)
have  pledged,  to the extent permitted by law, all of their assets to the Banks
and   Gerstell  Development  Corporation,  Keyser  Investment  Group,  Inc.  and
Cunningham Communications have pledged certain real property to the Banks.

     The Company has caused the FCC license for each television  station (to the
extent such license has been  transferred  or acquired) or the option to acquire
such licenses to be held in a  single-purpose  entity  utilized  solely for such
purpose (the "TV License  Subsidiaries")  with the  exception of the options for
WTTV  and  WTTK in the  Indianapolis  DMA,  both of  which  are held by a single
entity.  The TV License  Subsidiaries are in all instances owned by wholly-owned
indirect subsidiaries of the Company.  Additionally,  the Company has caused the
FCC  licenses of the radio  stations in each local market to be held by separate
single  purpose  entities  utilized  solely for that purpose (the "Radio License
Subsidiaries").  The Radio License  Subsidiaries  are in all instances  owned by
wholly-owned indirect subsidiaries of the Company.

     Interest on amounts drawn under the Bank Credit Agreement is, at the option
of Company, equal to (i) the London Interbank Offered Rate plus a margin of .50%
to 1.875% for the Revolving  Credit Facility and for the Tranche A Term Loan, or
(ii) the Base Rate,  which equals the higher of the Federal  Funds Rate plus 1/2
of 1% or the  Prime  Rate of  Chase,  plus a  margin  of zero to  .625%  for the
Revolving Credit Facility and the Tranche A Term Loan. The Company must maintain
interest  rate  hedging  arrangements  or  instruments  for at least  60% of the
principal amount of the facilities until May 20, 1999.

     The Bank Credit Agreement contains a number of covenants which restrict the
operations  of the Company and its  subsidiaries,  including the ability to: (i)
merge, consolidate,  acquire or sell assets; (ii) create additional indebtedness
or liens; (iii) pay dividends;  and (iv) enter into certain arrangements with or
investments in affiliates.  The Company and its subsidiaries are also prohibited
under the Bank  Credit  Agreement  from  incurring  obligations  relating to the
acquisition  of  programming  if,  as a  result  of such  acquisition,  the cash
payments  on such  programming  exceed  specified  amounts set forth in the Bank
Credit Agreement.

     In addition, the Company must comply with certain other financial covenants
in the Bank Credit  Agreement which include:  (i) Fixed Charges Ratio of no less
than 1.05 to 1 at any time; (ii) Interest  Coverage Ratio of no less than 1.8 to
1 from the  Restatement  Effective Date to December 30, 1998 and increasing each
fiscal  year to 2.20 to 1 from  December  31, 2000 and  thereafter;  and (iii) a
Senior Indebtedness Ratio of no greater than 5.0x from the Restatement Effective
Date declining to 4.0x by December 31, 2001 and at all times thereafter and (iv)
a Total  Indebtedness  Ratio of no greater  than 6.75 to 1 from the  Restatement
Effective  Date  declining  to 6.50 to 1 on  December  31,  1997 and  thereafter
declining  over  time  to  4.00  to 1 by  December  31,  2001  and at all  times
thereafter.

     The  Events of  Default  under the Bank  Credit  Agreement  include,  among
others:  (i) the failure to pay  principal,  interest or other amounts when due;
(ii) the making of untrue  representations and warranties in connection with the
Bank Credit Agreement; (iii) a default by the Company or the subsidiaries in the
performance  of its  obligations  under the Bank  Credit  Agreement  or  certain
related security documents; (iv) certain events of insolvency or bankruptcy, (v)
the   rendering  of  certain  money   judgments   against  the  Company  or  its
subsidiaries;  (vi) the  incurrence  of certain  liabilities  to  certain  plans
governed by the Employee  Retirement Income Security Act of 1974; (vii) a change
of control or ownership of the Company or its subsidiaries;  (viii) the security
documents being terminated and ceasing to be in full force and effect;  (ix) any
broadcast  license  (other  than  a  non-material   license)  being  terminated,
forfeited or revoked or failing to be renewed for any reason  whatsoever  or for
any  reason a  subsidiary  shall at any time  cease to be a  licensee  under any
broadcast license (other than a non-material  broadcast license); (x) any LMA or
options to acquire  License Assets being  terminated for any reason  whatsoever;
(xi) any amendment, modification,  supplement or waiver of the provisions of the
Indenture without the prior written consent of the majority lenders; and (xii) a
payment default on any other indebtedness of the Company if the principal amount
of such indebtedness exceeds $5 million.

EXISTING NOTES UNDER EXISTING INDENTURES

     The company has issued and  outstanding  indebtedness  pursuant to the 1993
Notes, the 10% Senior  Subordinated Notes due 2005 (the "1995 Notes") and the 9%
Senior  Subordinated  Notes due 2007 (the "1997  Notes," and,  together with the
1993 Notes and the 1995 Notes, the "Existing Notes"). The Existing


                                      S-47




Notes were issued under Indentures dated December 9, 1993 (as amended,  modified
or  supplemented  from time to time the "1993  Indenture"),  August 28, 1995 (as
amended,  modified or supplemented  from time to time, the "1995 Indenture") and
July 2, 1997 (as amended,  modified or supplemented from time to time, the "1997
Indenture"  and together  with the 1993  Indenture and the 1995  Indenture,  the
"Existing  Indentures").  Pursuant to the terms of the Existing Indentures,  the
Existing Notes are guaranteed,  jointly and severally,  on a senior subordinated
unsecured basis by all of the  Subsidiaries,  except Cresap  Enterprises,  Inc.,
KDSM, Inc., KDSM Licensee, Inc. and the Trust.

     The 1993 Notes  mature on  December  15,  2003,  the 1995  Notes  mature on
September 30, 2005 and the 1997 Notes mature on July 15, 2007, and are unsecured
senior subordinated  obligations of the Company.  The 1993 Indenture limited the
aggregate  principal  amount  of the 1993  Notes  to  $200.0  million,  the 1995
Indenture  limited the  aggregate  principal  amount of the 1995 Notes to $300.0
million and the 1997  Indenture  limited the aggregate  principal  amount of the
1997 Notes to $200.0  million.  The 1993 Notes bear  interest at the rate of 10%
per annum  payable  semi-annually  on June 15 and December 15 of each year,  the
1995 Notes bear  interest at a rate of 10% per annum  payable  semi-annually  on
September  30 and March 30 of each year and the 1997  Notes bear  interest  at a
rate of 9% per annum  payable  semi-annually  on  January 15 and July 15 of each
year.

     The Company  issued  $200.0  million of the 1993 Notes on December 9, 1993.
$100.0 million of these Notes were subsequently redeemed by the Company in March
1994 with  proceeds  from the sale of the original 1993 Notes that had been held
in escrow pending their expected use in connection with certain  acquisitions of
the Company that were instead  financed  through  drawings under the Bank Credit
Agreement.  As of the date  hereof,  $100.0  million  of the 1993  Notes  remain
outstanding.  The Company  issued $300.0 million of the 1995 Notes on August 28,
1995 and  $200.0  million  of the 1997  Notes  on July 2,  1997.  As of the date
hereof,  $300.0 million of the 1995 Notes remain  outstanding and $200.0 million
of the 1997 Notes remain outstanding.

     The 1993 Notes are  redeemable in whole or in part prior to maturity at the
option of the Company on or after December 15, 1998 at certain redemption prices
specified in the 1993  Indenture.  The 1995 Notes are  redeemable in whole or in
part prior to maturity at the option of the  Company on or after  September  30,
2000 at certain  redemption  prices  specified in the 1995  Indenture.  The 1997
Notes are  redeemable in whole or in part prior to maturity at the option of the
Company on or after July 15, 2002 at certain  redemption prices specified in the
1997 Indenture.

     The   Company   has   commenced   the  Tender  Offer  and  related  consent
solicitation  for  all of the 1993 Notes. See "Summary -- Recent Developments --
The Tender Offer."

     The Existing  Notes are general  unsecured  obligations  of the Company and
subordinated in right of payment to all Senior  Indebtedness  (as defined in the
Existing  Indentures),  including all indebtedness of the Company under the Bank
Credit Agreement.

     Upon a Change of Control  (as  defined in the  Existing  Indentures),  each
holder of the  Existing  Notes  will have the right to  require  the  Company to
repurchase  such  holder's  Existing  Notes  at a  price  equal  to  101% of the
principal amount plus accrued interest through the date of repurchase.  A Change
of  Control  will also  result  in an event of  default  under  the Bank  Credit
Agreement and could result in an acceleration of the indebtedness under the Bank
Credit Agreement.  See "-- Bank Credit Agreement." In addition, the Company will
be obligated to offer to repurchase  Existing  Notes at 100% of their  principal
amount plus  accrued  interest  through the date of  repurchase  in the event of
certain asset sales.

     The Existing  Indentures include covenants that impose certain  limitations
on the ability of the Company and its  Restricted  Subsidiaries  to, among other
things,  incur  additional  indebtedness,  pay  dividends or make certain  other
restricted  payments,   consummate  certain  asset  sales,  enter  into  certain
transactions with affiliates, incur indebtedness that is subordinate in right to
the  payment of any senior  debt and senior in right of payment to the  Existing
Notes,  incur  liens,  impose  restrictions  on the  ability  of  the  Company's
Subsidiaries  to pay dividends or make any payments to the Company,  or merge or
consolidate with any other person or sell, assign,  transfer,  lease, convey, or
otherwise dispose of all or substantially all of the assets of the Company.  See
"Risk  Factors  --  Restrictions  Imposed  by  Terms  of  Indebtedness"  in  the
accompanying Prospectus.


                                      S-48




                                  UNDERWRITING


     Under the terms and subject to the conditions  contained in an underwriting
agreement (the "Underwriting  Agreement"),  each of the underwriters named below
(the "Underwriters") has agreed, severally and not jointly, to purchase from the
Company  the  principal  amount  of Notes set  forth  opposite  the name of such
Underwriter below:


                                                      PRINCIPAL
                                                       AMOUNT
               UNDERWRITERS                           OF NOTES
               ------------                         -------------
               Salomon Brothers Inc   ......        $187,500,000
               Chase Securities Inc.  ......        $ 62,500,000
                                                    -------------
                Total  .....................        $250,000,000
                                                    =============


     The   Underwriting   Agreement   provides  that  the   obligations  of  the
Underwriters  to pay for and accept  delivery  of the Notes  offered  hereby are
subject to the approval of certain legal matters by counsel and to certain other
conditions.  The  Underwriters  will be obligated to take and pay for all of the
Notes offered hereby if any of such Notes are purchased.

     The  Underwriters  initially  propose  to offer  part of the Notes  offered
hereby  directly  to the  public at the public  offering  price set forth on the
cover page of this Prospectus Supplement and part of the Notes offered hereby to
certain dealers at a price which  represents a concession not in excess of 0.50%
of the principal amount per Note under the price to the public. The Underwriters
may allow, and such dealers may reallow,  a concession not in excess of 0.25% of
the principal amount per Note to certain other dealers.  After the Offering, the
public offering price and such concessions may be changed by the Underwriters.

     The  Company  and the  Underwriters  have  agreed to  indemnify  each other
against certain liabilities, including liabilities under the Securities Act.

     In the  Underwriting  Agreement,  subject to the  conditions  thereof,  the
Company and the  Guarantors  have agreed that for a period of 150 days after the
date of this Prospectus Supplement,  they will not, without the prior consent of
Salomon Brothers Inc, on behalf of the Underwriters, issue, offer to sell, sell,
grant any option for the sale of, or  otherwise  dispose of any debt  securities
(other than any debt under the Bank Credit Agreement), other than the Notes.

     In connection with this Offering,  certain  Underwriters  and selling group
members  and  their  respective  affiliates  may  engage  in  transactions  that
stabilize,  maintain or  otherwise  affect the market  price of the Notes.  Such
transactions may include stabilization  transactions effected in accordance with
Rule 104 of Regulation M, pursuant to which such persons may bid for or purchase
Notes for the purpose of stabilizing  their market price. The Underwriters  also
may create a short position for the account of the  Underwriters by selling more
Notes in  connection  with the Offering than they are committed to purchase from
the Company,  and in such case may purchase  Notes in the open market  following
completion of the Offering to cover such short position. Any of the transactions
described in this  paragraph may result in the  maintenance  of the price of the
Notes at a level above that which might  otherwise  prevail in the open  market.
None of the transactions  described in this paragraph is required,  and, if they
are undertaken, they may be discontinued at any time.

     Chase  Securities Inc. is an affiliate of The Chase Manhattan Bank which is
agent bank and a lender to the  Company  under the Bank  Credit  Agreement.  The
Chase  Manhattan Bank will receive its  proportionate  share of any repayment by
the  Company of amounts  outstanding  under the Bank Credit  Agreement  from the
proceeds of the sale of the Notes.

     Salomon Brothers Inc, Chase Securities Inc. and their respective affiliates
have from time to time performed various  investment banking and other financing
services for the Company and its affiliates and have received  customary fees in
respect of such services.


                                      S-49




     The Company has been advised by the Underwriters that they currently intend
to make a market in the Notes.  However,  such  entities are not obligated to do
so, and any market  making may be  discontinued  at any time without any notice.
There can be no assurance as to whether an active  trading  market for the Notes
will develop.


                                  LEGAL MATTERS

     Certain matters will be passed upon for the  Underwriters by Fried,  Frank,
Harris, Shriver & Jacobson (a partnership including professional  corporations),
New York,  New York.  See "Legal  Matters" in the  accompanying  Prospectus  for
information regarding legal matters to be passed upon for the Company.




                                      S-50



P R O S P E C T U S

                                 $1,000,000,000


                                      [SBG
                            SINCLAIR BROADCAST GROUP
                                      LOGO]


                              CLASS A COMMON STOCK

                                 DEBT SECURITIES
                                 PREFERRED STOCK
                                -----------------

     Sinclair Broadcast Group, Inc.  ("Sinclair" or the "Company") may from time
to time offer,  together or separately,  its (i) Class A Common Stock, par value
$.01 per share (the "Class A Common  Stock"),  (ii) debt  securities  (the "Debt
Securities")  which may be either  senior  debt  securities  (the  "Senior  Debt
Securities")  or  subordinated   debt   securities   (the   "Subordinated   Debt
Securities")  and (iii) shares of its preferred  stock, par value $.01 per share
(the "Preferred  Stock"), in amounts, at prices and on terms to be determined at
the time of the offering.  The Class A Common Stock, the Debt Securities and the
Preferred Stock are collectively called the "Securities."

     The Securities  offered pursuant to this Prospectus may be issued in one or
more series or  issuances  and will be limited to  $1,000,000,000  in  aggregate
initial  public  offering  price.  Certain  specific  terms  of  the  particular
Securities in respect of which this  Prospectus is being  delivered  will be set
forth in the Prospectus Supplement, including, where applicable, (i) in the case
of  Debt  Securities,  the  specific  title,  aggregate  principal  amount,  the
denomination, maturity, premium, if any, the interest, if any (which may be at a
fixed or variable rate), the time and method of calculating payment of interest,
if any,  the  place or  places  where  principal  of (and  premium,  if any) and
interest,  if any,  on such  Debt  Securities  will be  payable,  any  terms  of
redemption  at the  option  of the  Company  or the  holder,  any  sinking  fund
provisions,  terms for any conversion into Class A Common Stock, guarantees,  if
any,  the  initial  public  offering  price,  listing  (if any) on a  securities
exchange or quotation (if any) on an automated  quotation system,  acceleration,
if any,  and other terms and (ii) in the case of Preferred  Stock,  the specific
title,  the aggregate  number of shares  offered,  any dividend  (including  the
method of calculating payment of dividends), liquidation, redemption, voting and
other rights, any terms for any conversion or exchange into Class A Common Stock
or Debt  Securities,  the initial public offering  price,  listing (if any) on a
securities  exchange or quotation (if any) on an automated  quotation system and
other terms.  If so  specified in the  applicable  Prospectus  Supplement,  Debt
Securities  of a series  may be issued in whole or in part in the form of one or
more temporary or permanent global securities.

     Unless  otherwise  specified  in a Prospectus  Supplement,  the Senior Debt
Securities,  when issued, will be unsecured and will rank equally with all other
unsecured and unsubordinated  indebtedness of the Company. The Subordinated Debt
Securities,  when issued, will be subordinated in right of payment to all Senior
Indebtedness  (as  defined  in  the  applicable  Prospectus  Supplement)  of the
Company.  Debt  Securities  may be  guaranteed  to the extent  specified  in the
applicable  Prospectus  Supplement (the "Guarantees") by certain subsidiaries of
the Company specified in the Prospectus Supplement (the "Guarantors").

     The  Securities  will be sold directly,  through  agents,  underwriters  or
dealers  as  designated  from time to time,  or  through a  combination  of such
methods. If agents of the Company or any dealers or underwriters are involved in
the  sale of the  Securities  in  respect  of  which  this  Prospectus  is being
delivered,  the names of such agents, dealers or underwriters and any applicable
commissions  or  discounts  will be set forth in or may be  calculated  from the
Prospectus   Supplement   with  respect  to  such   Securities.   See  "Plan  of
Distribution" for possible indemnification arrangements with agents, dealers and
underwriters.

     This  Prospectus may not be used to consummate  sales of Securities  unless
accompanied  by  a  Prospectus  Supplement  relating  to  such  Securities.  Any
statement  contained  in  this  Prospectus  will be  deemed  to be  modified  or
superseded by any inconsistent statement contained in an accompanying Prospectus
Supplement.

     The  Prospectus  Supplement  will  contain  information  concerning certain
United States federal income tax considerations, if applicable to the Securities
offered.
                                -----------------
     SEE  "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT  SHOULD  BE  CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED
HEREBY.
                                -----------------
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI-
     TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
        UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
                  TION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                The date of this Prospectus is December 12, 1997








                              AVAILABLE INFORMATION

     The Company is subject to the  information  requirements  of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements and other information filed by the Company with the Commission can be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549,  and at the following  regional  offices of the Commission:  75 Park
Place,  Room 1228, New York, New York 10007 and 500 West Madison  Street,  Suite
1400, Chicago,  Illinois 60621. Copies of such material may be obtained from the
Public Reference Section of the Commission,  450 Fifth Street, N.W., Washington,
D.C.  at  prescribed  rates.  Such  reports  and other  information  can also be
reviewed  through the  Commission's  Electronic  Data Gathering,  Analysis,  and
Retrieval System  ("EDGAR") which is publicly  available though the Commission's
Web site (http:// www.sec.gov).  In addition, the Company's Class A Common Stock
is listed on the Nasdaq Stock  Market's  National  Market  System,  and material
filed by the Company can be inspected at the offices of the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

     The Company has filed a  Registration  Statement on Form S-3 (together with
all amendments  thereto,  the  "Registration  Statement") with the Commission in
Washington,  D.C., in accordance  with the  provisions of the  Securities Act of
1933, as amended (the "Securities  Act"), with respect to the Securities offered
hereby.  As  permitted  by the rules and  regulations  of the  Commission,  this
Prospectus and any accompanying  Prospectus Supplement do not contain all of the
information  contained  in the  Registration  Statement  and  the  exhibits  and
schedules  thereto.   Statements   contained  herein  and  in  any  accompanying
Prospectus  Supplement  concerning  the  provisions of any document  filed as an
exhibit to the Registration Statement or otherwise filed with the Commission are
not necessarily complete,  and in each instance reference is made to the copy of
the document so filed.  Each such statement is qualified in its entirety by such
reference.  The Registration Statement and the exhibits thereto may be inspected
without  charge at the offices of the  Commission or on EDGAR or copies  thereof
may be obtained at  prescribed  rates from the Public  Reference  Section of the
Commission at the address set forth above.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents filed by the Company with the Commission  pursuant
to  Sections  13(a) and 15(d) of the  Exchange  Act are  incorporated  hereby by
reference:

     (a)  The Company's  Annual Report on Form 10-K for the year ended  December
          31, 1996 (as  amended),  together  with the report of Arthur  Andersen
          LLP, independent certified public accountants;

     (b)  The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          March 31, 1997, June 30, 1997 and September 30, 1997; and

     (c)  The Company's Current Reports on Form 8-K and Form 8-K/A filed May 10,
          1996,  May 13,  1996,  May 17, 1996,  May 29,  1996,  August 30, 1996,
          September 5, 1996, August 26, 1997, August 29, 1997,  October 8, 1997,
          December 5, 1997 and December 12, 1997.

     All documents filed by the Company  pursuant to Sections  13(a),  13(c), 14
and 15(d) of the  Exchange Act  subsequent  to the date of this  Prospectus  and
prior to termination  of the offering of the Securities  offered hereby shall be
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the date of filing of such  documents.  Any  statement  contained in
this  Prospectus or in a document  incorporated  or deemed to be incorporated by
reference in this  Prospectus  will be deemed to be modified or  superseded  for
purposes of this Prospectus to the extent that a statement  contained  herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein or in any  accompanying  Prospectus  Supplement  modifies or
supersedes such statement. Any such statement so modified or superseded will not
be deemed,  except as so modified or  superseded,  to  constitute a part of this
Prospectus.


                                        1




     As used herein,  the terms  "Prospectus" and "herein" mean this Prospectus,
including  the documents  incorporated  or deemed to be  incorporated  herein by
reference,  as the same may be amended,  supplemented or otherwise modified from
time to time.  Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where  reference is made to the particular  provisions of such contract or other
document,  such  provisions are qualified in all respects by reference to all of
the provisions of such contract or other document.

     A copy of any and all of the  documents  incorporated  herein by  reference
(other than  exhibits  unless such  exhibits are  specifically  incorporated  by
reference into any such document) will be provided  without charge to any person
to whom a copy of this Prospectus is delivered, upon written or oral request.
Requests should be directed to:

                              Patrick J. Talamantes
                         Sinclair Broadcast Group, Inc.
                               2000 W. 41st Street
                            Baltimore, Maryland 21211

     CERTAIN  PERSONS  PARTICIPATING  IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OFFERED
HEREBY.  SUCH TRANSACTIONS MAY INCLUDE  STABILIZING,  THE PURCHASE OF SECURITIES
OFFERED HEREBY TO COVER  SYNDICATE SHORT POSITIONS AND THE IMPOSITION OF PENALTY
BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

     IN CONNECTION WITH THE OFFERING OF SECURITIES  PURSUANT TO THIS PROSPECTUS,
THE  UNDERWRITERS  AND SELLING GROUP MEMBERS MAY ENGAGE IN PASSIVE MARKET MAKING
TRANSACTIONS  IN THE SECURITIES ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH
RULE 103 OF REGULATION M UNDER THE EXCHANGE ACT. SEE "PLAN OF DISTRIBUTION."


                                        2




     Unless the context otherwise  indicates,  as used herein,  the "Company" or
"Sinclair"  means  Sinclair  Broadcast  Group,  Inc. and its direct and indirect
wholly-owned subsidiaries (collectively, the "Subsidiaries").


                                   THE COMPANY

     The Company is a  diversified  broadcasting  company  that owns or provides
programming  services  to more  television  stations  than any other  commercial
broadcasting  group in the United States. The Company currently owns or provides
programming  services  pursuant  to  Local  Marketing  Agreements  (LMAs)  to 29
television  stations,  has  pending  acquisitions  of 11  additional  television
stations,  and has pending  acquisitions of the rights to provide programming to
five additional television stations.  The Company believes it is also one of the
top ten radio groups in the United States,  when measured by the total number of
radio stations owned or programmed pursuant to LMAs by the Company.  The Company
owns or programs  pursuant to LMAs 30 radio  stations,  two of which the Company
has options to acquire,  has pending  acquisitions  of 37 radio stations and has
options to acquire two additional  radio stations.  The Company has entered into
an agreement to sell or exchange four of the radio stations it currently owns or
programs  and the  prospective  buyer of three of the radio  stations  currently
programs such stations pursuant to an LMA.

     The  Company  is a  Maryland  corporation  formed  in 1986.  The  Company's
principal  offices are  located at 2000 West 41st  Street,  Baltimore,  Maryland
21211, and its telephone number is (410) 467-5005.


                                  RISK FACTORS

     In addition to the other information contained or incorporated by reference
in this Prospectus,  prospective investors should review carefully the following
risks concerning the Company,  the Securities and the broadcast  industry before
purchasing the Securities offered hereby.


SUBSTANTIAL LEVERAGE AND PREFERRED STOCK OUTSTANDING

     The Company has consolidated  indebtedness  that is substantial in relation
to its total  stockholders'  equity.  As of September 30, 1997,  the Company had
outstanding   long-term   indebtedness   (including  current   installments)  of
approximately $939.2 million. In addition,  Sinclair Capital, a subsidiary trust
of the Company (the "Trust"),  had issued and outstanding $200 million aggregate
liquidation amount of 11 5/8% High Yield Trust Offered Preferred Securities (the
"Preferred   Securities"),   which  are  ultimately  backed  by  $206.2  million
liquidation amount of Series C Preferred Stock, par value $.01 per share, of the
Company (the "Series C Preferred Stock") each of which must be redeemed in 2009.
The Company may borrow additional  amounts under a bank credit facility governed
by an Amended and Restated  Credit  Agreement  dated as of May 20, 1997 with The
Chase  Manhattan  Bank, as agent (as amended from time to time, the "Bank Credit
Agreement"), under which $316.1 million was outstanding as of September 30, 1997
and  expects to do so to finance its pending  acquisitions,  including,  without
limitation,  the acquisition of assets (the "Heritage Acquisition") from certain
subsidiaries of Heritage Media Corporation, Inc. (collectively, "Heritage"), the
acquisition  of 100% of the stock of Lakeland  Group  Television,  Inc.  and the
acquisition, directly or indirectly, of all of the equity interests of Max Media
Properties,  L.L.C.  The Company also had  outstanding  1,085,983  shares of its
Series B Convertible  Preferred  Stock,  par value $.01 per share (the "Series B
Preferred Stock") with an aggregate liquidation  preference of $108.6 million as
of October 1, 1997 and  3,450,000  shares of Series D  Convertible  Exchangeable
Preferred   Stock,   par  value  $.01  per  share  (the  "Series  D  Convertible
Exchangeable  Preferred  Stock") with an  aggregate  liquidation  preference  of
approximately $172.5 million, which is exchangeable at the option of the Company
in certain  circumstances  for  subordinated  debentures  of the Company with an
aggregate principal amount of approximately $172.5 million. The Company also has
significant  program contracts  payable and commitments for future  programming.
Moreover,  subject to the  restrictions  contained in its debt  instruments  and
preferred  stock,  the Company may incur  additional  debt and issue  additional
preferred stock in the future.

     The Company and its Subsidiaries have and will continue to have significant
payment  obligations  relating  to the Bank  Credit  Agreement,  the 10%  Senior
Subordinated  Notes due 2003 (the "1993  Notes"),  the 10%  Senior  Subordinated
Notes due 2005 (the "1995 Notes"), the 9% Senior Subordinated Notes due 2007


                                        3




(the "1997  Notes," and,  together  with the 1993 Notes and the 1995 Notes,  the
"Existing Notes"), and the Preferred Securities, and a significant amount of the
Company's cash flow will be required to service these obligations.  In addition,
the  Company  will be  required  to pay  dividends  on the Series D  Convertible
Exchangeable Preferred Stock, and may be required to pay dividends on the Series
B Convertible  Preferred  Stock in certain  circumstances.  See  "Description of
Capital  Stock -- Existing  Preferred  Stock." The  Company,  on a  consolidated
basis,  reported  interest  expense of $84.3 million for the year ended December
31, 1996. After giving pro forma effect to acquisitions completed by the Company
in 1996,  the  issuance of the  Preferred  Securities,  the issuance of the 1997
Notes, the Heritage Acquisition, and the Company's issuance in September 1997 of
4,345,000  shares (the "Common Stock  Offering")  of Class A Common  Stock,  and
3,450,000  shares of Series D  Convertible  Exchangeable  Preferred  Stock  (the
"Preferred Stock Offering"), as though each occurred on January 1, 1996, and the
use of the net proceeds  therefrom,  the interest  expense and subsidiary  trust
minority  interest expense would have been $162.6 million.  The weighted average
interest  rates on the Company's  indebtedness  under the Bank Credit  Agreement
during the year ended December 31, 1996 was 8.08%.

     The $675 million  revolving credit facility  available to the Company under
the Bank Credit  Agreement is subject to  reductions  (beginning  September  30,
1997),  and will mature on the last  business day of December  2004.  Payment of
portions of the $325 million term loan under the Bank Credit  Agreement began on
September  30, 1997 and the term loan must be fully repaid by December 31, 2004.
The 1993 Notes mature in 2003,  the 1995 Notes mature in 2005 and the 1997 Notes
mature in 2007. The Series C Preferred Stock must be redeemed in 2009.  Required
repayment of indebtedness of the Company totaling  approximately  $939.2 million
will occur at various dates through July 15, 2007.

     The Company's  current and future debt service  obligations and obligations
to make  distributions  on and to redeem  preferred  stock  could  have  adverse
consequences  to holders of the  Securities,  including the  following:  (i) the
Company's  ability to obtain  financing  for  future  working  capital  needs or
additional  acquisitions  or other  purposes may be limited;  (ii) a substantial
portion of the  Company's  cash flow from  operations  will be  dedicated to the
payment of principal and interest on its  indebtedness  and payments  related to
the Preferred Securities, thereby reducing funds available for operations; (iii)
the Company  may be  vulnerable  to changes in  interest  rates under its credit
facilities;  and (iv) the Company  may be more  vulnerable  to adverse  economic
conditions  than less  leveraged  competitors  and,  thus, may be limited in its
ability to withstand competitive pressures.  If the Company is unable to service
or refinance its indebtedness or preferred stock, it may be required to sell one
or more of its stations to reduce debt service obligations.

     The  Company  expects to be able to satisfy  its future  debt  service  and
dividend and other payment obligations and other commitments with cash flow from
operations.  However, there can be no assurance that the future cash flow of the
Company will be  sufficient to meet such  obligations  and  commitments.  If the
Company is unable to generate sufficient cash flow from operations in the future
to  service  its  indebtedness  and to meet  its  other  commitments,  it may be
required to refinance all or a portion of its existing indebtedness or to obtain
additional  financing.  There can be no assurance  that any such  refinancing or
additional  financing  could be obtained on acceptable  terms. If the Company is
unable to service or refinance its indebtedness,  it may be required to sell one
or more of its stations to reduce debt service obligations.


COVENANT RESTRICTIONS ON DIVIDENDS AND REDEMPTION

     Certain covenants under the indentures  relating to the Existing Notes (the
"Existing Indentures"), the Bank Credit Agreement and the Articles Supplementary
relating to the Series C Preferred  Stock  restrict the amount of dividends  and
redemptions  that may be declared and paid by the Company on its capital  stock,
which will include  Preferred Stock offered  pursuant to this Prospectus  unless
otherwise provided in the applicable Prospectus Supplement. Although the Company
presently  believes  it will be able to pay  dividends  on any  Preferred  Stock
offered  hereunder as required,  there can be no assurance that the Company will
be permitted under such restrictions to declare dividends throughout the term of
the  Preferred  Stock.  The  Company may make other  restricted  payments or the
Company's consolidated operating performance may decline,  either of which could
limit the Company's ability to declare divi-


                                        4




dends. In addition,  under the terms of the Bank Credit  Agreement,  the Company
may not be able to pay full cash  dividends on Preferred  Stock  throughout  the
term of any Preferred  Stock unless the Company's Total  Indebtedness  Ratio (as
defined in the Bank Credit Agreement) improves from the Company's pro forma 1996
Total  Indebtedness  Ratio.  The  Company  must  also  satisfy  other  financial
covenants to pay cash dividends under the Bank Credit Agreement.


RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

     The  Existing  Indentures  and the Articles  Supplementary  relating to the
Series C Preferred  Stock  restrict,  among other things,  the Company's and its
Subsidiaries'  (as  defined  in the  Existing  Indentures)  ability to (i) incur
additional  indebtedness,  (ii) pay  dividends,  make certain  other  restricted
payments  or  consummate   certain   asset  sales,   (iii)  enter  into  certain
transactions  with affiliates,  (iv) incur  indebtedness  that is subordinate in
priority  and in right of  payment  to any  senior  debt and  senior in right of
payment to the Existing Notes,  (v) merge or consolidate  with any other person,
or (vi) sell, assign,  transfer,  lease,  convey, or otherwise dispose of all or
substantially  all of the assets of the Company.  In  addition,  the Bank Credit
Agreement  contains  certain  other and more  restrictive  covenants,  including
restrictions  on redemption of capital stock, a limitation on the aggregate size
of future  acquisitions  undertaken  without lender consent,  a requirement that
certain  conditions be satisfied prior to  consummation of future  acquisitions,
and a limitation on the amount of capital expenditures  permitted by the Company
in future years without lender consent.  The Bank Credit Agreement also requires
the  Company to  maintain  specific  financial  ratios  and to  satisfy  certain
financial  condition tests. In addition,  any Debt Securities may have other and
more restrictive covenants. The Company's ability to meet these financial ratios
and financial condition tests can be affected by events beyond its control,  and
there can be no assurance that the Company will meet those tests.  The breach of
any of these covenants could result in a default under the Bank Credit Agreement
and/or the Existing Indentures and/or Debt Securities. In the event of a default
under the Bank Credit Agreement, the Existing Indentures or any Debt Securities,
the lenders and the  noteholders  could seek to declare all amounts  outstanding
under the Bank Credit  Agreement,  the  Existing  Notes or any Debt  Securities,
together with accrued and unpaid interest, to be immediately due and payable. If
the  Company  were  unable to repay those  amounts,  the lenders  under the Bank
Credit Agreement could proceed against the collateral  granted to them to secure
that  indebtedness.  If the indebtedness  under the Bank Credit Agreement or the
Existing Notes were to be accelerated, there can be no assurance that the assets
of the Company would be sufficient  to repay in full that  indebtedness  and the
other  indebtedness of the Company including Debt Securities.  Substantially all
of the assets of the  Company  and its  Subsidiaries  (other  than the assets of
KDSM,  Inc. which  ultimately  back up the Preferred  Securities) are pledged as
security under the Bank Credit Agreement.  The Subsidiaries  (with the exception
of Cresap Enterprises,  Inc., KDSM, Inc. and KDSM Licensee, Inc.) also guarantee
the indebtedness under the Bank Credit Agreement and the Existing Indentures.

     In addition to a pledge of  substantially  all of the assets of the Company
and its Subsidiaries,  the Company's obligations under the Bank Credit Agreement
are secured by mortgages on certain real property assets of certain  non-Company
entities (the  "Stockholder  Affiliates")  owned and controlled by the Company's
current  majority  stockholders  (David D. Smith,  Frederick G. Smith, J. Duncan
Smith and  Robert  E.  Smith,  collectively,  the  "Controlling  Stockholders"),
including  Cunningham   Communications,   Inc.  ("CCI"),   Gerstell  Development
Corporation  ("Gerstell"),  Gerstell Development Limited Partnership  ("Gerstell
LP") and Keyser Investment  Group, Inc. ("KIG").  If the Company were to seek to
replace the Bank Credit Agreement,  there can be no assurance that the assets of
these Stockholder  Affiliates would be available to provide additional  security
under a new credit  agreement,  or that a new credit agreement could be arranged
on terms as favorable as the terms of the Bank Credit Agreement without a pledge
of such Stockholder Affiliates' assets.


SUBORDINATION  OF THE SUBORDINATED  DEBT SECURITIES AND THE RELATED  GUARANTEES;
ASSET ENCUMBRANCES

     The  payment  of  principal  of,  premium,  if  any,  and  interest  on the
Subordinated  Debt  Securities will be subordinated to the prior payment in full
of Senior Indebtedness (as defined in the applicable  Prospectus  Supplement) of
the Company,  which,  unless  specified  otherwise in the applicable  Prospectus
Supplement,  will include,  among other things,  all indebtedness under the Bank
Credit Agreement in-


                                        5




cluding  obligations  under interest rate agreements  related thereto (the "Bank
Interest  Rate  Agreements").  Therefore,  in  the  event  of  the  liquidation,
dissolution,  reorganization,  or any similar proceeding  regarding the Company,
the  assets  of  the  Company  will  be  available  to  pay  obligations  on the
Subordinated  Debt  Securities only after Senior  Indebtedness  has been paid in
full in cash or cash  equivalents or in any other form acceptable to the holders
of Senior  Indebtedness,  and there may not be sufficient  assets to pay amounts
due on all or any of the Subordinated Debt Securities.  In addition, the Company
may not pay  principal  of,  premium,  if any,  interest on or any other amounts
owing in respect of the Subordinated Debt Securities,  make any deposit pursuant
to  defeasance   provisions  or  purchase,   redeem  or  otherwise   retire  the
Subordinated Debt Securities,  if any Designated Senior Indebtedness (as defined
in the Supplemental  Indenture  relating to Subordinated Debt Securities) is not
paid when due or any other default on Designated Senior  Indebtedness occurs and
the maturity of such  indebtedness  is accelerated in accordance  with its terms
unless,  in  either  case,  such  default  has been  cured or  waived,  any such
acceleration  has been rescinded or such  indebtedness  has been repaid in full.
Moreover,  under certain  circumstances,  if any non-payment default exists with
respect to Designated Senior Indebtedness, the Company may not make any payments
on the Subordinated Debt Securities for a specified time, unless such default is
cured or waived,  any  acceleration of such  indebtedness  has been rescinded or
such  indebtedness  has been repaid in full. See "Description of Debt Securities
- --  Subordination."  Unless  otherwise  specified in the  applicable  Prospectus
Supplement,  the Company's  and the  Subsidiaries'  ability to incur  additional
indebtedness  will  also be  restricted  under  the  indenture  relating  to the
Subordinated Debt Securities.

     If Subordinated Debt Securities are guaranteed (the "Guarantees") by all or
some  of  the  Company's  Subsidiaries  (the  "Guarantors"),   unless  otherwise
specified  in  the  applicable  Prospectus  Supplement,  the  Guarantees  by the
Guarantors  will be  subordinated  in right of payment to the  guarantees by the
Guarantors  of  the  Company's  obligations  under  the  Bank  Credit  Agreement
including,  but not  limited to the  obligations  under any Bank  Interest  Rate
Agreement related thereto.

     Unless otherwise  specified in the applicable  Prospectus  Supplement,  the
Debt  Securities  will  not be  secured  by any of  the  Company's  assets.  The
obligations of the Company under the Bank Credit  Agreement  including,  but not
limited to any Bank Interest Rate Agreement, however, are secured, to the extent
permitted by law, by a first priority  security interest in substantially all of
the  Company's  assets,  including  the assets of the  substantially  all of the
Company's Subsidiaries.  Moreover, the Company's obligations under certain other
indebtedness  (the "Founders'  Notes") are secured on a second priority basis by
substantially all of the Company's assets, including the assets of substantially
all of the  Company's  Subsidiaries.  If the  Company  becomes  insolvent  or is
liquidated,  or if payment  under the Bank Credit  Agreement,  any Bank Interest
Rate Agreement or the Founders' Notes is accelerated, the lenders under the Bank
Credit  Agreement,  any Bank  Interest  Rate  Agreement  or the  holders  of the
Founders'  Notes  would be  entitled to exercise  the  remedies  available  to a
secured lender under  applicable law and pursuant to instruments  governing such
indebtedness. Accordingly, such lenders will have a prior claim on the Company's
assets.  In any such event,  because the Debt  Securities will not be secured by
any of the  Company's  assets,  it is  possible  that  there  would be no assets
remaining  from  which  claims of the  holders of the Debt  Securities  could be
satisfied or, if any such assets remained,  such assets might be insufficient to
satisfy  such  claims  fully.   See   "Description   of  Debt   Securities"  and
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations -- Liquidity and Capital  Resources,"  and Notes to the  Consolidated
Financial  Statements  in the  filings  incorporated  by  reference  herein.  In
addition,  KDSM,  Inc.'s 11 5/8% Senior  Debentures  due 2009 (the "KDSM  Senior
Debentures"),  $206.2  million  principal  amount of which is  outstanding,  are
secured by a first priority security interest in the Series C Preferred Stock.


DEPENDENCE UPON OPERATIONS OF SUBSIDIARIES; POSSIBLE INVALIDITY OF GUARANTEES

     The Debt Securities  will be the obligations of the Company.  Substantially
all  of the  Company's  operating  assets  are  held  by  its  Subsidiaries  and
substantially all of its income before provision or benefit for income taxes was
derived from operations of its Subsidiaries. Therefore, the Company's ability to
make interest and principal  payments when due to holders of the Debt Securities
is  dependent,   in  part,  upon  the  receipt  of  sufficient  funds  from  its
Subsidiaries.


                                        6




     To the extent that a court were to find that: (i) any Guarantee of the Debt
Securities was incurred by a Guarantor  with intent to hinder,  delay or defraud
any present or future creditor or the Guarantor  contemplated  insolvency with a
design to prefer one or more  creditors to the  exclusion in whole or in part of
others; or (ii) such Guarantor did not receive fair  consideration or reasonably
equivalent  value  for  issuing  its  Guarantee  and  such  Guarantor:  (a)  was
insolvent;  (b)  was  rendered  insolvent  by  reason  of the  issuance  of such
Guarantee;  (c) was engaged or about to engage in a business or transaction  for
which the remaining  assets of such  Guarantor  constituted  unreasonably  small
capital to carry on its business;  or (d) intended to incur, or believed that it
would  incur,  debts beyond its ability to pay such debts as they  matured,  the
court could avoid or  subordinate  such  Guarantee  in favor of the  Guarantor's
other  creditors.  Among other  things,  a legal  challenge  of a  Guarantee  on
fraudulent conveyance grounds may focus on the benefits, if any, realized by the
Guarantor as a result of the issuance by the Company of the Debt Securities.  To
the extent any Guarantee  were to be avoided as a fraudulent  conveyance or held
unenforceable  for any other reason,  holders of the Debt Securities would cease
to have any claim in respect of such Guarantor and would be creditors  solely of
the  Company  and  any  Guarantor  whose  Guarantee  was  not  avoided  or  held
unenforceable.  In such event,  the claims of the holders of the Debt Securities
against the issuer of an invalid Guarantee would be subject to the prior payment
of all  liabilities of such  Guarantor.  There can be no assurance  that,  after
providing for all prior claims,  there would be sufficient assets to satisfy the
claims of the holders of the Debt Securities relating to any voided Guarantee.


POTENTIAL RELEASE OF GUARANTEES

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  any
Guarantee of a Guarantor, if granted, may be released at any time upon any sale,
exchange  or  transfer  by the  Company  of  the  stock  of  such  Guarantor  or
substantially  all the  assets  of such  Guarantor  to a  non-affiliate.  Unless
otherwise  provided  in  the  applicable   Prospectus   Supplement,   under  the
Indentures,  the  net  cash  proceeds  of any  Asset  Sale  (as  defined  in the
applicable  Prospectus  Supplement)  will  be  required  to be  applied  to  the
repayment of any Senior Indebtedness or to the purchase of properties and assets
for use in the  Company's  businesses  existing on the date of the  Indenture or
reasonably  related  thereto.   Unless  otherwise  provided  in  the  applicable
Prospectus  Supplement,  any Guarantee of any of the Company's  subsidiaries may
also be released at such time as such subsidiary no longer  guarantees any other
debt of the Company.


CONFLICTS OF INTEREST

     In addition to their respective  interests in the Company,  the Controlling
Stockholders have interests in various  non-Company  entities which are involved
in businesses related to the business of the Company,  including,  among others,
the operation of a television station in St. Petersburg,  Florida since 1991 and
a television  station in  Bloomington,  Indiana  since 1990.  In  addition,  the
Company  leases  certain real property and tower space from and engages in other
transactions  with the  Stockholder  Affiliates,  which  are  controlled  by the
Controlling  Stockholders.  Although the Controlling Stockholders have agreed to
divest interests in the Bloomington  station that are attributable to them under
applicable regulations of the Federal Communications Commission (the "FCC"), the
Controlling  Stockholders and the Stockholder  Affiliates may continue to engage
in the  operation  of the St.  Petersburg,  Florida  station  and other  already
existing businesses.  However, under Maryland law, generally a corporate insider
is  precluded  from acting on a business  opportunity  in his or her  individual
capacity if that opportunity is one which the corporation is financially able to
undertake,  is in  the  line  of the  corporation's  business  and of  practical
advantage  to  the  corporation,  and is one in  which  the  corporation  has an
interest or reasonable  expectancy.  Accordingly,  the Controlling  Stockholders
generally  are required to engage in new business  opportunities  of the Company
only  through  the  Company  unless a majority  of the  Company's  disinterested
directors decide under the standards discussed above, that it is not in the best
interests of the Company to pursue such opportunities. Non-Company activities of
the  Controlling  Stockholders  such as those  described  above could,  however,
present  conflicts of interest with the Company in the  allocation of management
time and resources of the Controlling  Stockholders,  a substantial  majority of
which is currently devoted to the business of the Company.


                                        7




     In addition,  there have been and will be transactions  between the Company
and Glencairn, Ltd. (with its subsidiaries, "Glencairn"), a corporation in which
relatives of the  Controlling  Stockholders  beneficially  own a majority of the
equity  interests.  Glencairn is the  owner-operator  and licensee of television
stations WRDC in Raleigh/Durham,  WVTV in Milwaukee,  WNUV in Baltimore, WABM in
Birmingham,    KRRT   in   San   Antonio,   and   WFBC   in   Asheville,   North
Carolina/Greenville/Spartanburg,  South Carolina. The Company has also agreed to
sell the assets  essential for  broadcasting  a television  signal in compliance
with regulatory guidelines ("License Assets") relating to WTTE in Columbus, Ohio
to  Glencairn  and to enter  into an LMA with  Glencairn  pursuant  to which the
Company will provide programming services for this station after the acquisition
of the License  Assets by Glencairn.  See "Business of Sinclair --  Broadcasting
Acquisition  Strategy" in Sinclair's  Form 8-K dated  October 8, 1997,  which is
incorporated  by  reference  herein.  The FCC  has  approved  this  transaction.
However,  the Company does not expect this  transfer to occur unless the Company
acquires the assets of WSYX in Columbus, Ohio.

     Two persons who are  expected to become  directors  of the  Company,  Barry
Baker (who is also  expected to become an executive  officer of the Company) and
Roy F.  Coppedge,  III,  have  direct  and  indirect  interests  in  River  City
Broadcasting,  L.P.  ("River City"),  from which the Company  purchased  certain
assets in 1996 (the "River City Acquisition").  In addition,  in connection with
the River City  Acquisition,  the  Company  has  entered  into  various  ongoing
agreements  with River City,  including  options to acquire assets that were not
acquired at the time of the initial closing of the River City  Acquisition,  and
an LMA  relating  to  stations  for which  River City  continues  to own License
Assets. See "Business -- Broadcasting  Acquisition  Strategy" in Sinclair's Form
8-K dated October 8, 1997,  which is incorporated by reference  herein.  Messrs.
Baker and  Coppedge  were not  officers or  directors of the Company at the time
these  agreements  were entered into,  but, upon their expected  election to the
Board of Directors of the Company and upon Mr. Baker's  expected  appointment as
an executive  officer of the Company,  they may have  conflicts of interest with
respect  to issues  that arise  under any  continuing  agreements  and any other
agreements with River City.

     The  Bank  Credit  Agreement,  the  Existing  Indentures  and the  Articles
Supplementary  relating to the Series C Preferred  Stock  provide  (and the Debt
Securities may provide) that transactions between the Company and its affiliates
must be no less  favorable to the Company than would be available in  comparable
transactions in arm's-length  dealings with an unrelated third party.  Moreover,
the Existing  Indentures  provide (and the Debt Securities may provide) that any
such transactions involving aggregate payments in excess of $1.0 million must be
approved by a majority of the members of the Board of  Directors  of the Company
and the  Company's  independent  directors  (or,  in the event there is only one
independent  director,  by  such  director),  and,  in  the  case  of  any  such
transactions involving aggregate payments in excess of $5.0 million, the Company
is required to obtain an opinion as to the  fairness of the  transaction  to the
Company  from a  financial  point of view  issued by an  investment  banking  or
appraisal firm of national standing.


VOTING RIGHTS;  CONTROL BY  CONTROLLING  STOCKHOLDERS;
POTENTIAL ANTI-TAKEOVER EFFECT OF DISPROPORTIONATE VOTING RIGHTS

     The  Company's  Common Stock has been  divided into two classes,  each with
different voting rights.  The Class A Common Stock entitles a holder to one vote
per share on all matters  submitted to a vote of the  stockholders,  whereas the
Company's  Class B Common  Stock,  par value $.01 per share (the "Class B Common
Stock" and together with the Class A Common Stock, the "Common Stock"),  100% of
which is beneficially owned by the Controlling  Stockholders,  entitles a holder
to  ten  votes  per  share,   except  for  "going  private"  and  certain  other
transactions for which the holder is entitled to one vote per share. The Class A
Common  Stock,  the Class B Common  Stock and the Series B Preferred  Stock vote
together as a single class (except as otherwise may be required by Maryland law)
on all matters submitted to a vote of stockholders,  with each share of Series B
Preferred  Stock entitled to 3.64 votes on all such matters.  Holders of Class B
Common Stock may at any time convert their shares into the same number of shares
of Class A Common Stock and holders of Series B Convertible  Preferred Stock may
at any time convert each share of Series B Convertible Preferred Stock into 3.64
Shares of Class A Common Stock.

     The Controlling  Stockholders own in the aggregate approximately 60% of the
outstanding voting capital stock (including the Series B Preferred Stock) of the
Company and control over 90% of all


                                        8




voting rights  associated  with the Company's  capital stock.  As a result,  any
three of the  Controlling  Stockholders  will be able to elect a majority of the
members of the board of directors of Sinclair and,  thus,  will have the ability
to maintain control over the operations and business of the Company.

     The Controlling  Stockholders  have entered into a stockholders'  agreement
(the "Stockholders' Agreement") pursuant to which they have agreed, for a period
ending in 2005, to vote for each other as  candidates  for election to the board
of  directors  of  Sinclair.  In  addition,  in  connection  with the River City
Acquisition, the Controlling Stockholders and Barry Baker and Boston Ventures IV
Limited Partnership and Boston Ventures IVA Limited  Partnership  (collectively,
"Boston Ventures") have entered into a voting agreement (the "Voting Agreement")
pursuant to which the Controlling  Stockholders  have agreed to vote in favor of
certain specified matters including,  but not limited to, the appointment of Mr.
Baker and Mr. Coppedge (or another designee of Boston Ventures) to the Company's
Board of Directors at such time as they are allowed to become directors pursuant
to FCC rules.  Mr. Baker and Boston  Ventures,  in turn,  have agreed to vote in
favor  of the  reappointment  of each  of the  Controlling  Stockholders  to the
Company's  board of directors.  The Voting  Agreement will remain in effect with
respect to Mr.  Baker for as long as he is a director  of the  Company  and will
remain in effect with  respect to Mr.  Coppedge  (or another  designee of Boston
Ventures) until the first to occur of (a) the later of (i) May 31, 2001 and (ii)
the expiration of the initial five-year term of Mr. Baker's employment agreement
and (b) such time as Boston  Ventures  no longer  owns  directly  or  indirectly
through  its  interest in River City at least  721,115  shares of Class A Common
Stock  (including  shares  that may be obtained  on  conversion  of the Series B
Preferred Stock).  See "Management -- Employment  Agreements" in Sinclair's Form
8-K dated October 8, 1997 incorporated herein by reference.

     The disproportionate  voting rights of the Class B Common Stock relative to
the  Class  A  Common  Stock  and the  Stockholders'  Agreement  and the  Voting
Agreement may make the Company a less  attractive  target for a takeover than it
otherwise  might be or render more  difficult or  discourage a merger  proposal,
tender offer or other  transaction  involving  an actual or potential  change of
control  of the  Company.  In  addition,  the  Company  has the  right  to issue
additional  shares of  preferred  stock the  terms of which  could  make it more
difficult  for a third  party to acquire a majority  of the  outstanding  voting
stock of the Company and accordingly may be used as an anti-takeover device.


DEPENDENCE UPON KEY PERSONNEL; EMPLOYMENT AGREEMENTS WITH KEY PERSONNEL

     The Company  believes that its success will  continue to be dependent  upon
its  ability  to  attract  and  retain  skilled  managers  and other  personnel,
including its present officers,  regional  directors and general  managers.  The
loss of the services of any of the present  officers,  especially  its President
and Chief Executive Officer,  David D. Smith, or Barry Baker, who is currently a
consultant  to the  Company  and is  expected  to  become  President  and  Chief
Executive Officer of Sinclair Communications, Inc. (a wholly owned subsidiary of
the Company that holds all of the broadcast  operations  of the Company,  "SCI")
and  Executive  Vice  President  and a  director  of  the  Company  as  soon  as
permissible  under  FCC  rules,  may  have  a  material  adverse  effect  on the
operations of the Company. Each of the Controlling Stockholders has entered into
an employment  agreement  with the Company,  each of which  terminates  June 12,
1998,  unless renewed for an additional one year period  according to its terms,
and Barry Baker has entered into an  employment  agreement  that  terminates  in
2001.  See  "Management--Employment  Agreements"  in  Sinclair's  Form 8-K dated
October 8, 1997. The Company has key-man life insurance for Mr. Baker,  but does
not  currently  maintain key  personnel  life  insurance on any of its executive
officers.

     Mr.  Baker  is  Chief  Executive  Officer  of  River  City  and  devotes  a
substantial  amount of his  business  time and energies to those  services.  Mr.
Baker cannot be  appointed  as an  executive  officer or director of the Company
until  such time as (i)  either the  Controlling  Stockholders  dispose of their
attributable  interests  (as defined by  applicable  FCC rules) in a  television
station in the  Indianapolis  designated  market  area  ("DMA") or Mr.  Baker no
longer has an attributable  interest in WTTV or WTTK in  Indianapolis;  and (ii)
either the Company disposes of its attributable  interest in WTTE in Columbus or
Mr.  Baker no longer has an  attributable  interest in WSYX in  Columbus.  These
events have not occurred as of the date of this Prospectus and, accordingly, Mr.
Baker may be able to terminate his employment


                                        9




agreement at any time. If Mr. Baker's  employment  agreement is terminated under
certain specified circumstances,  Mr. Baker will have the right to purchase from
the Company at fair market value either (i) the Company's  broadcast  operations
in  either   the  St.   Louis   market  or  the   Asheville,   North   Carolina/
Greenville/Spartanburg, South Carolina market or (ii) all of the Company's radio
operations,  either  of which  may also have a  material  adverse  effect on the
operations of the Company.


RECENT RAPID GROWTH; ABILITY TO MANAGE GROWTH; FUTURE ACCESS TO CAPITAL

     Since  the  beginning  of 1992,  the  Company  has  experienced  rapid  and
substantial  growth  primarily  through  acquisitions and the development of LMA
arrangements. In 1996 and 1997, the Company completed the River City Acquisition
and other acquisitions,  which increased the number of television stations owned
or provided  programming services by the Company from 13 to 29 and increased the
number of radio stations owned or provided  programming services from none to 30
radio stations. In addition, as of the date of this Prospectus,  the Company has
entered into  agreements to acquire 11 television  and 37 radio stations and the
right to provide programming services to five television  stations.  The Company
has options to acquire two additional radio stations.  There can be no assurance
that the Company will be able to continue to locate and complete acquisitions on
the scale of the River City Acquisition, the Heritage Acquisition or in general.
In addition,  acquisitions  in the television and radio industry have come under
increased  scrutiny  from  the  Department  of  Justice  and the  Federal  Trade
Commission.  See "Business of  Sinclair--Federal  Regulation  of Television  and
Radio  Broadcasting"  in  Sinclair's  Form 8-K dated  October 8, 1997,  which is
incorporated by reference  herein.  Accordingly,  there is no assurance that the
Company  will be able to maintain  its rate of growth or that the  Company  will
continue  to  be  able  to  integrate  and  successfully  manage  such  expanded
operations.  Inherent in any  acquisitions  are certain risks such as increasing
leverage  and debt  service  requirements  and  combining  company  cultures and
facilities which could have a material adverse effect on the Company's operating
results, particularly during the period immediately following such acquisitions.
Additional  debt  or  capital  may be  required  in  order  to  complete  future
acquisitions,  and there can be no assurance  the Company will be able to obtain
such financing or raise the required capital.


DEPENDENCE  ON  ADVERTISING  REVENUES;  EFFECT OF LOCAL,  REGIONAL  AND NATIONAL
ECONOMIC CONDITIONS

     The  Company's  operating  results are primarily  dependent on  advertising
revenues which, in turn, depend on national and local economic  conditions,  the
relative   popularity   of   the   Company's   programming,    the   demographic
characteristics  of the Company's  markets,  the activities of  competitors  and
other factors which are outside the Company's  control.  Both the television and
radio  industries  are cyclical in nature,  and the Company's  revenues could be
adversely  affected  by  a  future  local,  regional  or  national  recessionary
environment.


RELIANCE ON TELEVISION PROGRAMMING

     One  of  the  Company's  most  significant  operating  cost  components  is
television  programming.  There can be no assurance that the Company will not be
exposed  in the  future to  increased  programming  costs  which may  materially
adversely affect the Company's operating results. Acquisitions of program rights
are  usually  made two or three  years in  advance  and may  require  multi-year
commitments,  making it  difficult  to  accurately  predict  how a program  will
perform.  In some  instances,  programs must be replaced before their costs have
been fully amortized,  resulting in write-offs that increase  station  operating
costs.


CERTAIN NETWORK AFFILIATION AGREEMENTS

     All  but one of the  television  stations  owned  or  provided  programming
services by the Company are  affiliated  with a network.  Under the  affiliation
agreements,  the networks  possess,  under certain  circumstances,  the right to
terminate the agreement on prior written notice generally ranging between 15 and
45 days, depending on the agreement.

     Ten of the  stations  currently  owned or  programmed  by the  Company  are
affiliated  with Fox and 39.0% of the  Company's  revenue in 1996 on a pro forma
basis   (without   giving   effect  to  the  Heritage   Acquisition)   was  from
Fox-affiliated stations. WVTV, a station to which the Company provides pro-


                                       10




gramming  services in Milwaukee,  Wisconsin  pursuant to an LMA, WTTO, a station
owned by the Company in  Birmingham,  Alabama,  and WDBB, a station to which the
Company provides programming services in Tuscaloosa, Alabama pursuant to an LMA,
each of  which  was  previously  affiliated  with  Fox,  had  their  affiliation
agreements  with Fox  terminated  by Fox in December  1994,  September  1996 and
September 1996,  respectively.  WVTV, WTTO and WDBB are now affiliates of The WB
Television Network ("WB"). In addition,  the Company has been notified by Fox of
Fox's intention to terminate WLFL's  affiliation with Fox in the  Raleigh-Durham
market and WTVZ's  affiliation with Fox in the Norfolk market,  effective August
31,  1998,  and the  Company  has entered  into an  agreement  with WB for those
stations to become  affiliated  with WB at that time.  On August 20,  1996,  the
Company  entered into an agreement  with Fox limiting  Fox's rights to terminate
the Company's affiliation agreements with Fox in other markets, but there can be
no assurance that the Fox  affiliation  agreements  will remain in place or that
Fox will  continue to provide  programming  to affiliates on the same basis that
currently  exists.  See  "Business  of  Sinclair--Television   Broadcasting"  in
Sinclair's  Form 8-K dated October 8, 1997,  which is  incorporated by reference
herein. The Company's UPN affiliation  agreements expire in January 1998 (except
for the  affiliation  agreement  with respect to two stations,  which expires in
January 1999).  The non-renewal or termination of  affiliations  with Fox or any
other network could have a material adverse effect on the Company's operations.

     Each of the affiliation agreements relating to television stations involved
in the River City  Acquisition  (other than River City's ABC and Fox affiliates)
became  terminable  by the network  upon  transfer of the License  Assets of the
stations.  These stations are continuing to operate as network  affiliates,  but
there can be no assurance that the affiliation agreements will be continued,  or
that  they  will  be  continued  on  terms  favorable  to  the  Company.  If any
affiliation  agreements are terminated,  the affected  station could lose market
share, may have difficulty  obtaining  alternative  programming at an acceptable
cost, and may otherwise be adversely affected.

     Twelve stations owned or programmed by the Company are affiliated with UPN,
a network that began  broadcasting  in January  1995.  Three  stations  owned or
programmed by the Company are operated as affiliates of WB, a network that began
broadcasting in January 1995, and,  pursuant to an agreement between the Company
and WB,  certain  of the  Company's  stations  affiliated  with UPN will  become
affiliated with WB when their current affiliations expire in January 1998 (or in
the case of two  stations,  January  1999).  There can be no assurance as to the
future success of UPN or WB programming or as to the continued  operation of the
UPN or WB networks.  In connection  with the change of affiliation of certain of
the Company's  stations from UPN to WB, in August 1997, UPN filed an action (the
"California Action") in Los Angeles Superior Court against the Company,  seeking
declaratory relief and specific performance or, in the alternative,  unspecified
damages and alleging that neither the Company nor its affiliates provided proper
notice of their  intention  not to extend the  current UPN  affiliations  beyond
January 15, 1998. The Company filed a cross  complaint in the California  Action
seeking  declaratory  relief  that the notice was  effective  to  terminate  the
affiliations on January 15, 1998. UPN sought a preliminary injunction to prevent
the  termination of the  affiliations  on January 15, 1998. Also in August 1997,
certain  subsidiaries of the Company filed an action (the "Baltimore Action") in
the Circuit  Court for  Baltimore  City  seeking  declaratory  relief that their
notice was  effective to terminate  the  affiliations  on January 15, 1998.  UPN
responded to the Baltimore Action, and filed a counterclaim  against the Company
seeking  the same  remedies  sought by UPN in the  California  Action.  Both the
Company and UPN filed motions for summary judgment in the Baltimore Action,  and
the court  granted the  Company's  motion for summary  judgment and denied UPN's
motion,  holding that the Company effectively  terminated the affiliations as of
January 15, 1998.  Based on the decision in the Baltimore  Action,  the court in
the California  Action has stayed all proceeding in the California  Action.  UPN
has filed a notice of appeal in the  Baltimore  Action and is seeking  expedited
briefing of the appeal.  If the court's  decision is overturned on appeal and if
judgment is ultimately awarded in favor of UPN, certain of the Company's current
UPN  affiliation  agreements  could be extended for an additional  term of three
years until January 15, 2001. If these  affiliation  agreements  were  extended,
such  stations  would be  unable  to  negotiate  affiliations  and  compensation
agreements with any network for three years. In addition, the Company could lose
all or a portion of the cash  consideration  to be received by the Company under
the WB  Agreement  and WB may  assert  that the  Company  is in breach of the WB
Agreement and seek compensation for damages resulting from such breach.  The UPN
affiliation  agreements  currently do not, and if extended will not, require UPN
to


                                       11




pay cash  consideration to the Company in connection with the UPN affiliation of
such stations.  See "Business of Sinclair -- Legal Proceedings" in the Company's
Current  Report on Form 8-K filed on  October  8,  1997,  which is  incorporated
herein  by  reference.  There  can be no  assurance  that  the  Company  and its
subsidiaries  will  prevail in these  proceedings  or that the  outcome of these
proceedings,  if adverse to the  Company and its  subsidiaries,  will not have a
material adverse effect on the Company.


COMPETITION

     The television and radio  industries  are highly  competitive.  Some of the
stations and other  businesses  with which the  Company's  stations  compete are
subsidiaries  of large,  national or regional  companies  that may have  greater
resources  than  the  Company.   Technological   innovation  and  the  resulting
proliferation of programming  alternatives,  such as cable television,  wireless
cable, in home satellite-to-home  distribution  services,  pay-per-view and home
video and entertainment systems have fractionalized television viewing audiences
and have subjected free over-the-air  television broadcast stations to new types
of competition.  The radio broadcasting  industry is also subject to competition
from new media technologies that are being developed or introduced,  such as the
delivery of audio  programming by cable television  systems and by digital audio
radio  service  ("DARS").  In October  1997,  the FCC awarded two  licenses  for
satellite  DARS.  DARS may  provide a medium for the  delivery by  satellite  or
terrestrial  means of  multiple  new  audio  programming  formats  to local  and
national audiences.

     The  Company's  stations  face  strong  competition  for  market  share and
advertising   revenues  in  their  respective  markets  from  other  local  free
over-the-air  radio and  television  broadcast  stations,  cable  television and
over-the-air  wireless cable  television as well as newspapers,  periodicals and
other  entertainment  media.  Some competitors are part of larger companies with
greater resources than the Company. In addition, the FCC has adopted rules which
permit   telephone   companies  to  provide   video   services  to  homes  on  a
common-carrier   basis  without   owning  or   controlling   the  product  being
distributed,  and proposed legislation could relax or repeal the telephone-cable
cross-ownership    prohibition    for   all    systems.    See    "Business   of
Sinclair--Competition"  in Sinclair's  Form 8-K dated October 8, 1997,  which is
incorporated by reference herein.

     In February 1996, the  Telecommunications  Act of 1996 (the "1996 Act") was
adopted by the  Congress of the United  States and signed into law by  President
Clinton.  The 1996 Act contains a number of sweeping  reforms that are having an
impact on  broadcasters,  including  the  Company.  While  creating  substantial
opportunities for the Company, the increased regulatory  flexibility afforded by
the 1996 Act and the  removal of previous  station  ownership  limitations  have
sharply increased the competition for and prices of stations.  The 1996 Act also
frees  telephone  companies,  cable  companies  and  others  from  some  of  the
restrictions  which  have  previously  precluded  them from  involvement  in the
provision  of video  services.  The 1996 Act may also have other  effects on the
competition  the  Company  faces,  either  in  individual  markets  or in making
acquisitions.


IMPACT OF NEW TECHNOLOGIES

     The FCC has taken a number of steps to implement digital television ("DTV")
broadcasting  service in the United States.  In December 1996, the FCC adopted a
DTV broadcast  standard and, in April 1997,  made  decisions in several  pending
rulemaking  proceedings that establish service rules and a plan for implementing
DTV. The FCC adopted a DTV Table of  Allotments  that  provides  all  authorized
television  stations  with a second  channel on which to broadcast a DTV signal.
The FCC has  attempted  to provide DTV  coverage  areas that are  comparable  to
stations'  existing service areas.  The FCC has ruled that television  broadcast
licensees may use their digital  channels for a wide variety of services such as
high-definition  television  ("HDTV"),  multiple standard definition  television
programming,  audio,  data,  and other types of  communications,  subject to the
requirement that each broadcaster  provide at least one free video channel equal
in quality to the current technical standard.

     Initially,  DTV  channels  will be  located in the range of  channels  from
channel 2 through  channel 51. The FCC is requiring that affiliates of ABC, CBS,
Fox and NBC in the top ten television markets begin digital  broadcasting by May
1, 1999 (the stations affiliated with these networks in the top ten markets have
voluntarily  committed to begin digital broadcasting within 18 months), and that
affiliates of these networks in


                                       12




markets 11 through 30 begin digital  broadcasting  by November  1999.  The FCC's
plan calls for the DTV transition  period to end in the year 2006, at which time
the FCC expects that (i) DTV channels  will be clustered  either in the range of
channels 2 through 46 or channels 7 through 51; and (ii) television broadcasters
will have ceased  broadcasting  on their  non-digital  channels,  allowing  that
spectrum to be recovered by the  government  for other uses.  Under the Balanced
Budget Act recently signed into law by President  Clinton,  however,  the FCC is
authorized  to extend the  December  31,  2006  deadline  for  reclamation  of a
television station's  non-digital channel if, in any given case: (a) one or more
television  stations  affiliated with one of the four major networks in a market
are not  broadcasting  digitally and the FCC determines  that the station(s) has
(have)   "exercised   due   diligence"  in  attempting  to  convert  to  digital
broadcasting;  (b) less than 85% of the  television  households in the station's
market  subscribe to a  multichannel  video service  (cable,  wireless  cable or
direct-to-home broadcast satellite television) that carries at least one digital
channel from each of the local stations in that market;  or (c) less than 85% of
the television  households in the station's  market can receive  digital signals
off the air using either a set-top converter box for an analog television set or
a new digital  television  set. The Balanced  Budget Act also directs the FCC to
auction the non-digital  channels by September 30, 2002 even though they are not
to be reclaimed by the government until at least December 31, 2006. The Balanced
Budget Act also  permits  broadcasters  to bid on the  non-digital  channels  in
cities with populations greater than 400,000, provided the channels are used for
DTV. Thus, it is possible a broadcaster could own two channels in a market.  The
FCC has opened a separate  proceeding  in which it has  proposed  to  reallocate
television  channels 60 through 69 to other services while  protecting  existing
television   stations  on  those  channels  from  interference  during  the  DTV
transition  period.  Additionally,  the FCC will open a separate  proceeding  to
consider  to what  extent the cable  must-carry  requirements  will apply to DTV
signals.

     Implementation of digital  television will improve the technical quality of
television signals received by viewers.  Under certain  circumstances,  however,
conversion to digital operation may reduce a station's  geographic coverage area
or result in  increased  interference.  The  FCC's DTV  allotment  plan may also
result in present UHF stations  that move to DTV channels  ("UHF/UHF  stations")
having  considerably  less signal power within their  service areas than present
VHF stations  that move to DTV channels  ("VHF/UHF  stations").  The Company has
filed with the FCC a petition  for  reconsideration  of the FCC's DTV  allotment
plan because of its concerns  with respect to the relative DTV signal  powers of
VHF/UHF and UHF/UHF stations.  Implementation of digital  television will impose
substantial  additional  costs on  television  stations  because  of the need to
replace  equipment  and  because  some  stations  will need to operate at higher
utility  costs.  The  FCC is  also  considering  imposing  new  public  interest
requirements  on  television  licensees  in  exchange  for their  receipt of DTV
channels. The Company is currently considering plans to provide HDTV, to provide
multiple channels of television, including the provision of additional broadcast
programming and transmitted  data on a subscription  basis,  and to continue its
current TV program channels without  subscription fees on its allocated portions
of the  broadcast  spectrum.  The  Company  has filed with the FCC a request for
special temporary authority to conduct experimental DTV operations in Baltimore,
Maryland.  The 1996 Act allows the FCC to charge a spectrum fee to  broadcasters
who use the digital spectrum to offer  subscription-based  services.  The FCC is
expected to open a rulemaking  in the fall of 1997 to consider the spectrum fees
to be charged to  broadcasters  for such use.  In  addition,  Congress  has held
hearings  on  broadcasters'  plans for the use of their  digital  spectrum.  The
Company  cannot  predict what future actions the FCC or Congress might take with
respect  to DTV,  nor  can it  predict  the  effect  of the  FCC's  present  DTV
implementation plan or such future actions on the Company's business.

     Further advances in technology may also increase  competition for household
audiences  and  advertisers.   The  video   compression   techniques  now  under
development for use with current cable  television  channels or direct broadcast
satellites which do not carry local television  signals (some of which commenced
operation  in 1994) are expected to reduce the  bandwidth  which is required for
television signal transmission.  These compression techniques,  as well as other
technological  developments,  are  applicable  to all  video  delivery  systems,
including  over-the-air  broadcasting,  and have the potential to provide vastly
expanded  programming  to highly  targeted  audiences.  Reduction in the cost of
creating additional channel capacity could lower entry barriers for new channels
and encourage the development of increasingly  specialized "niche"  programming.
This ability to reach a very defined audience may alter the


                                       13




competitive  dynamics  for  advertising  expenditures.  The Company is unable to
predict  the  effect  that  technological  changes  will  have on the  broadcast
television industry or the future results of the Company's operations. The radio
broadcasting industry is also subject to competition from new media technologies
that  are  being  developed  or  introduced,  such  as  the  delivery  of  audio
programming by cable  television  systems and by DARS. DARS may provide a medium
for the  delivery  by  satellite  or  terrestrial  means of  multiple  new audio
programming formats to local and national audiences. The FCC has issued licenses
for two satellite  DARS  systems.  See  "Business of  Sinclair--Competition"  in
Sinclair's  Form 8-K dated October 8, 1997,  which is  incorporated by reference
herein.


GOVERNMENTAL REGULATIONS; NECESSITY OF MAINTAINING FCC LICENSES

     The  broadcasting  industry is subject to regulation by the FCC pursuant to
the  Communications  Act.  Approval  by the FCC is  required  for the  issuance,
renewal and assignment of station operating licenses and the transfer of control
of station  licensees.  In particular,  the Company's business will be dependent
upon its continuing to hold  broadcast  licenses from the FCC. While in the vast
majority  of  cases  such  licenses  are  renewed  by the FCC,  there  can be no
assurance   that  the   Company's   licenses  or  the  licenses   owned  by  the
owner-operators  of the stations with which the Company has LMAs will be renewed
at their expiration dates. A number of federal rules governing broadcasting have
changed  significantly  in  recent  years  and  additional  changes  may  occur,
particularly  with respect to the rules governing digital  television,  multiple
ownership  and  attribution.  The Company  cannot  predict the effect that these
regulatory changes may ultimately have on the Company's  operations.  Additional
information  regarding  governmental  regulation is set forth under "Business of
Sinclair--Federal Regulation of Television and Radio Broadcasting" in Sinclair's
Form 8-K dated October 8, 1997, which is incorporated by reference herein.


MULTIPLE OWNERSHIP RULES AND EFFECT ON LMAS

     On a national level, FCC rules and regulations  generally prevent an entity
or individual  from having  attributable  interests in television  stations that
reach in excess of 35% of all U.S.  television  households (for purposes of this
calculation,  UHF  stations  are  credited  with  only  50%  of  the  television
households in their markets).  The Company currently reaches approximately 9% of
U.S.  television  households  using the FCC's method of calculation.  On a local
level,  the  "duopoly"  rule  prohibits  attributable  interests  in two or more
television stations with overlapping service areas. There are no national limits
on ownership of radio stations, but on a local level no entity or individual can
have  attributable  interests in more than five to eight stations  (depending on
the total  number of  stations in the  market),  with no more than three to five
stations  (depending on the total allowed)  broadcasting in the same band (AM or
FM).  There are  limitations  on the extent to which  radio  programming  can be
simulcast through LMA arrangements, and LMA arrangements in radio are counted in
determining  the number of  stations  that a single  entity  may  control if the
provider of programming under an LMA owns one or more radio stations in the same
market.  FCC rules also impose  limitations on the ownership of a television and
one or more radio stations in the same market,  though such  cross-ownership  is
presumptively permitted on a limited basis in larger markets.

     The FCC generally applies its ownership limits to "attributable"  interests
held by an individual, corporation,  partnership or other entity. In the case of
corporations  holding broadcast licenses,  the interests of officers,  directors
and those who, directly or indirectly,  have the right to vote 5% or more of the
corporation's  voting  stock  (or  10% or  more of  such  stock  in the  case of
insurance  companies,  certain  regulated  investment  companies  and bank trust
departments that are passive investors) are generally deemed to be attributable,
as are positions as an officer or director of a corporate  parent of a broadcast
licensee. The FCC has proposed changes to these attribution rules. See "Business
of  Sinclair--Federal  Regulation  of  Television  and  Radio  Broadcasting"  in
Sinclair's  Form 8-K dated October 8, 1997,  which is  incorporated by reference
herein.

     The FCC has  initiated  rulemaking  proceedings  to consider  proposals  to
modify its  television  ownership  restrictions,  including  proposals  that may
permit the ownership,  in some  circumstances,  of two television  stations with
overlapping  service areas.  The FCC is also  considering  in these  proceedings
whether to adopt


                                       14




restrictions  on television  LMAs.  The "duopoly"  rule  currently  prevents the
Company from acquiring the FCC licenses of television stations with which it has
LMAs in those markets where the Company owns a television  station. In addition,
if the FCC were to decide that the provider of programming services under an LMA
should be treated as the owner of the television station and if it did not relax
the  duopoly  rule,  or if the FCC were to adopt  restrictions  on LMAs  without
grandfathering existing arrangements, the Company could be required to modify or
terminate  certain of its LMAs. In such an event,  the Company could be required
to pay  termination  penalties  under certain of its LMAs. The 1996 Act provides
that  nothing   therein  "shall  be  construed  to  prohibit  the   origination,
continuation,  or renewal of any television local marketing agreement that is in
compliance with the  regulations of the [FCC]." The  legislative  history of the
1996 Act reflects  that this  provision was intended to  grandfather  television
LMAs  that  were in  existence  upon  enactment  of the 1996  Act,  and to allow
television LMAs  consistent with the FCC's rules  subsequent to enactment of the
1996 Act. In its pending rulemaking  proceeding regarding the television duopoly
rule, the FCC has proposed to adopt a  grandfathering  policy providing that, in
the event that television LMAs become attributable  interests,  LMAs that are in
compliance  with  existing  FCC rules and  policies and were entered into before
November 5, 1996,  would be  permitted  to continue in force until the  original
term of the LMA  expires.  Under the FCC's  proposal,  television  LMAs that are
entered  into,  renewed  or  assigned  after  November  5, 1996 would have to be
terminated  if LMAs  are made  attributable  interests  and the LMA in  question
resulted in a violation of the television  multiple  ownership rules. All of the
Company's  LMAs were entered into prior to November 5, 1996, but one was entered
into after  enactment  of the 1996 Act.  However,  rights  under  certain of the
Company's LMAs were acquired by other parties either  subsequent to enactment of
the 1996 Act but prior to November 5, 1996,  or  subsequent to November 5, 1996.
The Company cannot predict whether any or all of its LMAs will be grandfathered.
See  "Business  of   Sinclair--Federal   Regulation  of  Television   and  Radio
Broadcasting"   in  Sinclair's  Form  8-K  dated  October  8,  1997,   which  is
incorporated  by reference  herein.  The LMA entered into after enactment of the
1996 Act but  prior  to  November  5,  1996 has a term  expiring  May 31,  2006.
Further, if the FCC were to find that the  owners/licensees of the stations with
which the Company has LMAs failed to maintain  control over their  operations as
required by FCC rules and policies,  the licensee of the LMA station  and/or the
Company  could be fined or could be set for hearing,  the outcome of which could
be a fine or, under certain circumstances, loss of the applicable FCC license.

     A petition has been filed to deny the  application  to assign WTTV and WTTK
in the Indianapolis DMA from River City to the Company. Although the petition to
deny does not  challenge  the  assignments  of WTTV and WTTK to the Company,  it
alleges  that  station  WIIB  in  the  Indianapolis  DMA  should  be  deemed  an
attributable interest of the Controlling  Stockholders (resulting in a violation
of the FCC's local  television  ownership  restrictions  when  coupled  with the
Company's acquisition of WTTV and WTTK) even though the Controlling Stockholders
have agreed to transfer their voting stock in WIIB to a third party. The FCC, at
the Company's  request,  has withheld action on the applications for the Company
to acquire WTTV and WTTK, and for the Controlling Stockholders to transfer their
voting  stock in WIIB,  pending the outcome of the FCC's  rulemaking  proceeding
concerning  the   cross-interest   policy.   The  petitioner  has  appealed  the
withholding of action on these applications.

     In addition, the FCC granted the assignment applications for the Company to
acquire  the  License  Assets of WLOS-TV  and  KABB-TV in the  Asheville,  North
Carolina/Greenville/Spartanburg,  South Carolina and San Antonio, Texas markets,
respectively,  and for  Glencairn  to acquire the License  Assets of WFBC-TV and
KRRT-TV in these two markets, respectively,  subject to the outcome of the FCC's
cross-interest   policy  rulemaking  proceeding  and  certain  other  conditions
relating  to  certain  trusts  that  have  non-voting   ownership  interests  in
Glencairn.  The Company has acquired the License  Assets of KABB-TV and WLOS-TV.
Glencairn has acquired the License Assets of KRRT-TV and WFBC-TV and the Company
provides   programming  services  to  KRRT-TV  and  WFBC-TV  pursuant  to  LMAs.
Applications  for review have been filed by third parties which appeal the FCC's
grants of: (i) the Company's  application  to acquire  WLOS-TV in the Asheville,
North  Carolina/Greenville/Spartanburg,  South Carolina  market and  Glencairn's
application  to  acquire  WFBC-TV  in  that  market;   and  (ii)  the  Company's
application to acquire KABB-TV in the San Antonio market.  The Company has filed
oppositions to both applications for review.

     An objection has been filed against the  Company's  application  to acquire
WNNE-TV in the Burlington, Vermont/Plattsburgh,  New York market pursuant to the
Heritage Acquisition. The objection


                                       15




alleges that the FCC erred in a previous  determination that the contour overlap
between  WNNE-TV  and  WPTZ-TV in the same  market  (which the  Company has also
proposed  to  acquire)  is  of a de  minimis  nature,  and  that  the  Company's
acquisition  of WNNE-TV and WPTZ-TV would violate the  television  duopoly rule.
The Company has opposed this  objection.  The Company  also has pending  several
requests for waivers of the FCC's radio-television cross-ownership, or "one to a
market," rule, in connection with its  applications to acquire radio stations in
the Heritage  Acquisition  and other  acquisitions  in markets where the Company
owns or  proposes  to own a  television  station.  In  addition,  certain of the
television stations to be acquired in the Max Media Acquisition have overlapping
service areas with the Company's television stations and, therefore, the Company
intends to request  waivers from the FCC to complete the Max Media  Acquisition.
There  can be no  assurance  that  any or all of such  waiver  requests  will be
granted.  Additionally,  the Company has recently begun providing programming to
two radio  stations  in the New  Orleans,  Louisiana  market  under an LMA. As a
result of this LMA, the Company's  acquisition of the Heritage radio stations in
the  New  Orleans  market  would  result  in the  Company  holding  attributable
interests in more radio stations in that market than permitted under current FCC
rules.  Accordingly,  the Company  intends to divest one or more stations in the
New Orleans market if necessary.

     The  Company  is unable to predict  (i) the  ultimate  outcome of  possible
changes to the FCC's LMA and multiple  ownership  rules or the resolution of the
above-described  matters  or (ii) the  impact  such  factors  may have  upon the
Company's broadcast  operations.  As a result of regulatory changes, the Company
could be required to modify or terminate  some or all of its LMAs,  resulting in
termination penalties and/or divestitures of broadcast properties.  In addition,
the  Company's  competitive  position  in certain  markets  could be  materially
adversely  affected.  Thus,  no  assurance  can be given that changes to the FCC
rules or the resolution of these matters will not have a material adverse effect
upon the Company.


LMAS--RIGHTS OF PREEMPTION AND TERMINATION

     All of the Company's LMAs allow, in accordance with FCC rules,  regulations
and policies, preemptions of the Company's programming by the owner-operator and
FCC  licensee of each  station  with which the Company has an LMA. In  addition,
each LMA provides that under certain limited  circumstances  the arrangement may
be terminated by the FCC licensee.  Accordingly,  the Company  cannot be assured
that it will be able to air all of the programming expected to be aired on those
stations  with  which  it has an  LMA or  that  the  Company  will  receive  the
anticipated  advertising  revenue  from  the sale of  advertising  spots in such
programming. Although the Company believes that the terms and conditions of each
of its LMAs  should  enable the Company to air its  programming  and utilize the
programming and other  non-broadcast  license assets acquired for use on the LMA
stations,  there can be no assurance that early terminations of the arrangements
or unanticipated  preemptions of all or a significant portion of the programming
by the owner-operator and FCC licensee of such stations will not occur. An early
termination of one of the Company's  LMAs, or repeated and material  preemptions
of programming thereunder,  could adversely affect the Company's operations.  In
addition,  the Company's LMAs expire on various dates from March 27, 2000 to May
31, 2006, unless extended or earlier terminated.  There can be no assurance that
the Company will be able to negotiate  extensions of its  arrangements  on terms
satisfactory to the Company.

     In  certain  of its LMAs,  the  Company  has  agreed to  indemnify  the FCC
licensee against certain claims (including trademark and copyright infringement,
libel  or  slander  and  claims   relating  to  certain   FCC   proceedings   or
investigations)  that may  arise  against  the FCC  licensee  as a result of the
arrangement.


POTENTIAL  EFFECT ON THE MARKET PRICE  RESULTING FROM SHARES ELIGIBLE FOR FUTURE
SALE

     Any shares of Class A Common Stock offered pursuant to this Prospectus will
be  freely  tradeable  in the  United  States  without  restriction  or  further
registration  unless  purchased by affiliates of the Company.  Shares of Class B
Common  Stock are  convertible  into Class A Common  Stock on a  share-for-share
basis at any time at the option of the holder  and are  automatically  converted
into  Class A Common  Stock  upon  transfer,  except  for  transfers  to certain
permitted transferees. The 25,750,081 shares of Class B Common Stock outstanding
as of November  30, 1997 (and shares of Class A Common Stock into which they are
convertible),   all  of  which  are   beneficially   owned  by  the  Controlling
Stockholders, are


                                       16




held by  persons  who may be  deemed to be  affiliates  of the  Company  and are
eligible  for resale  under Rule 144 under the  Securities  Act,  subject to the
volume  limitations  thereunder.  Options to acquire 2,023,285 shares of Class A
Common Stock have been  granted to certain  officers or employees of the Company
under the Company's various stock option plans. Of the options granted,  865,093
have  vested  as of the date of this  Prospectus.  Up to an  additional  618,388
shares of Class A Common Stock are reserved for future issuance  pursuant to the
Company's  Stock Option Plans and Long Term  Incentive  Plan.  In addition,  the
Company  issued  1,150,000  shares of Series B Preferred  Stock to River City in
connection with the River City Acquisition, of which 1,071,381 shares (which are
convertible  at any time at the  option of the  holders,  into an  aggregate  of
3,895,931  shares of Class A Common Stock subject to certain  adjustments)  were
issued and  outstanding as of September 10, 1997. All such shares are registered
under the Securities Act pursuant to a shelf  registration  statement and may be
sold into the public market at any time. The Company has also  registered  under
the  Securities  Act  1,382,435  shares of Class A Common  Stock  issuable  upon
exercise of stock options held by Barry Baker,  and has registered an additional
1,259,238  shares issuable upon exercise of options issued or issuable  pursuant
to the Company's  stock option plans.  Sale of substantial  amounts of shares of
Class A Common  Stock,  or the  perception  that such  sales  could  occur,  may
materially adversely affect the market price of the Class A Common Stock.


NET LOSSES

     The Company  experienced net losses of $7.9 million and $2.7 million during
1993 and 1994,  respectively,  net  income of  $76,000 in 1995 and net income of
$1.1  million in 1996 (a net loss of $29.0  million in 1996 on a pro forma basis
reflecting  the  acquisitions  completed  by the  Company  in  1996  (the  "1996
Acquisitions"),  the issuance of the 1997 Notes and the  Preferred  Securities).
The Company  experienced a net loss of $6.1 million during the nine months ended
September 30, 1997. The losses include  significant  interest expense as well as
substantial  non-cash  expenses such as depreciation,  amortization and deferred
compensation.  Notwithstanding  the  slight  net  income in 1995 and  1996,  the
Company expects to experience net losses in the future,  principally as a result
of  interest   expense,   amortization   of  programming   and  intangibles  and
depreciation.


DIVIDEND RESTRICTIONS

     The terms of the Company's Bank Credit Agreement,  the Existing  Indentures
and the other  indebtedness  of the Company  restrict  the  Company  from paying
dividends on its Common  Stock.  The Company does not expect to pay dividends on
its Common Stock in the foreseeable future.


ABSENCE OF PUBLIC TRADING MARKET

     There may be no public  market for certain  Securities at the time of their
issuance.  The Company may or may not apply for listing of such Securities on an
exchange or for quotation on an automated  interdealer  quotation system. If the
Company does apply for such listing, there is no assurance that such application
will be granted. If the Securities are accepted for listing, no assurance can be
given as to whether an active  trading  market for the  Securities  will develop
and, if so, as to the liquidity of such trading  market.  If any active  trading
market does not develop or is not maintained, the market price of the Securities
may be adversely affected.


TRADING CHARACTERISTICS OF FIXED INCOME SECURITIES

     Securities  offered  hereunder that constitute a fixed-income  security are
expected  to trade at a price that  takes into  account  the value,  if any,  of
accrued and unpaid interest or distributions; thus, purchasers will not pay for,
and sellers will not receive,  any accrued and unpaid interest or  distributions
that are not included in the trading price of such Securities.

     The liquidation  preference of any Preferred Stock offered pursuant to this
Prospectus or the principal amount of any Debt Security offered pursuant to this
Prospectus  will not  necessarily  be  indicative  of the  price  at which  such
Securities will actually trade at or after the time of the issuance, and such


                                       17




Securities may trade at prices below their  liquidation  preference or principal
amount,  as  applicable.  The market  price can be  expected to  fluctuate  with
changes in the fixed  income  markets and  economic  conditions,  the  financial
condition  and  prospects  of the  Company  and  other  factors  that  generally
influence the market prices of debt and other fixed-income securities.


FORWARD-LOOKING STATEMENTS

     This Prospectus  (including the documents or portions thereof  incorporated
herein by reference  and any  Prospectus  Supplement)  contains  forward-looking
statements.  In addition, when used in this Prospectus,  the words "intends to,"
"believes,"  "anticipates,"  "expects" and similar  expressions  are intended to
identify forward-looking  statements. Such statements are subject to a number of
risks and  uncertainties.  Actual results in the future could differ  materially
and adversely from those described in the forward-looking statements as a result
of various  important  factors,  including the impact of changes in national and
regional  economies,  successful  integration  of acquired  television and radio
stations  (including  achievement  of synergies  and cost  reductions),  pricing
fluctuations in local and national advertising, volatility in programming costs,
the availability of suitable acquisitions on acceptable terms and the other risk
factors set forth above and the matters set forth in this Prospectus  generally.
The Company  undertakes  no  obligation  to  publicly  release the result of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or circumstances.


                                       18




                                 USE OF PROCEEDS

     Unless otherwise  indicated in the applicable  Prospectus  Supplement,  the
Company will use the net proceeds  from the sale of the  Securities  for general
corporate purposes including, without limitation, acquisitions and the repayment
of outstanding indebtedness. Pursuant to the terms of the Bank Credit Agreement,
all or a portion of the  proceeds  may be required to be used for  reduction  of
indebtedness. Amounts repaid under the Bank Credit Agreement may be subsequently
reborrowed.  The Bank  Credit  Agreement  matures on  December  31, 2004 and the
average interest rate thereunder as of September 30, 1997 was 6.72%.



                                       19




           HISTORICAL AND PRO FORMA RATIO OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)

     The Company's  consolidated ratios of earnings to fixed charges for each of
the periods indicated are set forth below:




                                                                                    NINE MONTHS
                                                                                       ENDED
                                               YEAR ENDED DECEMBER 31,             SEPTEMBER 30,
                                      ------------------------------------------   --------------
                                       1992     1993     1994     1995     1996     1996     1997
                                      ------   ------   ------   ------   ------   ------   -----
                                                                       
Ratio of Earnings to Fixed Charges:
 Historical(a)   ..................     --      1.1x      --      1.3x    1.1x       --      --
 Pro Forma(b)(c) ..................                                        --        --      --


- ----------
(a)  Earnings  were  inadequate  to cover  fixed  charges  for the  years  ended
     December  31, 1992 and 1994,  and for the nine months ended  September  30,
     1997.  Additional  earnings of $5,840,  $3,387 and $10,091  would have been
     required to cover fixed  charges in the years ended  December  31, 1992 and
     1994, and the nine months ended September 30, 1997, respectively.

(b)  The pro forma  information  in this table  reflects the pro forma effect of
     the  completion  of the issuance of the Preferred  Securities  and the 1997
     Notes, the Common Stock Offering and the Preferred Stock Offering,  and the
     1996  Acquisitions as if such  transactions had occurred on January 1, 1996
     with respect to the pro forma  information  for the year ended December 31,
     1996 and as if such  transactions  had  occurred  on  January  1, 1997 with
     respect to the pro forma  information  for the nine months ended  September
     30, 1997.

(c)  Earnings  were  inadequate  to cover  fixed  charges for the pro forma year
     ended December 31, 1996 and pro forma nine months ended September 30, 1997.
     Additional  earnings  of $44,972 and  $17,127  would have been  required to
     cover fixed charges for the pro forma year ended  December 31, 1996 and pro
     forma nine months ended September 30, 1997, respectively.


                                       20




                         DESCRIPTION OF DEBT SECURITIES

     Debt Securities may be issued from time to time in one or more series under
one or more  indentures,  each dated as of a date on or prior to the issuance of
the Debt Securities to which it relates. Senior Debt Securities and Subordinated
Debt Securities may be issued pursuant to separate indentures  (respectively,  a
"Senior  Indenture" and a  "Subordinated  Indenture"),  in each case between the
Company and a trustee (a "Trustee"),  which may be the same Trustee,  and in the
form that will be filed as an exhibit to or  incorporated  by reference into the
Registration  Statement  of which  this  Prospectus  is a part,  subject to such
amendments  or  supplements  as may be  adopted  from time to time.  The  Senior
Indenture and the Subordinated  Indenture,  as amended or supplemented from time
to  time,  are  sometimes   referred  to  individually  as  an  "Indenture"  and
collectively as the "Indentures." Each Indenture will be subject to and governed
by the Trust Indenture Act of 1939, as amended (the "TIA").

     The  statements  made  hereunder  relating to the Debt  Securities  and the
Indentures are summaries of the anticipated  provisions  thereof, do not purport
to be  complete  and are  subject  to, and are  qualified  in their  entirety by
reference to, all of the provisions of the applicable  Indenture,  including the
definitions therein of certain terms and those terms made part of such Indenture
by reference to the TIA, as in effect on the date of such Indenture, and to such
Debt Securities. Copies of the forms of the Indentures will be filed as exhibits
to or  incorporated by reference into the  Registration  Statement of which this
Prospectus is a part. See "Available  Information."  Certain  capitalized  terms
used below and not defined have the respective  meanings assigned to them in the
applicable Indenture.


GENERAL

     The Debt  Securities  will be unsecured  obligations  of the Company unless
otherwise  specified in the Prospectus  Supplement.  The Senior Debt  Securities
will rank on a parity with all other unsecured and unsubordinated obligations of
the Company.  The Subordinated Debt Securities will be subordinate and junior in
right of payment  to the extent and in the manner set forth in the  Subordinated
Indenture to all Senior  Indebtedness of the Company,  including any Senior Debt
Securities.  See "--  Subordination."  The  Company is a holding  company  which
presently conducts its business through its Subsidiaries.  Most of the operating
assets  of the  Company  and its  consolidated  Subsidiaries  are  owned by such
Subsidiaries   and  the  Company   relies   primarily  on  dividends  from  such
Subsidiaries  to meet its  obligations  for payment of principal and interest on
its outstanding debt obligations and corporate expenses.  Accordingly,  the Debt
Securities  will  be  effectively   subordinated  to  all  existing  and  future
liabilities of the Company's Subsidiaries, and holders of Debt Securities should
look only to the  assets of the  Company  for  payments  on the Debt  Securities
unless the Debt  Securities  are  guaranteed  by the Company's  Subsidiaries  as
described in any Prospectus Supplement. The Debt Securities may be guaranteed by
some or all of the Company's  Subsidiaries,  in which case such Guarantees will,
unless otherwise  specified in the applicable  Prospectus  Supplement,  (i) rank
pari passu in right of payment with all other  unsecured  senior  obligations of
such Subsidiaries with respect to guarantees of Senior Debt Securities, and (ii)
rank subordinate in right of payment to all unsecured senior obligations of such
Subsidiaries  and  rank  pari  passu in right  of  payment  to all  subordinated
obligations of such Subsidiaries with respect to Guarantees of Subordinated Debt
Securities.  The Guarantees will be effectively subordinated in right of payment
to all secured  Indebtedness of such  Subsidiaries to the extent of the value of
the assets securing such Indebtedness.

     The Indentures will not limit the aggregate amount of Debt Securities which
may be  issued  thereunder.  Except  as  otherwise  provided  in the  applicable
Prospectus  Supplement,  the  Indentures,  as they  apply to any  series of Debt
Securities,  will not limit the  incurrence  or  issuance  of other  secured  or
unsecured debt of the Company, whether under the Indentures, any other indenture
that the Company may enter into in the future or otherwise.

     Reference  is made  to the  applicable  Prospectus  Supplement  which  will
accompany  this  Prospectus  for a  description  of the specific  series of Debt
Securities being offered thereby, including:

          (1) the title of such Debt Securities;

          (2) any  limit  upon  the  aggregate  principal  amount  of such  Debt
     Securities;


                                       21




          (3) the date or dates on which the  principal of and premium,  if any,
     on such Debt Securities will mature or the method of determining  such date
     or dates;

          (4) the rate or rates  (which may be fixed or  variable) at which such
     Debt  Securities  will bear interest,  if any, or the method of calculating
     such rate or rates;

          (5) the date or dates from which interest,  if any, will accrue or the
     method by which such date or dates will be determined;

          (6) the date or dates on which  interest,  if any, will be payable and
     the record date or dates therefor;

          (7) the place or places  where  principal  of,  premium,  if any,  and
     interest,  if any, on such Debt Securities will be payable or at which Debt
     Securities may be surrendered for registration of transfer or exchange;

          (8) the period or periods within which,  the price or prices at which,
     the  currency  or  currencies  if  other  than  in  United  States  dollars
     (including  currency  unit or  units) in  which,  and the  other  terms and
     conditions upon which, such Debt Securities may be redeemed, in whole or in
     part, at the option of the Company;

          (9) the obligation,  if any, of the Company to redeem or purchase such
     Debt  Securities  pursuant to any sinking fund or analogous  provisions  or
     upon  the  happening  of a  specified  event or at the  option  of a holder
     thereof  and the period or  periods  within  which,  the price or prices at
     which,  the currency or currencies  if other than in United States  dollars
     (including  currency  unit or  units) in  which,  and the  other  terms and
     conditions upon which, such Debt Securities shall be redeemed or purchased,
     in whole or in part, pursuant to such obligation;

          (10) the denominations in which such Debt Securities are authorized to
     be issued;

          (11) the currency or currency unit in which such Debt  Securities  may
     be denominated and/or the currency or currencies  (including  currency unit
     or units) in which principal of, premium, if any, and interest,  if any, on
     such Debt Securities will be payable and whether the Company or the holders
     of any such Debt  Securities  may elect to receive  payments  in respect of
     such Debt  Securities  in a currency  or  currency  unit other than that in
     which such Debt Securities are stated to be payable;

          (12) if the amount of  principal  of, or any premium or  interest  on,
     such  Debt  Securities  may be  determined  with  reference  to an index or
     pursuant  to a formula or other  method,  the manner in which such  amounts
     will be determined;

          (13) if other than the principal  amount  thereof,  the portion of the
     principal  amount  of such  Debt  Securities  which  will be  payable  upon
     declaration of the  acceleration  of the maturity  thereof or the method by
     which such portion shall be determined;

          (14)  provisions,  if any,  granting  special rights to the holders of
     such  Debt  Securities  upon  the  occurrence  of  such  events  as  may be
     specified;

          (15) any  addition  to, or  modification  or deletion of, any Event of
     Default or any  covenant of the Company  specified  in the  Indenture  with
     respect to such Debt Securities;

          (16) the  circumstances,  if any,  under  which the  Company  will pay
     additional  amounts on such Debt  Securities  held by  non-U.S.  persons in
     respect of taxes, assessments or similar charges;

          (17)  whether such Debt  Securities  will be issued in  registered  or
     bearer form or both;

          (18) the date as of which any bearer  Securities of the series and any
     temporary  global security  representing  outstanding  securities  shall be
     dated,  if other  than the  original  issuance  date of the  series of Debt
     Securities;

          (19) the forms of the Securities and interest coupons,  if any, of the
     series;


                                       22




          (20) if other than the Trustee,  the identity of the Registrar and any
     Paying Agent;

          (21) the application,  if any, of such means of defeasance or covenant
     defeasance as may be specified for such Debt Securities;

          (22) whether such Debt Securities are to be issued in whole or in part
     in the form of one or more temporary or permanent global securities and, if
     so, the identity of the depositary or its nominee,  if any, for such global
     security or securities and the circumstances  under which beneficial owners
     of  interests  in the global  security  may  exchange  such  interests  for
     certificated Debt Securities to be registered in the names of or to be held
     by such beneficial owners or their nominees;

          (23) if the Debt  Securities of the series may be issued or delivered,
     or any installation of principal or interest payable,  only upon receipt of
     certain certificates or other documents or satisfaction of other conditions
     in  addition  to  those  specified  in the  Indenture,  the  form  of  such
     certificates, documents or conditions;

          (24) if other than as provided in the applicable Indenture, the person
     to whom any  interest on any  registered  security  of the series  shall be
     payable and the manner in which, or the person to whom, any interest on any
     bearer Securities of the series shall be payable;

          (25) any definition  for Debt  Securities of that series which are not
     to be as set forth in the Indenture,  including,  without  limitation,  the
     definition of "Unrestricted Subsidiary" to be used for such series;

          (26) in the case of the Subordinated Indenture, the relative degree to
     which  Debt  Securities  of the  series  offered  shall be  senior to or be
     subordinated  to  other  series  of  such  Debt  Securities,  and to  other
     indebtedness of the Company, in right of payment, whether such other series
     of Debt Securities and other indebtedness are outstanding or not;

          (27)  whether  such Debt  Securities  are  guaranteed  and, if so, the
     identity  of the  Guarantors  and the terms of such  Guarantees  (including
     whether  and the extent to which the  Guarantees  are  subordinated  to the
     other indebtedness of the Guarantors);

          (28) the terms,  if any,  upon which the Company may be able to redeem
     such Debt Securities  prior to their maturity  including the dates on which
     such redemptions may be made and the price at which such redemptions may be
     made;

          (29) the  terms,  if any,  upon  which  such  Debt  Securities  may be
     converted or exchanged into or for Common Stock,  Preferred  Stock or other
     securities or property of the Company;

          (30) any  restrictions  on the  registration,  transfer or exchange of
     such Debt Securities; and

          (31) any other terms not inconsistent with the terms of the Indentures
     pertaining  to such Debt  Securities  or which may be required or advisable
     under the United States laws or  regulations or advisable (as determined by
     the Company) in connection with marketing of securities of the series.

     The terms of each specific series of Debt  Securities  being offered in the
Prospectus  Supplements  shall be established (i) by the resolution of the Board
of  Directors,  (ii) by action taken  pursuant to a  resolution  of the Board of
Directors and set forth,  or  determined  in a manner  provided in, an Officer's
Certificate (as defined in the applicable Prospectus Supplement) or (iii) in one
or more supplemental indentures.

     Unless otherwise provided in the applicable Prospectus Supplement, the Debt
Securities will not be listed on any securities exchange.

     The  number  of  shares of Common  Stock or  Preferred  Stock  that will be
issuable  upon the  conversion  or exchange of any Debt  Securities  issued with
conversion or exchange provisions will be adjusted to prevent dilution resulting
from stock splits, stock dividends or similar or other transactions, and the


                                       23




nature and amount of the  securities,  assets or other  property  to be received
upon the  conversion  or  exchange  of such Debt  Securities  will be changed as
necessary  in the event of any  consolidation,  merger,  combination  or similar
transaction.  The  specific  provisions  will  be set  forth  in the  applicable
Prospectus Supplement.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  Debt
Securities in registered form will be issued in  denominations of U.S. $1,000 or
any integral  multiples of U.S. $1,000,  and Debt Securities in bearer form will
be issued in  denominations  of U.S.  $5,000 or any  integral  multiples of U.S.
$5,000.  Where Debt  Securities  of any series  are issued in bearer  form,  the
special restrictions and considerations, including special offering restrictions
and material U.S. federal income tax considerations, applicable to any such Debt
Securities  and to payments in respect of and  transfers  and  exchanges of such
Debt Securities will be described in the applicable Prospectus Supplement.  Debt
Securities in bearer form will be transferable by delivery.

     Debt  Securities  may be sold at a substantial  discount below their stated
principal amount, bearing no interest or interest at a rate which at the time of
issuance is below market rates.  Material U.S.  federal income tax  consequences
and  special  considerations  applicable  to any such  Debt  Securities  will be
described in the applicable Prospectus Supplement.

     If the purchase  price of any of the Debt  Securities  is payable in one or
more  foreign  currencies  or  currency  units  or if any  Debt  Securities  are
denominated  in one or more  foreign  currencies  or  currency  units  or if the
principal of,  premium,  if any, or interest,  if any, on any Debt Securities is
payable in one or more foreign  currencies or currency units, the  restrictions,
elections, material U.S. federal income tax considerations and other information
with  respect to such issue of Debt  Securities  and such  foreign  currency  or
currency units will be set forth in the applicable Prospectus Supplement.

     If any index is used to determine  the amount of payments of principal  of,
premium, if any, or interest, if any, on any series of Debt Securities, material
U.S. federal income tax, accounting and other considerations  applicable thereto
will be described in the applicable Prospectus Supplement.

     The general  provisions of the  Indentures  will not afford  holders of the
Debt  Securities  protection  in the  event of a highly  leveraged  transaction,
restructuring,  change in control,  merger or similar transaction  involving the
Company that may adversely affect holders of the Debt Securities.


PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE

     Unless otherwise provided in the applicable Prospectus Supplement, payments
in respect of the Debt  Securities  will be made in the  designated  currency at
such office or agency of the Company  maintained for that purpose as the Company
may  designate  from time to time,  except  that,  at the option of the Company,
interest payments, if any, on Debt Securities in registered form may be made (i)
by checks  mailed to the holders of Debt  Securities  entitled  thereto at their
registered  addresses or (ii) by wire  transfer to an account  maintained by the
holders of the Debt  Securities  entitled  thereto as  specified in the register
(the "Register") for the applicable Debt Securities.  Unless otherwise  provided
in the  applicable  Prospectus  Supplement,  each payment in respect of the Debt
Securities shall be considered to have been made on the date such payment is due
if there  shall have been sent to the Trustee or paying  agent by wire  transfer
(received  by no later than the business day  following  such due date),  or the
Trustee or paying agent otherwise  holds,  on such due date sufficient  funds to
make such  payment.  Unless  otherwise  indicated  in an  applicable  Prospectus
Supplement, scheduled payments of any installment of interest on Debt Securities
in  registered  form will be made to the person in whose name such Debt Security
is  registered  at the close of  business  on the  regular  record date for such
interest.

     Payment in respect of Debt  Securities  in bearer  form will be made in the
currency and in the manner designated in the Prospectus  Supplement,  subject to
any applicable laws and regulations,  at such paying agencies outside the United
States as the Company may appoint from time to time.  The paying agents  outside
the United States,  if any,  initially  appointed by the Company for a series of
Debt Securities  will be named in the Prospectus  Supplement.  Unless  otherwise
provided in the applicable  Prospectus  Supplement,  the Company may at any time
designate  additional  paying  agents or rescind the  designation  of any paying
agents,  except that, if Debt  Securities of a series are issuable in registered
form, the Company will be


                                       24




required to maintain at least one paying agent in each place of payment for such
series and if Debt  Securities  of a series are  issuable  in bearer  form,  the
Company  will be required  to  maintain at least one paying  agent in a place of
payment  outside the United States where Debt  Securities of such series and any
coupons appertaining thereto may be presented and surrendered for payment.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  Debt
Securities in registered form will be transferable or exchangeable at the agency
of the Company  maintained  for such purpose as  designated  by the Company from
time to time.  Debt  Securities may be transferred or exchanged  without service
charge,  although  the  Company  may  require  a holder  to pay any tax or other
governmental charge imposed in connection therewith.


GLOBAL DEBT SECURITIES

     The Debt  Securities  of a series  may be issued in whole or in part in the
form of one or more fully  registered  global  securities (a "Registered  Global
Security").  Each Registered Global Security will be registered in the name of a
depositary (the "Depositary") or a nominee for the Depositary  identified in the
applicable  Prospectus  Supplement,  will be deposited  with such  Depositary or
nominee  or  a  custodian   therefor  and  will  bear  a  legend  regarding  the
restrictions  on exchanges  and  registration  of transfer  thereof and any such
other matters as may be provided for pursuant to the  applicable  Indenture.  In
such a case,  one or more  Registered  Global  Securities  will be  issued  in a
denomination  or aggregate  denominations  equal to the portion of the aggregate
principal  amount of outstanding Debt Securities of the series to be represented
by such  Registered  Global  Security  or  Securities.  Unless  and  until it is
exchanged in whole or in part for Debt  Securities  in  definitive  certificated
form, a Registered Global Security may not be transferred or exchanged except as
a whole by the Depositary for such  Registered  Global  Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee  of such  Depositary  or by such  Depositary  or any such  nominee  to a
successor Depositary for such series or a nominee of such successor  Depositary,
or  except  in  the  circumstances   described  in  the  applicable   Prospectus
Supplement.

     The  specific  terms of the  depositary  arrangement  with  respect  to any
portion of a series of Debt Securities to be represented by a Registered  Global
Security will be described in the applicable Prospectus Supplement.

     Upon the issuance of any  Registered  Global  Security,  and the deposit of
such  Registered  Global  Security with or on behalf of the  Depositary for such
Registered  Global  Security,  the  Depositary  will  credit  on its  book-entry
registration  and transfer system the respective  principal  amounts of the Debt
Securities  represented by such  Registered  Global  Security to the accounts of
institutions  ("Participants")  that  have  accounts  with the  Depositary.  The
accounts  to be  credited  will be  designated  by the  underwriters  or  agents
engaging in the distribution of such Debt Securities or by the Company,  if such
Debt  Securities  are offered and sold  directly by the  Company.  Ownership  of
beneficial  interests  in a  Registered  Global  Security  will  be  limited  to
Participants or persons that may hold interests through Participants.  Ownership
of beneficial  interests in a Registered  Global  Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the  Depositary  for  such  Registered  Global  Security  or by its  nominee.
Ownership of beneficial  interests in such Registered Global Security by persons
who  hold  through  Participants  will be shown  on,  and the  transfer  of such
beneficial  interests  within such  Participants  will be effected only through,
records maintained by such Participants.

     So long as the Depositary for a Registered Global Security, or its nominee,
is the  owner  of such  Registered  Global  Security,  such  Depositary  or such
nominee,  as the case may be, will be considered the sole owner or holder of the
Debt Security  represented by such  Registered  Global Security for all purposes
under each Indenture.  Accordingly,  each person owning a beneficial interest in
such  Registered  Global  Security must rely on the procedures of the Depositary
and, if such person is not a Participant,  on the procedures of the  Participant
through which such person owns its interest,  to exercise any rights of a holder
under such  Indenture.  The Company  understands  that under  existing  industry
practices,  if it requests  any action of holders or if an owner of a beneficial
interest in a Registered Global Security desires to give or take any instruction
or action  which a holder is entitled to give or take under the  Indenture,  the
Depositary  would  authorize the  Participants  holding the relevant  beneficial
interests to


                                       25




give or take such instruction or action,  and such Participants  would authorize
beneficial  owners  owning  through  such  Participants  to give  or  take  such
instruction or action or would otherwise act upon the instructions of beneficial
owners holding through them.

     Unless  otherwise  provided in the  Prospectus  Supplement,  payments  with
respect  to  principal,  premium,  if any,  and  interest,  if any,  on the Debt
Securities represented by a Registered Global Security registered in the name of
the Depositary or its nominee will be made to such Depositary or its nominee, as
the case may be, as the registered owner of such Registered Global Security. The
Company  expects that the  Depositary for any Debt  Securities  represented by a
Registered Global Security, upon receipt of any payment of principal or interest
in  respect  of  such  Registered  Global  Security,   will  credit  immediately
Participants'   accounts  with  payments  in  amounts   proportionate  to  their
respective  beneficial  interests in the Registered  Global Security as shown on
the  records of the  Depositary.  The  Company  also  expects  that  payments by
Participants  to  owners  of  beneficial  interests  in such  Registered  Global
Security   held  through  such   Participants   will  be  governed  by  standing
instructions  and  customary  practices,  as is now the case with  securities in
bearer form held for the accounts of customers or registered  in "street  name,"
and will be the  responsibility of such Participants.  None of the Company,  the
respective Trustees or any agent of the Company or the respective Trustees shall
have any  responsibility  or liability for any aspect of the records relating to
or payments made on account of  beneficial  interests in any  Registered  Global
Security,  or for maintaining,  supervising or reviewing any records relating to
such beneficial interests.

     Unless otherwise provided in the applicable Prospectus  Supplement,  (i) if
the  Depositary  for any Debt  Securities  represented  by a  Registered  Global
Security is at any time  unwilling or unable to continue as  depositary  of such
Registered  Global  Security and a successor  depositary is not appointed by the
Company  within 90 days or (ii) there shall have occurred an Event of Default or
an event  which,  with the  giving  of  notice  or lapse of time or both,  would
constitute an Event of Default with respect to the Debt  Securities  represented
by such  Registered  Global  Security and such Event of Default  continues for a
period of 90 days, the Company will issue Debt Securities in  certificated  form
in exchange for such Registered Global Security.  In addition,  unless otherwise
provided  in the  applicable  Prospectus  Supplement,  the  Company  in its sole
discretion may at any time determine not to have any of the Debt Securities of a
series  represented by one or more  Registered  Global  Securities  and, in such
event,  will  issue  Debt  Securities  of such  series in  certificated  form in
exchange for all of the Registered Global Securities representing such series of
Debt Securities.  The Debt Securities of a series may also be issued in whole or
in part in the form of one or more bearer global  securities  (a "Bearer  Global
Security") that will be deposited with a depositary,  or with a nominee for such
depositary,  identified in the applicable Prospectus Supplement. Any such Bearer
Global  Securities  may be issued in temporary or permanent  form.  The specific
terms  and   procedures,   including  the  specific   terms  of  the  depositary
arrangement,  with respect to any portion of a series of Debt  Securities  to be
represented  by one or more Bearer  Global  Securities  will be described in the
applicable Prospectus Supplement.


CERTAIN COVENANTS

     The applicable  Prospectus  Supplement will describe any material covenants
in respect of any series of Debt Securities.


CONSOLIDATION, MERGER, SALE OF ASSETS

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that the Company shall not, in a single  transaction or a
series of related transactions, consolidate with or merge with or into any other
person or sell, assign, convey,  transfer,  lease or otherwise dispose of all or
substantially  all of its  properties  and  assets  to any  person  or  group of
affiliated  persons,  or permit any of its  Subsidiaries  to enter into any such
transaction  or  transactions  if  such  transaction  or  transactions,  in  the
aggregate,  would result in a sale, assignment,  conveyance,  transfer, lease or
disposition  of all or  substantially  all of the  properties  and assets of the
Company and its  Subsidiaries  on a  consolidated  basis to any other  person or
group of affiliated persons, unless at the time and after giving effect thereto:
(i) either (1) the Company shall be the continuing corporation or (2) the person
(if other  than the  Company)  formed by such  consolidation  or into  which the
Company is merged or the person which acquires by sale, assignment,  conveyance,
transfer, lease or disposition of all or substantially all of the properties and
assets of the Company and its Subsidiaries on a


                                       26




consolidated  basis  (the  "Surviving  Entity")  shall  be  a  corporation  duly
organized and validly  existing  under the laws of the United States of America,
any state  thereof or the  District of Columbia  and such person  assumes,  by a
supplemental indenture in a form reasonably satisfactory to the Trustee, all the
obligations  of the  Company  under  the  applicable  Debt  Securities  and  the
Indenture,  and the  Indenture  shall  remain  in full  force and  effect;  (ii)
immediately  before and immediately after giving effect to such transaction,  no
Default  or Event of  Default  shall  have  occurred  and be  continuing;  (iii)
immediately  after giving effect to such  transaction on a pro forma basis,  the
consolidated  net worth (as defined in the applicable  Indenture) of the Company
(or the Surviving Entity if the Company is not the continuing  obligor under the
Indenture) is equal to or greater than the consolidated net worth of the Company
immediately prior to such transaction;  (iv) immediately  before and immediately
after giving effect to such  transaction on a pro forma basis (on the assumption
that the  transaction  occurred  on the  first  day of the  four-quarter  period
immediately  prior to the  consummation of such transaction with the appropriate
adjustments  with respect to the  transaction  being  included in such pro forma
calculation),  the  Company (or the  Surviving  Entity if the Company is not the
continuing  obligor  under  the  Indenture)  could  incur  $1.00  of  additional
indebtedness   under  any  applicable   provisions  of  the  Indenture  limiting
incurrence of indebtedness;  (v) each Guarantor,  if any, unless it is the other
party to the transactions  described above, shall have by supplemental indenture
confirmed that its guarantee shall apply to such person's  obligations under the
Indenture and the Debt Securities;  (vi) if any of the property or assets of the
Company or any of its  Subsidiaries  would thereupon become subject to any lien,
any provisions of the Indenture  limiting liens are complied with; and (vii) the
Company or the Surviving Entity shall have delivered, or caused to be delivered,
to the Trustee, in form and substance reasonably satisfactory to the Trustee, an
officers'  certificate  and an opinion of counsel,  each to the effect that such
consolidation,  merger, transfer,  sale, assignment,  lease or other transaction
and the supplemental  indenture in respect thereto comply with the provisions of
the Indenture and that all  conditions  precedent  provided for in the Indenture
relating to such transaction have been complied with.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will  provide that any  Guarantor  will not, and the Company will not
permit  any such  Guarantor  to, in a single  transaction  or series of  related
transactions merge or consolidate with or into any other corporation (other than
the Company or any other Guarantor) or other entity,  or sell,  assign,  convey,
transfer,  lease  or  otherwise  dispose  of  all  or  substantially  all of its
properties  and assets on a  consolidated  basis to any entity  (other  than the
Company  or any other  Guarantor)  unless at the time and  after  giving  effect
thereto:  (i) either (1) such Guarantor  shall be the continuing  corporation or
(2) the entity (if other than such Guarantor)  formed by such  consolidation  or
into  which  such  Guarantor  is merged or the entity  which  acquires  by sale,
assignment, conveyance, transfer, lease or disposition the properties and assets
of such Guarantor  shall be a corporation  duly  organized and validly  existing
under the laws of the  United  States,  any state  thereof  or the  District  of
Columbia and shall expressly  assume by a supplemental  indenture,  executed and
delivered to the Trustee, in a form reasonably  satisfactory to the Trustee, all
the  obligations of such Guarantor  under the Debt Securities and the Indenture;
(ii) immediately before and immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be continuing;  and (iii)
such  Guarantor  shall have  delivered  to the  Trustee,  in form and  substance
reasonably  satisfactory to the Trustee, an officers' certificate and an opinion
of counsel,  each stating that such  consolidation,  merger,  sale,  assignment,
conveyance,  transfer,  lease or  disposition  and such  supplemental  indenture
comply with the Indenture,  and thereafter  all  obligations of the  predecessor
shall terminate.

EVENTS OF DEFAULT

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will  provide  that an  Event of  Default  with  respect  to the Debt
Securities of a particular series will occur under the applicable Indenture if:

          (i) there  shall be a default in the  payment of any  interest  on any
     Debt  Security of that series  when it becomes  due and  payable,  and such
     default shall continue for a period of 30 days;

          (ii) there shall be a default in the payment of the  principal  of (or
     premium, if any, on) any Debt Security of that series at its maturity (upon
     acceleration,  optional or mandatory  redemption,  required  repurchase  or
     otherwise);


                                       27




          (iii) (a) there shall be a default in the performance,  or breach,  of
     any  covenant  or  agreement  of the  Company  or any  Guarantor  under the
     Indenture  (other  than a  default  in the  performance,  or  breach,  of a
     covenant or  agreement  which is  specifically  dealt with in clause (i) or
     (ii) or in clause  (b) of this  clause  (iii))  and such  default or breach
     shall continue for a period of 30 days after written notice has been given,
     by certified  mail, (x) to the Company by the Trustee or (y) to the Company
     and the  Trustee  by the  holders  of at least 25% in  aggregate  principal
     amount of the outstanding Debt Securities of the series; or (b) there shall
     be a default in the  performance or breach of the  provisions  described in
     "-- Consolidation, Merger, Sale of Assets;"

          (iv) one or more defaults  shall have occurred  under any  agreements,
     indentures or instruments under which the Company, any Guarantor or certain
     subsidiaries  specified in the Indenture (a "Restricted  Subsidiary")  then
     has  outstanding  indebtedness  in  excess of an  amount  specified  in the
     applicable  Prospectus  Supplement  in the  aggregate  and,  if not already
     matured  at  its  final  maturity  in  accordance  with  its  terms,   such
     indebtedness shall have been accelerated;

          (v) any Guarantee  shall for any reason cease to be, or be asserted in
     writing  by any  Guarantor  or the  Company  not to be,  in full  force and
     effect,  enforceable  in  accordance  with its terms,  except to the extent
     contemplated by the Indenture and any such Guarantee;

          (vi) one or more judgments, orders or decrees for the payment of money
     in excess of an amount specified in the applicable  Prospectus  Supplement,
     either  individually  or in  the  aggregate  (net  of  amounts  covered  by
     insurance, bond, surety or similar instrument) shall be entered against the
     Company,  any  Guarantor  or any  Restricted  Subsidiary  or  any of  their
     respective  properties  and  shall not be  discharged  and  either  (a) any
     creditor shall have commenced an enforcement proceeding upon such judgment,
     order or  decree or (b) there  shall  have been a period of 60  consecutive
     days during  which a stay of  enforcement  of such  judgment  or order,  by
     reason of an appeal or otherwise, shall not be in effect;

          (vii) any  holder or holders  of at least an amount  specified  in the
     applicable   Prospectus   Supplement  in  aggregate   principal  amount  of
     indebtedness  of the Company,  any Guarantor or any  Restricted  Subsidiary
     after a default  under such  indebtedness  shall  notify the Trustee of the
     intended sale or disposition of any assets of the Company, any Guarantor or
     any Restricted  Subsidiary  that have been pledged to or for the benefit of
     such  holder or  holders  to secure  such  indebtedness  or shall  commence
     proceedings, or take any action (including by way of set-off), to retain in
     satisfaction of such  indebtedness  or to collect on, seize,  dispose of or
     apply  in  satisfaction  of  indebtedness,  assets  of the  Company  or any
     Restricted  Subsidiary  (including  funds on  deposit or held  pursuant  to
     lock-box and other similar arrangements);

          (viii)  there  shall  have  been the  entry  by a court  of  competent
     jurisdiction of (a) a decree or order for relief in respect of the Company,
     any  Guarantor  or any  Restricted  Subsidiary  in an  involuntary  case or
     proceeding  under any  applicable  bankruptcy  law or (b) a decree or order
     adjudging the Company, any Guarantor or any Restricted  Subsidiary bankrupt
     or  insolvent,  or  seeking  reorganization,   arrangement,  adjustment  or
     composition  of  or in  respect  of  the  Company,  any  Guarantor  or  any
     Restricted  Subsidiary  under  any  applicable  federal  or state  law,  or
     appointing   a  custodian,   receiver,   liquidator,   assignee,   trustee,
     sequestrator (or other similar  official) of the Company,  any Guarantor or
     any Restricted  Subsidiary or of any substantial  part of their  respective
     properties, or ordering the winding up or liquidation of their affairs, and
     any such decree or order for relief shall continue to be in effect,  or any
     such other decree or order shall be unstayed and in effect, for a period of
     60 consecutive days; or

          (ix) (a) the  Company,  any  Guarantor  or any  Restricted  Subsidiary
     commences a voluntary case or proceeding  under any  applicable  bankruptcy
     law  or  any  other  case  or  proceeding  to be  adjudicated  bankrupt  or
     insolvent,  (b) the Company,  any  Guarantor or any  Restricted  Subsidiary
     consents  to the entry of a decree or order for  relief in  respect  of the
     Company, any Guarantor or such Restricted Subsidiary in an involuntary case
     or proceeding under any applicable bankruptcy law or to the commencement of
     any  bankruptcy  or  insolvency  case or  proceeding  against  it,  (c) the
     Company,  any Guarantor or any  Restricted  Subsidiary  files a petition or
     answer or consent seeking


                                       28




     reorganization or relief under any applicable federal or state law, (d) the
     Company,  any Guarantor or any  Restricted  Subsidiary  (x) consents to the
     filing of such petition or the appointment  of, or taking  possession by, a
     custodian, receiver,  liquidator,  assignee, trustee, sequestrator or other
     similar  official  of  the  Company,   any  Guarantor  or  such  Restricted
     Subsidiary or of any substantial  part of their  respective  property,  (y)
     makes an  assignment  for the benefit of creditors or (z) admits in writing
     its  inability  to pay its debts  generally  as they  become due or (e) the
     Company,  any Guarantor or any  Restricted  Subsidiary  takes any corporate
     action in furtherance of any such actions in this paragraph (ix).

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will provide that if an Event of Default  (other than as specified in
clauses (viii) and (ix) of the prior  paragraph)  shall occur and be continuing,
the Trustee or the holders of not less than 25% in aggregate principal amount of
the Debt Securities of the applicable series outstanding may, and the Trustee at
the request of such holders shall,  declare all unpaid principal of, premium, if
any, and accrued  interest on, all the Debt Securities of the applicable  series
to be due and payable  immediately by a notice in writing to the Company (and to
the Trustee if given by the  holders of the Debt  Securities  of the  applicable
series);  provided that so long as the Bank Credit Agreement is in effect,  such
declaration  shall not become  effective  until the earlier of (a) five business
days  after  receipt  of such  notice of  acceleration  from the  holders or the
Trustee by the agent under the Bank Credit  Agreement or (b) acceleration of the
indebtedness under the Bank Credit Agreement.  Thereupon the Trustee may, at its
discretion,  proceed to protect  and  enforce  the rights of the  holders of the
applicable Debt Securities by appropriate  judicial  proceeding.  If an Event of
Default  specified in clause (viii) or (ix) of the prior paragraph occurs and is
continuing,  then all the Debt  Securities of the  applicable  series shall ipso
facto  become and be  immediately  due and  payable,  in an amount  equal to the
principal amount of the Debt Securities of the applicable series,  together with
accrued and unpaid interest,  if any, to the date the Debt Securities become due
and payable,  without any declaration or other act on the part of the Trustee or
any holder. The Trustee or, if notice of acceleration is given by the holders of
the Debt Securities of the applicable series, the holders of the Debt Securities
of the  applicable  series  shall give notice to the agent under the Bank Credit
Agreement of such acceleration.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture  will  provide  after a  declaration  of  acceleration,  but  before a
judgment  or  decree  for  payment  of the money  due has been  obtained  by the
Trustee,  the holders of a majority in  aggregate  principal  amount of the Debt
Securities of the  applicable  series,  by written notice to the Company and the
Trustee,  may rescind and annul such  declaration if (a) the Company has paid or
deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced
by the Trustee under the Indenture and the  reasonable  compensation,  expenses,
disbursements  and  advances of the Trustee,  its agents and  counsel,  (ii) all
overdue  interest on all Debt  Securities of the  applicable  series,  (iii) the
principal  of and  premium,  if any, on any Debt  Securities  of the  applicable
series which have become due otherwise than by such  declaration of acceleration
and  interest  thereon  at a rate borne by the Debt  Securities  and (iv) to the
extent that payment of such interest is lawful,  interest upon overdue  interest
at the rate borne by the Debt Securities;  and (b) all Events of Default,  other
than the non-payment of principal of the Debt  Securities  which have become due
solely by such declaration of acceleration, have been cured or waived.

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that the holders of not less than a majority in aggregate
principal amount of the Debt Securities of the applicable series outstanding may
on behalf of the holders of all the Debt  Securities  of the  applicable  series
waive  any past  default  under the  Indenture  and its  consequences,  except a
default in the payment of the principal of, premium,  if any, or interest on any
Debt  Security,  or in  respect  of a  covenant  or  provision  which  under the
Indenture  cannot be  modified  or amended  without the consent of the holder of
each Debt Security outstanding.

     Unless specified otherwise in the applicable  Prospectus  Supplement,  each
Indenture  will provide that the Company is also  required to notify the Trustee
within five business days of the  occurrence  of any Default.  Unless  otherwise
provided in the  applicable  Prospectus  Supplement,  the Company is required to
deliver to the Trustee,  on or before a date not more than 60 days after the end
of each fiscal


                                       29




quarter and not more than 120 days after the end of each fiscal  year, a written
statement as to  compliance  with the  Indenture,  including  whether or not any
default has occurred.  Unless  otherwise  provided in the applicable  Prospectus
Supplement,  the Trustee is under no obligation to exercise any of the rights or
powers  vested in it by the  Indenture at the request or direction of any of the
holders of the Debt Securities unless such holders offer to the Trustee security
or  indemnity  satisfactory  to the  Trustee  against  the costs,  expenses  and
liabilities which might be incurred thereby.

     The TIA contains limitations on the rights of the Trustee, should it become
a creditor  of the  Company  or any  Guarantor,  to obtain  payment of claims in
certain cases or to realize on certain property received by it in respect of any
such  claims,  as security or  otherwise.  The Trustee is permitted to engage in
other  transactions,  provided that if it acquires any  conflicting  interest it
must  eliminate such conflict upon the occurrence of an Event of Default or else
resign.

     Reference is made to the Prospectus  Supplement  relating to each series of
Debt Securities  that are Original Issue Discount  Securities for the particular
provisions  relating  to  acceleration  of  the  maturity  of a  portion  of the
principal amount of such Original Issue Discount  Securities upon the occurrence
of an Event of Default and the continuation thereof.


MODIFICATIONS AND AMENDMENTS

     Unless  otherwise  specified  in  the  applicable  Prospectus   Supplement,
modifications  and  amendments of the Indenture may be made by the Company,  any
Guarantor  and the  Trustee  with the  consent of the holders of not less than a
majority in aggregate principal amount of the outstanding Debt Securities of all
series affected by the  modification or amendment;  provided,  however,  that no
such  modification  or amendment may,  without the consent of the holder of each
outstanding  Debt  Security  of  all  series  affected  by the  modification  or
amendment affected thereby:  (i) change the stated maturity of the principal of,
or any  installment  of interest on, any Debt  Security or reduce the  principal
amount thereof or the rate of interest  thereon or any premium  payable upon the
redemption thereof, or change the coin or currency in which the principal of any
Debt Security or any premium or the interest  thereon is payable,  or impair the
right to institute suit for the enforcement of any such payment after the stated
maturity  thereof  (or in the case of  redemption,  on or after  the  redemption
date);  (ii) reduce the  percentage  in  principal  amount of  outstanding  Debt
Securities  of a series,  the consent of whose  holders is required for any such
supplemental  indenture,  or the consent of whose  holders is  required  for any
waiver or  compliance  with  certain  provisions  of the  Indenture  or  certain
defaults or with respect to any  Guarantee;  (iii) modify any of the  provisions
relating to supplemental indentures requiring the consent of holders or relating
to the waiver of past  defaults or relating to the waiver of certain  covenants,
except to increase  the  percentage  in  principal  amount of  outstanding  Debt
Securities required for such actions or to provide that certain other provisions
of the Indenture  cannot be modified or waived without the consent of the holder
of each Debt Security affected thereby; (iv) except as otherwise permitted under
"--  Consolidation,  Merger,  Sale of  Assets,"  consent  to the  assignment  or
transfer by the Company or any  Guarantor  of any of its rights and  obligations
under the  Indenture;  or (v) amend or modify any  provisions  of the  Indenture
relating  to the  subordination  of the Debt  Security or any  guarantee  in any
manner adverse to the holders of the Debt Securities or any guarantee.

     Unless  otherwise  provided  in  the  applicable   Prospectus   Supplement,
modifications  and amendments of each Indenture may be made by the Company,  any
Guarantor and the Trustee  without the consent of the Holders to: (i) cause each
Indenture to be qualified under the TIA or to add provisions  expressly required
under the TIA:  (ii) evidence the  succession of another  person to the Company,
any Guarantor or other obligor upon the Debt  Securities  and the  assumption by
any such  successor  of the  covenants of the  Company,  any  Guarantor or other
obligor upon the Debt Securities  under the Indenture and in the Debt Securities
of any series; (iii) add to the covenants of the Company, any Guarantor or other
obligor  upon the Debt  Securities  for the benefit of the holders  (and if such
covenants are to be for the benefit of less than all series of Debt  Securities,
stating that such covenants are expressly  being included solely for the benefit
of such series) or an  additional  Event of Default to all or any series of Debt
Securities,  or surrender any right or power conferred upon the Company; (iv) to
secure the Debt Securities of any series; (v) to add to or change any provisions
to such extent as necessary to facilitate the issuance or


                                       30




administration  of Debt  Securities in bearer form or facilitate the issuance or
administration  of Debt  Securities in global form;  (vi) to change or eliminate
any provision affecting only Debt Securities not yet issued;  (vii) to establish
the form or terms of Debt  Securities  and  Guarantees of any series;  (viii) to
evidence and provide for successor  Trustees or to add or change any  provisions
of such  Indenture  to such  extent as  necessary  to permit or  facilitate  the
appointment  of a  separate  Trustee or  Trustees  for  specific  series of Debt
Securities;  (ix) to permit payment in respect of Debt Securities in bearer form
in the United States to the extent  allowed by law; (x) to make  provision  with
respect to any  conversion  or  exchange  rights of holders  not  adverse to the
holders  of any  Debt  Securities  of any  series  then  outstanding  with  such
conversion or exchange rights which provision  directly affects any such series,
including  providing  for the  conversion  or exchange of Debt  Securities  into
Common Stock or Preferred Stock; (xi) cure any ambiguity,  correct or supplement
any provision which may be defective or inconsistent  with any other  provision,
or make any other provisions with respect to matters or questions  arising under
the  Indenture  which  shall  not be  inconsistent  with the  provisions  of the
Indenture;  provided,  however,  that  no such  modification  or  amendment  may
adversely  affect the interest of holders of Debt  Securities of any series then
outstanding in any material  respect;  or (xii) if a Debt Security of any series
is guaranteed, to add a Guarantor pursuant to the requirements of the Indenture.

     The  holders  of a  majority  in  aggregate  principal  amount  of the Debt
Securities of a series may waive compliance with certain  restrictive  covenants
and provisions of the Indenture with respect to that series.


SUBORDINATION

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  the
payment of principal  of,  premium on, if any, and interest on any  Subordinated
Debt Securities  will be  subordinated in right of payment,  as set forth in the
applicable  Subordinated  Indenture,  to the prior payment in full of all Senior
Indebtedness  (as  defined in the  applicable  Prospectus  Supplement),  whether
outstanding on the date of the Subordinated Indenture or thereafter incurred.

     Unless otherwise provided in the applicable Prospectus  Supplement,  during
the  continuance  of  any  default  in the  payment  of  any  Designated  Senior
Indebtedness (as such term is defined in the applicable  Prospectus  Supplement)
no payment  (other than  payments  previously  made  pursuant to the  provisions
described  under  "--  Defeasance  or  Covenant  Defeasance  of  Indenture")  or
distribution  of any assets of the Company of any kind or  character  (excluding
certain permitted equity interests or subordinated  securities) shall be made on
account of the principal of, premium,  if any, or interest on, the  Subordinated
Debt Securities or on account of the purchase,  redemption,  defeasance or other
acquisition of, the Subordinated  Debt Securities  unless and until such default
has  been  cured,  waived  or has  ceased  to exist  or such  Designated  Senior
Indebtedness (as such term is defined in the applicable  Prospectus  Supplement)
shall have been discharged or paid in full in cash or cash equivalents or in any
other form as acceptable to the holders of Senior  Indebtedness  after which the
Company  shall  resume  making any and all  required  payments in respect of the
Subordinated Debt Securities, including any missed payments.

     Unless otherwise provided in the applicable Prospectus  Supplement,  during
the continuance of any non-payment default with respect to any Designated Senior
Indebtedness  pursuant  to which the  maturity  thereof  may be  accelerated  (a
"Non-payment Default") and after the receipt by the Trustee and the Company from
a  representative  of the  holder of any  Designated  Senior  Indebtedness  of a
written notice of such default,  no payment (other than payments previously made
pursuant to the provisions described under "-- Defeasance or Covenant Defeasance
of  Indenture")  or  distribution  of any  assets of the  Company of any kind or
character (excluding certain permitted equity or subordinated securities) may be
made by the Company on account of the principal of, premium, if any, or interest
on, the Subordinated Debt Securities or on account of the purchase,  redemption,
defeasance or other  acquisition  of, the  Subordinated  Debt Securities for the
period specified below (the "Payment Blockage Period").

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  the
Payment  Blockage  Period  shall  commence  upon the  receipt  of  notice of the
Non-payment  Default by the Trustee from a representative  of the holders of any
Designated  Senior  Indebtedness  and shall end on the earliest of (i) the first
date on which more than 179 days shall have  elapsed  since the  receipt of such
written notice (provided such Designated Senior  Indebtedness as to which notice
was given shall not theretofore have been


                                       31




accelerated),  (ii)  the  date  on  which  such  Non-payment  Default  (and  all
Non-payment  Defaults as to which  notice is given after such  Payment  Blockage
Period is  initiated)  are  cured,  waived  or ceased to exist or on which  such
Designated  Senior  Indebtedness  is  discharged or paid in full in cash or cash
equivalents  or in any other form as  acceptable  to the  holders of  Designated
Senior Indebtedness or (iii) the date on which such Payment Blockage Period (and
all Non-payment Defaults as to which notice is given after such Payment Blockage
Period is initiated) shall have been terminated by written notice to the Company
or  the  Trustee  from  the  representative  of  holders  of  Designated  Senior
Indebtedness  or the  holders of at least a majority  of the  Designated  Senior
Indebtedness  initiating such Payment Blockage Period,  after which, in the case
of clauses (i), (ii) and (iii), the Company shall promptly resume making any and
all required payments in respect of the Subordinated Debt Securities,  including
any missed  payments.  In no event will a Payment  Blockage Period extend beyond
179 days from the date of the  receipt  by the  Company  or the  Trustee  of the
notice  initiating such Payment Blockage Period (such 179-day period referred to
as the "Initial Period").  Any number of notices of Non-payment  Defaults may be
given during the Initial  Period;  provided that during any 365-day  consecutive
period only one Payment Blockage Period during which payment of principal of, or
interest on, the  Subordinated  Debt Securities may not be made may commence and
the  duration  of the  Payment  Blockage  Period  may not  exceed  179 days.  No
Non-payment Default with respect to Designated Senior Indebtedness which existed
or was continuing on the date of the commencement of any Payment Blockage Period
will be,  or can be,  made the basis for the  commencement  of a second  Payment
Blockage Period,  whether or not within a period of 365 consecutive days, unless
such  default  has  been  cured or  waived  for a  period  of not  less  than 90
consecutive days.

     Unless otherwise provided in the applicable Prospectus  Supplement,  if the
Company fails to make any payment on  Subordinated  Debt  Securities when due or
within any  applicable  grace  period,  whether or not on account of the payment
blockage provisions referred to above, such failure would constitute an Event of
Default  under the  Indenture  and would enable the holders of the  Subordinated
Debt Securities to accelerate the maturity thereof. See "-- Events of Default."

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that in the event of any insolvency or bankruptcy case or
proceeding,  or any receivership,  liquidation,  reorganization or other similar
case or  proceeding  in  connection  therewith,  relative  to the Company or its
assets,  or any  liquidation,  dissolution  or other  winding up of the Company,
whether  voluntary or  involuntary  and whether or not  involving  insolvency or
bankruptcy,  or any  assignment  for  the  benefit  of  creditors  or any  other
marshalling  of assets or liabilities  of the Company,  all Senior  Indebtedness
must  be paid in full  in  cash  or  cash  equivalents  or in any  other  manner
acceptable  to the holders of Senior  Indebtedness,  or provision  made for such
payment, before any payment or distribution (excluding  distributions of certain
permitted equity or subordinated securities) is made on account of the principal
of, premium, if any, or interest on the Subordinated Debt Securities.

     By reason of such subordination, in the event of liquidation or insolvency,
creditors  of the  Company who are  holders of Senior  Indebtedness  may recover
more, ratably,  than the holders of the Subordinated Debt Securities,  and funds
which  would be  otherwise  payable  to the  holders  of the  Subordinated  Debt
Securities will be paid to the holders of the Senior  Indebtedness to the extent
necessary to pay the Senior  Indebtedness in full in cash or cash equivalents or
in any other manner  acceptable to the holders of Senior  Indebtedness,  and the
Company  may be  unable  to meet  its  obligations  fully  with  respect  to the
Subordinated Debt Securities.

     To  the  extent  provided  in the  applicable  Prospectus  Supplement,  any
Guarantee of  Subordinated  Debt  Securities by a Guarantor will be an unsecured
subordinated obligation of such Guarantor, ranking pari passu with, or senior in
right of  payment  to,  all  other  existing  and  future  indebtedness  of such
Guarantor that is expressly  subordinated to Guarantor  Senior  Indebtedness (as
defined in the applicable  Indenture).  To the extent provided in the applicable
Prospectus  Supplement,   indebtedness  evidenced  by  the  Guarantees  will  be
subordinated  to  Guarantor  Senior  Indebtedness  to  the  same  extent  as the
Subordinated Debt Securities are subordinated to Senior  Indebtedness and during
any  period  when  payment on the  Subordinated  Debt  Securities  is blocked by
Designated  Senior  Indebtedness,  payment on the  Guarantees  will be similarly
blocked.


                                       32




DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE

     Unless otherwise  provided in the applicable  Prospectus  Supplement,  each
Indenture will provide that the Company may, at its option,  at any time,  elect
to have the obligations of the Company,  each of the Guarantors (if any) and any
other  obligor  upon  the  Debt  Securities   discharged  with  respect  to  the
outstanding  Debt  Securities  of  an  applicable  series  ("defeasance").  Such
defeasance means that the Company, each of the Guarantors (if any) and any other
obligor  under the  Indenture  shall be deemed to have paid and  discharged  the
entire  indebtedness  represented  by the  outstanding  Debt  Securities of such
series,  except for (i) the rights of holders of outstanding  Debt Securities to
receive  payments in respect of the principal of, premium,  if any, and interest
on such  Debt  Securities  when  such  payments  are  due,  (ii)  the  Company's
obligations  with respect to the Debt Securities  concerning  issuing  temporary
Debt Securities,  registration of Debt Securities, mutilated, destroyed, lost or
stolen Debt  Securities,  and the maintenance of an office or agency for payment
and money for security payments held in trust, (iii) the rights, powers, trusts,
duties and  immunities  of the Trustee,  (iv) the  defeasance  provisions of the
Indenture and (v) if the Debt Security is  convertible,  the right of the holder
to convert  the Debt  Security  pursuant to the terms of the Debt  Security.  In
addition,  the  Company  may,  at its option and at any time,  elect to have the
obligations  of the Company and any  Guarantor  released with respect to certain
covenants that are described in the Indenture  ("covenant  defeasance")  and any
omission to comply with such  obligations  shall not  constitute a Default or an
Event of Default with respect to the Debt  Securities of the applicable  series.
In  the  event  covenant  defeasance  occurs,   certain  events  (not  including
non-payment  enforceability of any Guarantee,  bankruptcy and insolvency events)
described  under "-- Events of Default"  will no longer  constitute  an Event of
Default with respect to the Notes.

     Unless otherwise provided in the applicable Prospectus Supplement, in order
to exercise  either  defeasance  or covenant  defeasance,  (i) the Company  must
irrevocably  deposit with the Trustee,  in trust, for the benefit of the holders
of  the  Debt  Securities,  cash  in  United  States  dollars,  U.S.  Government
Obligations (as defined in the applicable Indenture),  or a combination thereof,
in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent  public  accountants or a nationally  recognized  investment
banking  firm  expressed  in a written  certification  thereof  delivered to the
Trustee, to pay and discharge the principal of, premium, if any, and interest on
the  applicable  Debt  Securities  on the stated  maturity of such  principal or
installment of principal or interest (or on the "Defeasance  Redemption Date" as
defined in the applicable  Prospectus  Supplement),  if when  exercising  either
defeasance or covenant  defeasance,  the Company has delivered to the Trustee an
irrevocable  notice to redeem  all of the  outstanding  Debt  Securities  of the
applicable  series  on the  Defeasance  Redemption  Date;  (ii)  in the  case of
defeasance,  the  Company  shall  have  delivered  to the  Trustee an opinion of
independent  counsel in the  United  States  stating  that (A) the  Company  has
received  from, or there has been published by, the Internal  Revenue  Service a
ruling or (B) since the date of  issuance  of the  applicable  Debt  Securities,
there has been a change in the applicable federal income tax law, in either case
to the effect that, and based thereon such opinion of independent counsel in the
United States shall confirm that, the holders of the outstanding Debt Securities
will not  recognize  income,  gain or loss for federal  income tax purposes as a
result of such  defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred; (iii) in the case of covenant defeasance,  the
Company shall have delivered to the Trustee an opinion of independent counsel in
the  United  States  to the  effect  that the  holders  of the  applicable  Debt
Securities  will not  recognize  income,  gain or loss for  federal  income  tax
purposes as a result of such covenant  defeasance and will be subject to federal
income  tax on the same  amounts,  in the same  manner  and at the same times as
would have been the case if such covenant  defeasance had not occurred;  (iv) no
Default or Event of Default shall have occurred and be continuing on the date of
such  deposit  or insofar as clause  (vii) or (viii)  under the first  paragraph
under "-- Events of Default" are concerned, at any time during the period ending
on the 91st day after  the date of  deposit;  (v) such  defeasance  or  covenant
defeasance  shall not cause the Trustee for the  applicable  Debt  Securities to
have a conflicting interest with respect to any securities of the Company or any
Guarantor;  (vi) such  defeasance or covenant  defeasance  shall not result in a
breach or violation  of, or  constitute a Default  under,  the  Indenture or any
other material  agreement or instrument to which the Company or any Guarantor is
a party or by which it is bound;  (vii) the Company shall have  delivered to the
Trustee


                                       33




an opinion of  independent  counsel to the effect  that (A) the trust funds will
not be subject to any rights of  holders  of Senior  Indebtedness  or  Guarantor
Senior  Indebtedness,  including,  without  limitation,  those arising under the
Indenture and (B) after the 91st day following the deposit, the trust funds will
not  be  subject  to  the  effect  of  any  applicable  bankruptcy,  insolvency,
reorganization or similar laws affecting creditors' rights generally; (viii) the
Company  shall have  delivered to the Trustee an officers'  certificate  stating
that the deposit was not made by the Company with the intent of  preferring  the
holders of the Debt  Securities or any guarantee over the other creditors of the
Company or any Guarantor  with the intent of defeating,  hindering,  delaying or
defrauding  creditors of the Company,  any Guarantor or others; (ix) no event or
condition shall exist that would prevent the Company from making payments of the
principal of,  premium,  if any, and interest on the Debt Securities on the date
of such  deposit  or at any time  ending  on the 91st day after the date of such
deposit;  and (x) the Company  shall have  delivered to the Trustee an officers'
certificate  and an  opinion  of  independent  counsel,  each  stating  that all
conditions  precedent  provided  for  relating to either the  defeasance  or the
covenant defeasance, as the case may be, have been complied with.


NOTICES

     Unless otherwise provided in the applicable Prospectus Supplement,  notices
to holders of registered  Debt Securities will be given by mail to the addresses
of such holders as they may appear in the Register.


OWNER OF DEBT SECURITIES

     Unless otherwise provided in the applicable  Prospectus Supplement relating
to the Debt Securities of a particular series, the Company, the Trustees and any
agent of the Company or the  Trustees  may treat the person in whose name a Debt
Security in registered  form is  registered,  and may treat the bearer of a Debt
Security in bearer form, as the absolute owner thereof (whether or not such Debt
Security may be overdue) for the purpose of receiving  payment and for all other
purposes.


GOVERNING LAW

     Unless  otherwise  provided in the applicable  Prospectus  Supplement,  the
Indenture,  the Debt  Securities and any guarantees will be governed by the laws
of the State of New York.


THE TRUSTEE

     The Trustee for each series of Debt  Securities  will be  identified in the
applicable   Prospectus   Supplement.   Each  Indenture  will  contain   certain
limitations on the right of a Trustee thereunder,  as a creditor of the Company,
to obtain payment of claims in certain cases, or to realize on certain  property
received in respect of any such claim as security or otherwise.

     The  holders of a majority  in  principal  amount of all  outstanding  Debt
Securities of a series (or if more than one series is affected  thereby,  of all
series so affected,  voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the Trustee for such series.

     In case an Event of Default  shall occur (and shall not be cured) under any
Indenture  relating to a series of Debt  Securities  and is known to the Trustee
under such Indenture,  such Trustee shall exercise such of the rights and powers
vested in it by such  Indenture and use the same degree of care and skill in its
exercise as a prudent  person would exercise or use under the  circumstances  in
the conduct of his own affairs.  Subject to such provisions,  no Trustee will be
under  any  obligation  to  exercise  any of its  rights  or  powers  under  the
applicable  Indenture  at the request of any of the  Holders of Debt  Securities
unless  they  shall  have  offered  to  such  Trustee   security  and  indemnity
satisfactory to it.


                                       34




                          DESCRIPTION OF CAPITAL STOCK


GENERAL

     The Company  currently has two classes of Common  Stock,  each having a par
value of $.01 per share,  and two  classes of issued and  outstanding  Preferred
Stock,  also with a par value of $.01 per share. Upon the issuance of all shares
covered by this  Prospectus,  the Controlling  Stockholders,  by virtue of their
beneficial ownership of 100% of the shares of the Class B Common Stock, with its
super voting rights as described  below,  will retain control over the Company's
business and operations.

     The following summary of the Company's capital stock does not purport to be
complete  and is subject to  detailed  provisions  of, and is  qualified  in its
entirety  by  reference  to, the  Company's  Amended  and  Restated  Articles of
Incorporation (the "Amended Certificate"). The Amended Certificate is an exhibit
to the  Registration  Statement  of  which  this  Prospectus  is a  part  and is
available as set forth under "Available Information."

     The Amended  Certificate  authorizes the Company to issue up to 100,000,000
shares of Class A Common Stock, par value $.01 per share,  35,000,000  shares of
Class B Common  Stock,  par  value  $.01 per  share,  and  10,000,000  shares of
preferred stock,  par value $.01 per share. As of November 30, 1997,  39,164,553
shares of Common Stock,  consisting of 13,414,472 shares of Class A Common Stock
and  25,750,081  shares of Class B Common  Stock,  were issued and  outstanding,
1,071,381  shares of Series B  Preferred  Stock  were  issued  and  outstanding,
2,062,000  shares of Series C Preferred  Stock were issued and  outstanding  and
3,450,000  shares of Series D  Convertible  Exchangeable  Preferred  Stock  were
issued and outstanding.


COMMON STOCK

     The rights of the  holders  of the Class A Common  Stock and Class B Common
Stock are substantially identical in all respects,  except for voting rights and
the right of Class B Common  Stock to  convert  into Class A Common  Stock.  The
holders of the Class A Common  Stock are  entitled  to one vote per  share.  The
holders of the Class B Common  Stock are  entitled to ten votes per share except
as described  below. The holders of all classes of Common Stock entitled to vote
will  vote  together  as  a  single  class  on  all  matters  presented  to  the
stockholders  for their vote or  approval  except as  otherwise  required by the
general corporation laws of the State of Maryland ("Maryland General Corporation
Law").  Except for  transfers to a "Permitted  Transferee"  (generally,  related
parties of a Controlling Stockholder),  any transfer of shares of Class B Common
Stock held by any of the Controlling  Stockholders  will cause such shares to be
automatically  converted  to Class A Common  Stock.  In  addition,  if the total
number of shares of Common Stock held by the Controlling  Stockholders  falls to
below 10% of the total number of shares of Common Stock outstanding,  all of the
outstanding  shares of Class B Common Stock  automatically will be classified as
Class A Common Stock. In any merger,  consolidation or business combination, the
consideration  to be  received  per share by the  holders  of the Class A Common
Stock must be  identical  to that  received by the holders of the Class B Common
Stock,  except that in any such  transaction  in which shares of a third party's
common stock are  distributed in exchange for the Company's  Common Stock,  such
shares may differ as to voting  rights to the extent that such voting rights now
differ among the classes of Common Stock.

     The holders of Class A Common Stock and Class B Common Stock will vote as a
single class, with each share of each class entitled to one vote per share, with
respect to any  proposed  (a)  "Going  Private"  transaction;  (b) sale or other
disposition of all or  substantially  all of the Company's  assets;  (c) sale or
transfer  which would cause a fundamental  change in the nature of the Company's
business;  or (d) merger or consolidation of the Company in which the holders of
the Company's  Common Stock will own less than 50% of the Common Stock following
such  transaction.  A "Going Private"  transaction is defined as any "Rule 13e-3
transaction,"  as such  term is  defined  in Rule  13e-3  promulgated  under the
Exchange Act between the Company and (i) the Controlling Stockholders,  (ii) any
affiliate  of the  Controlling  Stockholders,  or (iii)  any  group of which the
Controlling   Stockholders   are  an  affiliate  or  of  which  the  Controlling
Stockholders  are a member.  An  "affiliate" is defined as (i) any individual or
entity who or that,  directly or indirectly,  controls,  is controlled by, or is
under the common control of the


                                       35




Controlling  Stockholders;  (ii) any corporation or organization (other than the
Company  or a  majority-owned  subsidiary  of the  Company)  of which any of the
Controlling Stockholders is an officer or partner or is, directly or indirectly,
the  beneficial  owner of 10% or more of any  class of voting  securities  or in
which any of the Controlling Stockholders has a substantial beneficial interest;
(iii) a voting trust or similar  arrangement  pursuant to which the  Controlling
Stockholders generally control the vote of the shares of Common Stock held by or
subject  to any such  trust or  arrangement;  (iv) any other  trust or estate in
which any of the Controlling  Stockholders has a substantial beneficial interest
or as to which any of the Controlling  Stockholders  serves as a trustee or in a
similar  fiduciary  capacity;  or (v) any relative or spouse of the  Controlling
Stockholders or any relative of such spouse who has the same residence as any of
the Controlling Stockholders.

     Under  Maryland  General  Corporation  Law, the holders of Common Stock are
entitled  to vote as a separate  class  with  respect  to any  amendment  of the
Amended  Certificate  that would  increase or decrease the  aggregate  number of
authorized  shares of such  class,  increase  or  decrease  the par value of the
shares of such  class,  or modify or change the powers,  preferences  or special
rights of the shares of such class so as to affect such class adversely.

     For a discussion of the effects of disproportionate  voting rights upon the
holders of the Class A Common Stock, see "Risk Factors -- Voting Rights; Control
by Controlling Stockholders;  Potential Anti-Takeover Effect of Disproportionate
Voting Rights."

     Stockholders  of the Company have no  preemptive  rights or other rights to
subscribe  for  additional  shares,  except  that the  Class B  Common  Stock is
convertible  into  Class A  Common  Stock  by the  holders  thereof.  Except  as
described  in the prior  sentence,  no shares of any class of Common  Stock have
conversion  rights or are  subject to  redemption.  Subject to the rights of any
outstanding  preferred  stock  which may be  hereafter  classified  and  issued,
holders of Common  Stock are  entitled to receive  dividends,  if any, as may be
declared by the  Company's  Board of Directors  out of funds  legally  available
therefor and to share,  regardless of class, equally on a share-for-share  basis
in any  assets  available  for  distribution  to  stockholders  on  liquidation,
dissolution or winding up of the Company.  Under the Bank Credit Agreement,  the
Existing Indentures, the terms of the Series C Preferred Stock and certain other
debt of the Company,  the Company's ability to declare Common Stock dividends is
restricted.


EXISTING PREFERRED STOCK

     Series B Preferred Stock. As partial  consideration  for the acquisition of
assets  from  River  City,  the  Company  issued  1,150,000  shares  of Series A
Preferred  Stock to River  City which has since been  converted  into  1,150,000
shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a
liquidation  preference  of $100  and,  after  payment  of this  preference,  is
entitled  to share in  distributions  made to  holders  of  shares  of (plus all
accrued and unpaid dividends through the determination  date) Common Stock. Each
holder of a share of Series B Preferred  Stock is entitled to receive the amount
of liquidating  distributions received with respect to approximately 3.64 shares
of Common  Stock  (subject  to  adjustment)  less the amount of the  liquidation
preference. The liquidation preference of Series B Preferred Stock is payable in
preference to Common Stock of the Company,  but may rank equal to or below other
classes of capital  stock of the  Company.  After a "Trigger  Event" (as defined
below),  the Series B  Preferred  Stock  ranks  senior to all classes of capital
stock of the Company as to liquidation  preference,  except that the Company may
issue up to $400 million of capital stock ("Senior Securities"), as to which the
Series B Preferred  Stock will have the same rank. The Series C Preferred  Stock
are Senior Securities.  The Prospectus  Supplement for any Preferred  Securities
sold pursuant to this  Prospectus  that are to be designated  Senior  Securities
will so  indicate.  A Trigger  Event  means  the  termination  of Barry  Baker's
employment  with the Company prior to the  expiration  of the initial  five-year
term of his  employment  agreement  (1) by the Company for any reason other than
for Cause (as defined in the  employment  agreement)  or (2) by Barry Baker upon
the occurrence of certain events described in the employment agreement.

     The holders of Series B Preferred Stock do not initially receive dividends,
except to the extent that  dividends are paid to the holders of Common Stock.  A
holder  of  shares  of  Series B  Preferred  Stock is  entitled  to share in any
dividends paid to holders of Common Stock, with each share of Series B


                                       36




Preferred  Stock  allocated the amount of dividends  allocated to  approximately
3.64 shares of Common Stock  (subject to  adjustment).  In  addition,  after the
occurrence of a Trigger Event, holders of shares of Series B Preferred Stock are
entitled to quarterly dividends in the amount of $3.75 per share per quarter for
the first year, and in the amount of $5.00 per share per quarter after the first
year.  Dividends are payable either in cash or in additional  shares of Series B
Preferred  Stock at the rate of $100 per share.  Dividends on Series B Preferred
Stock are  payable in  preference  to the  holders of any other class of capital
stock of the Company,  except for Senior  Securities,  which will rank senior to
the Series B Preferred Stock as to dividends until a Trigger Event,  after which
Senior  Securities  will have the same rank as  Series B  Preferred  Stock as to
dividends.

     The  Company may redeem  shares of Series B  Preferred  Stock for an amount
equal to $100 per  share  plus any  accrued  and  unpaid  dividends  at any time
beginning 180 days after a Trigger  Event,  but holders have the right to retain
their  shares in which case the shares  will  automatically  be  converted  into
shares of Class A Common Stock on the proposed redemption date.

     Each share of Series B Preferred  Stock is entitled to  approximately  3.64
votes  (subject  to  adjustment)  on all matters  with  respect to which Class A
Common Stock has a vote,  and the Series B Preferred  Stock votes  together with
the Class A Common Stock as a single  class,  except that the Series B Preferred
Stock is  entitled  to vote as a separate  class (and  approval of a majority of
such votes is required) on certain matters,  including changes in the authorized
amount of Series B Preferred  Stock and actions  affecting the rights of holders
of Series B Preferred Stock.

     Shares of Series B Preferred  Stock are convertible at any time into shares
of Class A Common Stock, with each share of Series B Preferred Stock convertible
into  approximately  3.64 shares of Class A Common Stock. The conversion rate is
subject to adjustment if the Company  undertakes a stock split,  combination  or
stock  dividend  or  distribution  or if the  Company  issues  Common  Stock  or
securities  convertible into Common Stock at a price less than $27.50 per share.
Shares of Series B  Preferred  Stock  issued as  payment  of  dividends  are not
convertible  into Class A Common Stock and become void at the time of conversion
of a  shareholder's  other  shares of Series B  Preferred  Stock.  All shares of
Series B  Preferred  Stock  remaining  outstanding  on May 31,  2001 (other than
shares issued as a dividend)  automatically convert into Class A Common Stock on
that date.

     Series C Preferred  Stock.  As of November 30, 1997, the Company has issued
and  outstanding  2,062,000  shares of Series C  Preferred  Stock,  all of which
shares are held by KDSM,  Inc., a wholly-owned  subsidiary of the Company.  Each
share of Series C Preferred Stock has a liquidation preference (the "Liquidation
Amount") of $100 plus an amount equal to any  accumulated  and unpaid  dividends
(whether or not earned or declared) to the date of payment. KDSM, Inc. purchased
the  Series C  Preferred  Stock  from the  proceeds  of  $206,200,000  aggregate
principal amount of KDSM Senior Debentures,  all of which are held by the Trust,
a trust  all of the  common  securities  of which  are held by  KDSM,  Inc.  The
obligations of KDSM,  Inc.  under the KDSM Senior  Debentures are secured by the
Series C Preferred  Stock.  The Trust purchased the KDSM Senior  Debentures from
the proceeds of $200 million aggregate liquidation value of Preferred Securities
plus the  proceeds  of the  issuance  to KDSM,  Inc.  of $6.2  million of common
securities  of the Trust.  Sinclair has  guaranteed  the  obligations  under the
Preferred  Securities,  on a junior subordinated basis in an amount equal to the
lesser  of (a) the full  liquidation  preference  plus  accumulated  and  unpaid
dividends  to  which  the  holders  of the  Preferred  Securities  are  lawfully
entitled,  and (b) the amount of the Trust's legally  available assets remaining
after the satisfaction of all claims of other parties which, as a matter of law,
are prior to those of the holders of the Preferred Securities. Sinclair has also
agreed to fully and  unconditionally  guarantee  the  payment of the KDSM Senior
Debentures  on a junior  subordinated  basis if and effective as of the time the
KDSM Senior Debentures are distributed to holders of the Preferred Securities in
certain circumstances.

     The Series C Preferred  Stock has a maturity  date of March 15,  2009,  and
will be mandatorily  redeemable on its maturity  date.  With respect to dividend
rights and rights upon liquidation,  winding-up and dissolution of Sinclair, the
Series C  Preferred  Stock  ranks  senior  to the  Sinclair's  common  stock and
Sinclair's  Series B Preferred Stock except that upon a Trigger Event the Series
C  Preferred  Stock will rank pari passu  with the Series B  Preferred  Stock in
respect  of  dividend  rights  and  rights  upon  liquidation,  dissolution  and
winding-up of Sinclair.


                                       37




     Dividends on the Series C Preferred  Stock are payable  quarterly at a rate
per  annum of 12 5/8% of the  stated  Liquidation  Amount  of $100 per share and
cumulate  from March 12,  1997.  Dividends  are payable  quarterly in arrears on
March 15, June 15,  September  15 and December 15 of each year (each a "Dividend
Payment  Date") to the holders of record on the March 1, June 1, September 1 and
December 1 next preceding each Dividend Payment Date. Sinclair has the right, at
any time  and from  time to time,  to defer  dividend  payments  for up to three
consecutive  quarters;  provided  that  Sinclair  will  be  required  to pay all
dividends due and owing on the Series C Preferred Stock at least once every four
quarters  and must pay all  dividends  due and owing on the  Series C  Preferred
Stock on March 25,  2009.  The remedy for the  holders of the Series C Preferred
Stock upon a failure by Sinclair to pay all  dividends  due and owing thereon at
least once every four  quarters  (or for any other  breaches  under the Series C
Preferred  Stock) is the right to elect two  directors  to  Sinclair's  board of
directors.

     Holders of the Series C  Preferred  Stock do not have any voting  rights in
ordinary  circumstances.  However,  the vote of the  holders  of a  majority  in
aggregate  Liquidation  Amount of outstanding  Series C Preferred Stock (100% in
certain  circumstances)  is  required to approve  any  amendment  to the Amended
Certificate or the Articles Supplementary to the Amended Certificate that govern
the Series C Preferred Stock (the "Series C Articles  Supplementary") that would
adversely affect the powers, preferences or special rights of the holders of the
Series C Preferred Stock or cause the liquidation,  dissolution or winding-up of
Sinclair.  In  addition,  the approval of the holders of a majority in aggregate
Liquidation  Amount of  outstanding  Series C  Preferred  Stock is  required  to
approve the issuance of any preferred  stock by Sinclair  which is senior to the
Series C Preferred Stock in right of payment. In addition,  upon a Voting Rights
Triggering  Event  (which is defined to  include a failure to pay  dividends  as
described  above,  a failure to make a Change of Control Offer (as  defined),  a
failure to redeem the Series C Preferred Stock upon maturity and a breach of the
covenants  described below), the holders of a majority in aggregate  Liquidation
Amount of the  outstanding  Series C Preferred Stock have the right to elect two
directors to the board of directors of Sinclair.  KDSM,  Inc.,  as the holder of
the Series C Preferred  Stock,  has agreed not to take or consent to any actions
or waive any rights  under the Series C Preferred  Stock or elect any  directors
without the approval of the holders of the  majority in principal  amount of the
KDSM Senior Debentures.  The Trust, as the holder of the KDSM Senior Debentures,
has in turn agreed that it will not provide such  approval  without the approval
of the holders of a majority in aggregate  Liquidation  Value of the outstanding
Preferred Securities (100% in certain circumstances).

     The Series C Articles  Supplementary contain certain covenants,  including,
but not  limited  to,  covenants  with  respect to the  following  matters:  (i)
limitation  on  indebtedness;  (ii)  limitation on  restricted  payments;  (iii)
limitation on transactions  with affiliates;  (iv) limitation on sale of assets;
(v)  limitation on  unrestricted  subsidiaries;  (vi)  restrictions  on mergers,
consolidations and the transfer of all or substantially all of the assets of the
Company to another person; (vii) provision of financial  statements;  and (viii)
limitation on the issuance of senior preferred stock.  Violation of any of these
covenants  (after a grace  period  in  certain  circumstances)  will be a Voting
Rights Triggering Event.

     Upon a Change of Control of Sinclair (as defined),  Sinclair is required to
make an offer (a "Change  of  Control  Offer") to redeem all or a portion of the
shares of Series C Preferred Stock at 101% of such shares' aggregate Liquidation
Amount,  plus accrued and unpaid  dividends,  if any, to the date of  redemption
unless and for so long as such redemption is prohibited by the terms of the Bank
Credit  Agreement  or the  Existing  Indentures.  If Sinclair  does not make and
consummate  a Change of Control  Offer upon a Change of Control,  the holders of
the Series C Preferred  Stock will have the right to elect two  directors to the
board of directors of Sinclair.

     The  Company  has the option (a) at any time on or after  March 15, 2002 to
redeem the Series C Preferred  Stock, in whole or in part, in cash at redemption
prices declining from 105.813% to 100% (in 2006) of the Liquidation  Amount, and
(b) at any time on or prior to March 15, 2000 to redeem, in whole or in part, up
to 33 1/3% of the aggregate  Liquidation Amount of the Series C Preferred Stock,
with the proceeds of one or more Public Equity Offerings (as defined), at a cash
redemption  price of 111.625% of the  principal  amount  thereof,  plus  accrued
dividends to the date of redemption;  provided that after any such redemption at
least 66 2/3% of the  aggregate  Liquidation  Amount of the  Series C  Preferred
Stock  originally  issued remain  outstanding  and that such  redemption be made
within 180 days of each such Public Equity Offering.


                                       38




     Series D Convertible Exchangeable Preferred Stock. As of November 30, 1997,
the Company had issued and outstanding  3,450,000 shares of Series D Convertible
Exchangeable  Preferred Stock.  Each share of Series D Convertible  Exchangeable
Preferred Stock has a liquidation  preference of $50 plus an amount equal to any
accrued and unpaid dividends.

     With  respect  to  dividends  and  amounts  payable  upon the  liquidation,
dissolution or winding up of the Company, the Series D Convertible  Exchangeable
Preferred Stock will rank (i) junior in right of payment to all  indebtedness of
the Company and its  Subsidiaries,  (ii) senior to the Class A Common  Stock and
the Class B Common Stock, (iii) pari passu with the Series C Preferred Stock and
(iv) senior to the Company's Series B Preferred Stock except that upon a Trigger
Event the Series D Convertible Exchangeable Preferred Stock will rank pari passu
with the Series B Preferred Stock in respect of dividends and distributions upon
liquidation, dissolution and winding-up of the Company.

     Dividends  on the Series D  Convertible  Exchangeable  Preferred  Stock are
cumulative  and accrue from  September 23, 1997,  the date of issuance,  and are
payable  quarterly  commencing  on December 15, 1997, in the amount of $3.00 per
share  annually,  when,  as and if  declared  by the Board of  Directors  out of
legally available funds.

     Holders of Convertible  Exchangeable Preferred Stock do not have any voting
rights  in  ordinary  circumstances.  In  exercising  any  voting  rights,  each
outstanding share of Series D Convertible  Exchangeable  Preferred Stock will be
entitled  to  one  vote.   Whenever   dividends  on  the  Series  D  Convertible
Exchangeable  Preferred Stock are in arrears in an aggregate  amount equal to at
least six  quarterly  dividends  (whether or not  consecutive),  the size of the
Company's  board of  directors  will be increased by two (or, if the size of the
board of directors  cannot be so increased,  the Company shall cause the removal
or  resignation  of a  sufficient  number of  directors),  and the  holders of a
majority  of the  Series D  Convertible  Exchangeable  Preferred  Stock,  voting
separately as a class,  will be entitled to select two directors to the board of
directors at (i) any annual meeting of stockholders at which directors are to be
elected  held during the period when the  dividends  remain in arrears or (ii) a
special  meeting of  stockholders  called by the  Company at the  request of the
holders of the Series D Convertible  Exchangeable  Preferred Stock. These voting
rights  will  terminate  when  all  dividends  in  arrears  and for the  current
quarterly  period have been paid in full or declared  and set apart for payment.
The term of  office  of the  additional  directors  so  elected  will  terminate
immediately   upon  that  payment  or  provision  for  payment.   Under  certain
circumstances,  the Company may be required to pay  additional  dividends  if it
fails to provide for the board seats referred to above.

     In addition,  so long as any Series D  Convertible  Exchangeable  Preferred
Stock is  outstanding,  the Company will not,  without the  affirmative  vote or
consent of the holders of at least 66 2/3% of all outstanding shares of Series D
Convertible  Exchangeable  Preferred Stock (i) amend, alter or repeal (by merger
or otherwise)  any provision of the Amended  Certificate,  or the By-Laws of the
Company  so  as  to  affect   adversely   the  relative   rights,   preferences,
qualifications,   limitations  or  restrictions  of  the  Series  D  Convertible
Exchangeable  Preferred  Stock,  (ii) authorize any new class of Senior Dividend
Stock (as defined),  any Senior  Liquidation  Stock (as defined) or any security
convertible  into Senior  Dividend Stock or Senior  Liquidation  Stock, or (iii)
effect any reclassification of the Series D Convertible  Exchangeable  Preferred
Stock.

     The  shares  of  Series D  Convertible  Exchangeable  Preferred  Stock  are
convertible at the option of the holder at any time, unless previously  redeemed
or exchanged, into Class A Common Stock of the Company, at a conversion price of
$45.625 per share of Class A Common Stock  (equivalent  to a conversion  rate of
1.0959  shares  of Class A  Common  Stock  per  share  of  Series D  Convertible
Exchangeable Preferred Stock), subject to adjustment in certain events.

     Upon the  occurrence  of a Change of Control  (as  defined),  each share of
Series D Convertible  Exchangeable  Preferred  Stock will be  convertible at the
option of its holder for a limited  period  into the number of shares of Class A
Common Stock  determined  by dividing  the $50  liquidation  preference  of such
share, plus accrued and unpaid  dividends,  by the greater of (i) the average of
the last reported sales price per share of the Class A Common Stock for the last
five trading  days before the Change of Control or (ii) $26.42,  as adjusted for
stock splits or combinations. Upon a Change of Control, the Company may


                                       39




elect to pay holders of the Series D Convertible  Exchangeable  Preferred  Stock
exercising  their special  conversion  rights an amount in cash equal to the $50
liquidation preference of the Series D Convertible  Exchangeable Preferred Stock
plus any accrued and unpaid dividends,  in which event no conversion pursuant to
the  exercise of the special  conversion  rights will occur,  unless the Company
defaults  in  payments of such  amounts.  A Change of Control  will result in an
event of  default  under  the Bank  Credit  Agreement  and  could  result in the
acceleration of all indebtedness under the Bank Credit Agreement.  Moreover, the
Bank Credit  Agreement  prohibits  the  repurchase  of the Series D  Convertible
Exchangeable  Preferred  Stock by the  Company.  A Change of  Control  will also
require  the  Company  to offer to redeem  the  Existing  Notes and the Series C
Preferred Stock.

     The Series D Convertible  Exchangeable Preferred Stock is redeemable at the
Company's option, in whole or from time to time in part, for cash at any time on
or after September 20, 2000,  initially at a price per share equal to 104.20% of
the liquidation  preference thereof,  declining ratably on or after September 15
of each year thereafter to a redemption  price equal to 100% of such liquidation
preference per share on or after September 15, 2007 plus, in each case,  accrued
and unpaid dividends.

     Subject to certain  conditions,  the Company  may,  at its  option,  on any
scheduled  date  for the  payment  of  dividends  on the  Series  D  Convertible
Exchangeable  Preferred  Stock  commencing  on December 15,  2000,  exchange the
Series D Convertible Exchangeable Preferred Stock, in whole but not in part, for
the Company's 6%  Convertible  Subordinated  Debentures  due 2012 (the "Exchange
Debentures").  Holders of Series D Convertible  Exchangeable  Preferred Stock so
exchanged will be entitled to $1,000 principal amount of Exchange Debentures for
each  $1,000 of  liquidation  preference  of Series D  Convertible  Exchangeable
Preferred  Stock held by such holders at the time of exchange plus an amount per
share  in cash  equal  to all  accrued  but  unpaid  dividends  (whether  or not
declared)  thereon to the date of exchange.  The Exchange  Debentures  will bear
interest  payable  quarterly  in arrears on March 15, June 15,  September 15 and
December 15 of each year,  commencing  on the first such payment date  following
the date of exchange.  Beginning on December 15, 2000, at the Company's  option,
the Exchange  Debentures will be redeemable,  in whole or in part, at redemption
prices beginning at 104.20% of the principal  amount of the Exchange  Debentures
and  decreasing to 100% of such  principal  amount on September  15, 2007,  plus
accrued and unpaid interest.  Under certain circumstances  involving a Change of
Control,  holders  will have the right to require the Company to purchase  their
Exchange  Debentures  at a price equal to 100% of the principal  amount  thereof
plus accrued interest.  The Exchange Debentures will be convertible into Class A
Common  Stock on  substantially  the  same  terms  as the  Series D  Convertible
Exchangeable  Preferred  Stock is  convertible  into Class A Common  Stock.  The
Exchange Debentures will be subordinated to all Senior Indebtedness.


NEW PREFERRED STOCK

     The particular  terms of any series of Preferred  Stock offered hereby will
be  set  forth  in the  Prospectus  Supplement  relating  thereto.  The  rights,
preferences,  privileges and  restrictions,  including  dividend rights,  voting
rights,  terms  of  redemption,  retirement  and  sinking  fund  provisions  and
liquidation  preferences,  if any, of the Preferred Stock of each series offered
hereby will be fixed or designated pursuant to Articles Supplementary adopted by
the Board of Directors or a duly  authorized  committee  thereof.  The terms, if
any,  on which  shares of any  series of  Preferred  Stock  offered  hereby  are
convertible or  exchangeable  into Common Stock or Debt  Securities will also be
set forth in the Prospectus  Supplement relating thereto. Such terms may include
provisions for conversion or exchange,  either  mandatory,  at the option of the
holder,  or at the option of the Company,  in which case the number of shares of
Common Stock to be received by the holders of  Preferred  Stock  offered  hereby
would be  calculated  as of a time and in the  manner  stated in the  applicable
Prospectus  Supplement.  The description of the terms of a particular  series of
Preferred  Stock  offered  hereby  that  will  be set  forth  in the  applicable
Prospectus  Supplement  does not purport to be complete  and is qualified in its
entirety by reference to the Articles Supplementary relating to such series.


DEPOSITARY SHARES

     General. The  Company  may,  at  its  option,  elect  to offer receipts for
fractional  interests ("Depositary Shares") in Preferred Stock, rather than full
shares of Preferred Stock. In such event, receipts


                                       40




("Depositary  Receipts") for Depositary  Shares,  each of which will represent a
fraction (to be set forth in the Prospectus  Supplement relating to a particular
series of Preferred Stock) of a share of a particular series of Preferred Stock,
will be issued as described below.

     The shares of any  series of  Preferred  Stock  represented  by  Depositary
Shares will be deposited  under a Deposit  Agreement  (the "Deposit  Agreement")
between the Company and a depositary  to be named by the Company in a Prospectus
Supplement (the  "Depositary").  Subject to the terms of the Deposit  Agreement,
each  owner  of a  Depositary  Share  will be  entitled,  in  proportion  to the
applicable fraction of a share of Preferred Stock represented by such Depositary
Share,  to all the rights and  preferences  of the Preferred  Stock  represented
thereby (including dividend,  voting,  redemption,  subscription and liquidation
rights).  The following  summary of certain  provisions of the Deposit Agreement
does not  purport to be  complete  and is subject  to, and is  qualified  in its
entirety by reference to, all the provisions of the Deposit Agreement, including
the  definitions  therein  of  certain  terms.  Copies of the  forms of  Deposit
Agreement and Depositary Receipt will be filed as exhibits to or incorporated by
reference into the  Registration  Statement of which this  Prospectus is a part,
and the  following  summary is  qualified  in its  entirety by reference to such
exhibits.

     Dividends and Other Distributions.  The Depositary will distribute all cash
dividends or other cash distributions received in respect of the Preferred Stock
to the record holders of Depositary  Shares  relating to such Preferred Stock in
proportion to the numbers of such Depositary Shares owned by such holders.

     In the event of a  distribution  other than in cash,  the  Depositary  will
distribute property received by it to the record holders of Depositary Shares in
an equitable manner, unless the Depositary determines that it is not feasible to
make such distribution,  in which case the Depositary may sell such property and
distribute  the  net  proceeds  from  such  sale  to such  holders.  The  amount
distributed in any of the foregoing cases may be reduced by any amounts required
to be withheld by the Company or the Depositary on account of taxes.

     Withdrawal of Preferred Stock.  Upon surrender of Depositary  Receipts at a
designated  office  of  the  Depositary,  the  owner  of the  Depositary  Shares
evidenced  thereby  will be entitled to delivery at such office of  certificates
evidencing  Preferred  Stock  (but  only in whole  shares  of  Preferred  Stock)
represented by such Depositary  Shares. If the Depositary  Receipts delivered by
the  holder  evidence a number of  Depositary  Shares in excess of the number of
whole shares of Preferred Stock to be withdrawn,  the Depositary will deliver to
such holder at the same time a new  Depositary  Receipt  evidencing  such excess
number of Depositary Shares.

     Redemption of Depositary Shares. If a series of Preferred Stock represented
by Depositary  Shares is subject to redemption,  the  Depositary  Shares will be
redeemed  from  the  proceeds  received  by the  Depositary  resulting  from the
redemption,  in whole or in part, of such series of Preferred  Stock held by the
Depositary.  The  redemption  price per  Depositary  Share  will be equal to the
applicable  fraction of the  redemption  price per share payable with respect to
such series of the  Preferred  Stock.  Whenever  the Company  redeems  shares of
Preferred  Stock held by the  Depositary,  the Depositary  will redeem as of the
same  redemption  date the number of Depositary  Shares  representing  shares of
Preferred Stock so redeemed.  If fewer than all the Depositary  Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot, pro rata
or by any other equitable method as may be determined by the Depositary.

     Voting the Preferred Stock.  Upon receipt of notice of any meeting at which
the holders of the Preferred  Stock are entitled to vote,  the  Depositary  will
mail the  information  contained in such notice of meeting to the record holders
of the Depositary Shares relating to such Preferred Stock. Each record holder of
such  Depositary  Shares on the record  date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Depositary
as to the  exercise  of the  voting  rights  pertaining  to  the  amount  of the
Preferred Stock represented by such holder's  Depositary  Shares. The Depositary
will  endeavor,  insofar  as  practicable,  to vote the  number of shares of the
Preferred Stock  represented by such  Depositary  Shares in accordance with such
instructions, and the Company will agree to take all reasonable action which may
be deemed necessary by the Depositary in order to enable


                                       41




the Depositary to do so. The  Depositary  will abstain from voting shares of the
Preferred Stock to the extent it does not receive specific instructions from the
holder of Depositary Shares representing such Preferred Stock.

     Amendment and Termination of the Deposit Agreement.  The form of Depositary
Receipt  evidencing  the  Depositary  Shares and any  provision  of the  Deposit
Agreement  may at any time be amended by  agreement  between the Company and the
Depositary.  However,  any amendment which  materially and adversely  alters the
rights of the holders of  Depositary  Shares will not be  effective  unless such
amendment  has  been  approved  by the  holders  of at least a  majority  of the
Depositary Shares then outstanding. The Deposit Agreement will only terminate if
(i) all outstanding  Depositary Shares have been redeemed or (ii) there has been
a final distribution in respect of the Preferred Stock,  including in connection
with  any  liquidation,  dissolution  or  winding  up of the  Company  and  such
distribution has been distributed to the holders of Depositary Receipts.

     Resignation  and Removal of  Depositary.  The  Depositary may resign at any
time by  delivering  to the  Company  notice of its  election  to do so, and the
Company may at any time remove the Depositary,  any such  resignation or removal
to take effect upon the appointment of a successor Depositary and its acceptance
of such appointments. Such successor Depositary must be appointed within 60 days
after  delivery  of the notice of  resignation  or removal and must be a bank or
trust  company  having its  principal  office in the United  States and having a
combined capital and surplus of at least $50,000,000.

     Charges of  Depositary.  The Company  will pay all transfer and other taxes
and  governmental  charges  arising  solely from the existence of the depositary
arrangements.  The Company will pay charges of the Depositary in connection with
the initial deposit of the Preferred Stock and issuance of Depositary  Receipts,
all withdrawals of shares of Preferred Stock by owners of the Depositary  Shares
and any redemption of the Preferred Stock.  Holders of Depositary  Receipts will
pay other  transfer  and other  taxes and  governmental  charges  and such other
charges as they are expressly  provided in the Deposit Agreement to be for their
accounts.

     Miscellaneous.  The Depositary will forward all reports and  communications
from the Company which are delivered to the  Depositary and which the Company is
required or  otherwise  determines  to furnish to the  holders of the  Preferred
Stock.

     Neither the  Depositary  nor the Company  will be liable  under the Deposit
Agreement to holders of Depositary Receipts other than for its gross negligence,
willful misconduct or bad faith.  Neither the Company nor the Depositary will be
obligated  to  prosecute  or  defend  any legal  proceeding  in  respect  of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is furnished.
The  Company  and the  Depositary  may rely upon  written  advice of  counsel or
accountants,  or upon information provided by persons presenting Preferred Stock
for deposit,  holders of  Depositary  Receipts or other  persons  believed to be
competent and on documents believed to be genuine.


CERTAIN STATUTORY AND CHARTER PROVISIONS

     The  following  paragraphs  summarize  certain  provisions  of the Maryland
General Corporation Law and the Company's Amended  Certificate and By-Laws.  The
summary  does not  purport to be  complete  and  reference  is made to  Maryland
General  Corporation Law and the Company's  Amended  Certificate and By-Laws for
complete information.

     Business  Combinations. Under the Maryland General Corporation Law, certain
"business  combinations" (including a merger, consolidation, share exchange, or,
in  certain  circumstances,  an asset transfer or issuance of equity securities)
between  a Maryland corporation and any person who beneficially owns 10% or more
of   the   corporation's   stock  (an  "Interested  Stockholder")  must  be  (a)
recommended  by  the  corporation's  board of directors; and (b) approved by the
affirmative  vote  of  at  least (i) 80% of the corporation's outstanding shares
entitled  to vote and (ii) two-thirds of the outstanding shares entitled to vote
which  are  not  held  by  the  Interested  Stockholder  with  whom the business
combination  is  to  be  effected, unless, among other things, the corporation's
common  stockholders  receive  a  minimum  price (as defined in the statute) for
their  shares  and  the consideration is received in cash or in the same form as
previously  paid  by  the Interested Stockholder for his shares. In addition, an
Interested Stock-


                                       42




holder or any affiliate thereof may not engage in a "business  combination" with
the  corporation for a period of five (5) years following the date he becomes an
Interested Stockholder.  These provisions of Maryland law do not apply, however,
to business combinations that are approved or exempted by the board of directors
of a  Maryland  corporation.  It is  anticipated  that  the  Company's  Board of
Directors will exempt from the Maryland  statute any business  combination  with
the Controlling  Stockholders,  any present or future  affiliate or associate of
any of them, or any other person acting in concert or as a group with any of the
foregoing persons.

     Control Share  Acquisitions.  The Maryland General Corporation Law provides
that "control  shares" of a Maryland  corporation  acquired in a "control  share
acquisition"  may  not be  voted  except  to the  extent  approved  by a vote of
two-thirds of the votes  entitled to be cast by  stockholders  excluding  shares
owned  by the  acquirer,  officers  of the  corporation  and  directors  who are
employees of the  corporation.  "Control shares" are shares which, if aggregated
with all other shares previously  acquired which the person is entitled to vote,
would  entitle the  acquirer to vote (i) 20% or more but less than  one-third of
such shares,  (ii) one-third or more but less than a majority of such shares, or
(iii) a majority of the outstanding shares. Control shares do not include shares
the  acquiring  person is  entitled to vote  because  stockholder  approval  has
previously been obtained. A "control share acquisition" means the acquisition of
control shares, subject to certain exceptions.

     A person who has made or proposes to make a control share  acquisition  and
who has obtained a definitive  financing agreement with a responsible  financial
institution  providing  for any amount of  financing  not to be  provided by the
acquiring  person may  compel the  corporation's  board of  directors  to call a
special  meeting of stockholders to be held within 50 days of demand to consider
the  voting  rights of the  shares.  If no request  for a meeting  is made,  the
corporation may itself present the question at any stockholders meeting.

     Subject to certain  conditions and limitations,  the corporation may redeem
any or all of the control  shares,  except  those for which  voting  rights have
previously been approved,  for fair value  determined,  without regard to voting
rights,  as of the date of the last control share  acquisition or of any meeting
of stockholders at which the voting rights of such shares are considered and not
approved.  If voting  rights for control  shares are approved at a  stockholders
meeting and the  acquirer is entitled to vote a majority of the shares  entitled
to vote, all other stockholders may exercise appraisal rights. The fair value of
the shares as determined for purposes of such  appraisal  rights may not be less
than the highest  price per share paid in the  control  share  acquisition,  and
certain  limitations and  restrictions  otherwise  applicable to the exercise of
dissenters' rights do not apply in the context of a control share acquisition.

     The control share acquisition  statute does not apply to shares acquired in
a merger,  consolidation  or share exchange if the corporation is a party to the
transaction,  or to  acquisitions  approved  or  excepted  by or pursuant to the
articles of incorporation or by-laws of the corporation.

     Effect of Business Combination and Control Share Acquisition Statutes.  The
business  combination  and control  share  acquisition  statutes  could have the
effect of discouraging offers to acquire any such offer.

     Limitation on Liability of Directors and  Officers.  The Company's  Amended
Certificate  provides  that,  to the  fullest  extent  that  limitations  on the
liability of  directors  and  officers  are  permitted  by the Maryland  General
Corporation  Law, no director or officer of the Company shall have any liability
to the Company or its  stockholders for monetary  damages.  The Maryland General
Corporation  Law provides that a  corporation's  charter may include a provision
which  restricts  or limits the  liability  of its  directors or officers to the
corporation or its  stockholders for money damages except (1) to the extent that
it is proved that the person actually  received an improper benefit or profit in
money,  property or services,  for the amount of the benefit or profit in money,
property or services  actually  received or (2) to the extent that a judgment or
other final adjudication  adverse to the person is entered in a proceeding based
on a finding in the proceeding that the person's action,  or failure to act, was
the result of active and deliberate  dishonesty and was material to the cause of
action  adjudicated  in the  proceeding.  In  situations  to which  the  Amended
Certificate  provision  applies,  the  remedies  available  to the  Company or a
stockholder are limited to equitable  remedies such as injunction or rescission.
This provision would not, in the opinion of the  Commission,  eliminate or limit
the liability of directors and officers under the federal securities laws.


                                       43




     Indemnification. The Company's Amended Certificate and By-Laws provide that
the  Company  may  advance  expenses  to its  currently  acting  and its  former
directors to the fullest extent permitted by Maryland  General  Corporation Law,
and that the Company shall indemnify and advance expenses to its officers to the
same extent as its  directors and to such further  extent as is consistent  with
law. The  Maryland  General  Corporation  Law provides  that a  corporation  may
indemnify  any director  made a party to any  proceeding by reason of service in
that  capacity  unless it is  established  that (1) the act or  omission  of the
director was material to the matter  giving rise to the  proceeding  and (a) was
committed  in bad  faith  or  (b)  was  the  result  of  active  and  deliberate
dishonesty,  or (2) the director  actually received an improper personal benefit
in money,  property or services,  or (3) in the case of an criminal  proceeding,
the  director  had  reasonable  cause to believe  that the act or  omission  was
unlawful.  The statute permits Maryland  corporations to indemnify its officers,
employees  or agents to the same  extent as its  directors  and to such  further
extent as is consistent with law.

     The Company has also entered into  indemnification  agreements with certain
officers and  directors  which  provide  that the Company  shall  indemnify  and
advance  expenses to such officers and directors to the fullest extent permitted
by applicable  law in effect on the date of the  agreement,  and to such greater
extent  as  applicable  law  may  thereafter  from  time to  time  permit.  Such
agreements  provide for the advancement of expenses (subject to reimbursement if
it is  ultimately  determined  that the officer or  director is not  entitled to
indemnification) prior to the final disposition of any claim or proceeding.


FOREIGN OWNERSHIP

     Under the Amended Certificate and to comply with FCC rules and regulations,
the  Company  is not  permitted  to issue or  transfer  on its  books any of its
capital  stock to or for the account of any Alien (as  defined) if after  giving
effect to such  issuance  or  transfer,  the  capital  stock  held by or for the
account of any alien or Aliens would exceed,  individually  or in the aggregate,
25% of the  Company's  capital  stock at any time  outstanding.  Pursuant to the
Amended Certificate,  the Company will have the right to repurchase  alien-owned
shares at their fair market  value to the extent  necessary,  in the judgment of
the Board of Directors,  to comply with the alien  ownership  restrictions.  Any
issuance or transfer of capital stock in violation of such  prohibition  will be
void and of no force and effect.  The Amended  Certificate also provides that no
Alien or Aliens  shall be entitled  to vote,  direct or control the vote of more
than 25% of the total  voting  power of all the shares of  capital  stock of the
Company outstanding and entitled to vote at any time and from time to time. Such
percentage,  however, is 20% in the case of the Company's subsidiaries which are
direct holders of FCC licenses.  In addition,  the Amended Certificate  provides
that no Alien shall be qualified to act as an officer of the Company and no more
than 25% of the total  number of  directors  of the  Company  at any time may be
Aliens.  The Amended  Certificate  further  gives the Board of  Directors of the
Company all power necessary to administer the above provisions.


TRANSFER AGENT AND REGISTRAR

     The Transfer Agent and Registrar for the Company's  Class A Common Stock is
The First  National  Bank of Boston.  The Transfer  Agent and  Registrar for any
Preferred Securities issued pursuant to this Prospectus will be specified in the
applicable Prospectus Supplement.


                              PLAN OF DISTRIBUTION

     The  Securities  offered  hereby may be sold by the  Company or the Selling
Stockholders  on a negotiated  or  competitive  bid basis  through  underwriting
syndicates  represented by managing  underwriters or by  underwriters  without a
syndicate,  dealers or agents designated from time to time, or directly to other
purchasers.  The  distribution of the Securities  offered hereby may be effected
from time to time in one or more transactions at a fixed price or prices,  which
may be  changed,  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices or at negotiated  prices. To the extent
required,  any Prospectus  Supplement  with respect to the  Securities  will set
forth the method of distribution of the offered Securities,  of the offering and
the proceeds to the Company from the sale thereof,  any underwriting  discounts,
commission and other terms constituting compensation to underwriters and


                                       44




other items of price,  and any discounts or concessions  allowed or reallowed or
paid to dealers.  Any public  offering  price and any  discounts or  concessions
allowed or reallowed or paid to dealers may be changed from time to time.

     If  underwriters  are utilized,  the Securities  being sold to them will be
acquired by the  underwriters  for their own account and may be resold from time
to time in one or more transactions,  including  negotiated  transactions,  at a
fixed public  offering  price,  or at varying  prices  determined at the time of
sale. The  Securities  may be offered to the public either through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more firms acting as underwriters. To the extent required, the underwriter or
underwriters  with respect to the Securities being offered by the Company or the
Selling Stockholders will be named in the Prospectus Supplement relating to such
offering and, if an underwriting  syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such Prospectus  Supplement.
Any underwriting agreement will provide that the obligations of the underwriters
are subject to certain conditions precedent.

     Underwriters  may sell  the  Securities  to or  through  dealers,  and such
dealers  may  receive  compensation  in the form of  discounts,  concessions  or
commissions  from the  underwriters  and/or  commissions from the purchasers for
whom they act as agents.  If a dealer is utilized in the sale of the Securities,
the Company or the Selling  Stockholders  will sell the Securities to the dealer
as principal. The dealer may then resell the Securities to the public at varying
prices  to be  determined  by the  dealer  at the  time of sale.  To the  extent
required,  any dealer involved in the offer or sale of the Securities in respect
of which  this  Prospectus  is  delivered  will be set  forth in the  Prospectus
Supplement.

     The  Securities  may be  sold  directly  by  the  Company  or  the  Selling
Stockholders  or  through  agents  designated  by the  Company  or  the  Selling
Stockholders  from time to time. To the extent  required,  any agent involved in
the offer or sale of the  securities  in  respect of which  this  Prospectus  is
delivered  will be set  forth in the  Prospectus  Supplement.  Unless  otherwise
indicated in the Prospectus Supplement,  any such agent will be acting on a best
efforts  basis for the period of its  appointment.  This  Prospectus  is not the
exclusive means for resales of Class A Common Stock by the Selling  Stockholders
who may,  for  example,  sell  Class A Common  Stock  under  Rule 144  under the
Securities Act.

     Any  underwriters,  dealers and agents that participate in the distribution
of the Securities may be deemed to be underwriters as the term is defined in the
Securities  Act and any  discounts  or  commissions  received  by them  from the
Company  or the  Selling  Stockholders  and any  profits  on the  resale  of the
Securities by them may be deemed to be  underwriting  discounts and  commissions
under the  Securities  Act.  Underwriters,  dealers and agents may be  entitled,
under  agreements  that may be  entered  into with the  Company  or the  Selling
Stockholders, to indemnification against or to contribution toward certain civil
liabilities,  including liabilities under the Securities Act, or to contribution
with  respect  to  payments  that the  underwriters,  dealers  or agents  may be
required to make in respect of such liabilities.

     Underwriters,  dealers and agents may engage in other  transactions with or
perform  other  services  for the  Company or the Selling  Stockholders.  To the
extent  required,  any such  relationships  will be set  forth  in a  Prospectus
Supplement.


                                  LEGAL MATTERS

     The validity of the securities being offered hereby and certain other legal
matters regarding the securities will be passed upon for the Company by Thomas &
Libowitz,  P.A.,  Baltimore,  Maryland,  counsel to the Company,  and by Wilmer,
Cutler &  Pickering,  Baltimore,  Maryland,  special  securities  counsel to the
Company.  Certain legal matters under the Communications Act of 1934, as amended
and the rules and regulations  promulgated  thereunder by the FCC will be passed
upon  for the  Company  by  Fisher  Wayland  Cooper  Leader &  Zaragoza  L.L.P.,
Washington,  D.C. Basil A. Thomas,  a director of the Company,  is of counsel to
Thomas & Libowitz, P.A.


                                       45




                                     EXPERTS

     The  Consolidated  Financial  Statements and schedules of the Company as of
December  31, 1995 and 1996 and for each of the years ended  December  31, 1994,
1995 and 1996, incorporated by reference in this Prospectus and elsewhere in the
Registration  Statement  have been audited by Arthur  Andersen LLP,  independent
public accountants,  as indicated in their reports with respect thereto, and are
incorporated  herein in reliance  upon the  authority of said firm as experts in
giving said reports.

     The consolidated  financial statements of River City Broadcasting,  L.P. as
of December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995 have been  incorporated  by reference  herein and in the
Registration  Statement  in reliance  upon the report of KPMG Peat  Marwick LLP,
independent certified public accountants,  incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

     The financial statements of Paramount Stations Group of Kerrville,  Inc. as
of December 31, 1994 and August 3, 1995 and for the year ended December 31, 1994
and the period from  January 1, 1995  through  August 3, 1995,  incorporated  by
reference in this  Prospectus and elsewhere in the  Registration  Statement have
been  audited  by  Arthur  Andersen  LLP,  independent  public  accountants,  as
indicated in their reports with respect thereto,  and are incorporated herein in
reliance upon the authority of said firm as experts in giving said reports.

     The financial  statements of KRRT, Inc. as of December 31, 1995 and for the
period from July 25, 1995 through  December 31, 1995,  incorporated by reference
in this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
reports with respect thereto,  and are incorporated  herein in reliance upon the
authority of said firm as experts in giving said reports.

     The consolidated  financial  statements of Superior  Communications  Group,
Inc. at December 31, 1995 and 1994,  and for each of the two years in the period
ended December 31, 1995,  incorporated  by reference in this  Prospectus and the
Registration  Statement  have been  audited  by Ernst & Young  LLP,  independent
auditors, as set forth in their report thereon incorporated by reference herein,
and are included in reliance  upon such report given upon the  authority of such
firm as experts in accounting and auditing.

     The financial statements of Flint TV, Inc. as of December 31, 1994 and 1995
and for each of the years  ended  December  31, 1994 and 1995,  incorporated  by
reference in this Prospectus and elsewhere in this  Registration  Statement have
been audited by Arthur Andersen LLP,  independent public accountants,  as stated
in their reports with respect thereto,  and are incorporated  herein in reliance
on the authority of said firm as experts in giving said reports.

     The  financial  statements  of Kansas  City TV 62 Limited  Partnership  and
Cincinnati TV 64 Limited  Partnership  as of and for the year ended December 31,
1995,  incorporated  in this Prospectus by reference to the Form 8-K of Sinclair
Broadcast  Group,  Inc.  dated May 9, 1996  (filed  May 17,  1996)  have been so
incorporated  in reliance  on the report of Price  Waterhouse  LLP,  independent
accountants,  given on the  authority  of said firm as experts in  auditing  and
accounting.

     The financial  statements of Heritage Media Services,  Inc. -- Broadcasting
Segment  as of and for  the  year  ended  December  31,  1996,  incorporated  by
reference in this  Prospectus and elsewhere in the  Registration  Statement have
been audited by Arthur Andersen LLP,  independent public accountants,  as stated
in their reports with respect thereto,  and are incorporated  herein in reliance
on the authority of said firm as experts in giving said reports.


                                       46




                                          
===========================================  ===========================================
     NO DEALER, SALESPERSON OR OTHER PERSON                                             
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION                                             
OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN                                             
THOSE    CONTAINED   IN   THIS   PROSPECTUS                                             
SUPPLEMENT OR THE ACCOMPANYING  PROSPECTUS,                                             
IN  CONNECTION  WITH  THE  OFFER  CONTAINED                  $250,000,000               
HEREIN,   AND,  IF  GIVEN  OR  MADE,   SUCH                                             
INFORMATION OR REPRESENTATIONS  MUST NOT BE                                             
RELIED  UPON AS HAVING BEEN  AUTHORIZED  BY                                             
THE  COMPANY  OR ANY  OF THE  UNDERWRITERS.                                             
THIS   PROSPECTUS    SUPPLEMENT   AND   THE                                             
ACCOMPANYING  PROSPECTUS DO NOT  CONSTITUTE                                             
AN  OFFER TO SELL OR A  SOLICITATION  OF AN         SINCLAIR BROADCAST GROUP, INC.      
OFFER  TO BUY THE  NOTES BY  ANYONE  IN ANY                                             
JURISDICTION   IN   WHICH   THE   OFFER  OR                                             
SOLICITATION IS NOT AUTHORIZED, OR IN WHICH                                             
THE PERSON MAKING THE OFFER OR SOLICITATION                                             
IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON                                             
TO WHOM IT IS  UNLAWFUL  TO MAKE SUCH OFFER           8 3/4% SENIOR SUBORDINATED        
OR  SOLICITATION.  NEITHER THE  DELIVERY OF                                             
THIS   PROSPECTUS    SUPPLEMENT   AND   THE                                             
ACCOMPANYING  PROSPECTUS  NOR ANY SALE MADE                                             
HEREUNDER SHALL CREATE ANY IMPLICATION THAT                 NOTES DUE 2007              
INFORMATION  CONTAINED HEREIN IS CORRECT AS                                             
OF ANY TIME SUBSEQUENT TO THIS DATE HEREOF.                                             
                                                                                        
                                                                                        
                                                                                        
         --------------------------                                                     
             TABLE OF CONTENTS                                [SBG                      
                                                      SINCLAIR BROADCAST GROUP          
                                                              LOGO]                     
                                                                                        
                                      PAGE NO.
                                      --------
           PROSPECTUS SUPPLEMENT                                                        
Prospectus Supplement Summary  .........S-1               -----------------             
Historical and Pro Forma Ratios of Earn-       P R O S P E C T U S S U P P L E M E N T  
   ings to Fixed Charges                S-12                                            
Use of Proceeds ........................S-13                                            
Capitalization  ........................S-14                                            
Description of the Notes ...............S-15                                            
Description of Indebtedness ............S-46              DECEMBER 12, 1997             
Underwriting ...........................S-49                                            
Legal Matters   ........................S-50                                            
                 PROSPECTUS                                                             
Available Information .................. 1                                              
Incorporation of Certain Documents by                                                   
   Reference ........................... 1                                              
The Company  ........................... 3                -----------------             
Risk Factors ........................... 3               SALOMON SMITH BARNEY           
Use of Proceeds ........................19                                              
Historical and Pro Forma Ratio of Earn-                                                 
   ings to Fixed Charges                20              CHASE SECURITIES INC.           
Description of Debt Securities .........21                                              
Description of Capital Stock   .........35                                              
Plan of Distribution  ..................44                                              
Legal Matters   ........................45                                              
Experts   ..............................46                                              
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