PAXSON COMMUNICATIONS CORP
PURCHASE AGREEMENT DATED 01/07/02
<DOCUMENT>
<TYPE>EX-10.223
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<FILENAME>g74691ex10-223.txt
<DESCRIPTION>PURCHASE AGREEMENT DATED 01/07/02
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                                                                  Exhibit 10.223


                        PAXSON COMMUNICATIONS CORPORATION

                                  $493,782,880

              12 1/4% Senior Subordinated Discount Notes Due 2009

                               Purchase Agreement

                                                              New York, New York
                                                                 January 7, 2002

Salomon Smith Barney Inc.
UBS Warburg LLC
Bear, Stearns & Co. Inc.
Credit Suisse First Boston Corporation
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York  10013

Ladies and Gentlemen:

                  Paxson Communications Corporation, a corporation organized
under the laws of Delaware (the "Company"), proposes to issue and sell to the
several parties named in Schedule I hereto (the "Initial Purchasers"), for whom
you (the "Representatives") are acting as representatives, $493,782,880
principal amount at maturity of its 12 1/4 % Senior Subordinated Discount Notes
Due 2009 (the "Notes" and, together with the Guarantees (as defined below), the
"Securities"). The Securities are to be issued under an indenture (the
"Indenture"), dated as of January 14, 2002, among the Company, the Guarantors
(as defined below) and The Bank of New York, as trustee (the "Trustee"). The
Securities have the benefit of a registration rights agreement (the
"Registration Rights Agreement"), dated as of January 14, 2002, among the
Company, the Guarantors and the Initial Purchasers, pursuant to which the
Company and the Guarantors have agreed to register the Securities under the Act
subject to the terms and conditions therein specified. The Securities will be
unconditionally guaranteed (the "Guarantees") on an unsecured senior
subordinated basis by each of the Company's direct and indirect domestic
subsidiaries set forth on the signature page hereto (the "Guarantors"). To the
extent there are no additional parties listed on Schedule I other than you, the
term Representatives as used herein shall mean you as the Initial Purchasers,
and the terms Representatives and Initial Purchasers shall mean either the
singular or plural as the context



<PAGE>

requires. The use of the neuter in this Agreement shall include the feminine and
masculine wherever appropriate. Certain terms used herein are defined in Section
17 hereof.

                  The sale of the Securities to the Initial Purchasers will be
made without registration of the Securities under the Act in reliance upon
exemptions from the registration requirements of the Act.

                  In connection with the sale of the Securities, the Company has
prepared a preliminary offering memorandum, dated December 31, 2001 (as amended
or supplemented at the Execution Time, the "Preliminary Memorandum"), and a
final offering memorandum, dated January 7, 2002 (as amended or supplemented at
the Closing Date, the "Final Memorandum"). Each of the Preliminary Memorandum
and the Final Memorandum sets forth certain information concerning the Company,
the Guarantors and the Securities. The Company hereby confirms that it has
authorized the use of the Preliminary Memorandum and the Final Memorandum, and
any amendment or supplement thereto, in connection with the offer and sale of
the Securities by the Initial Purchasers.

                  1. REPRESENTATIONS AND WARRANTIES. The Company and the
Guarantors, jointly and severally, represent and warrant to each Initial
Purchaser as set forth below in this Section 1:

                  (a) The Preliminary Memorandum, at the date thereof, did not
         contain any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading. At the
         Execution Time and on the Closing Date, the Final Memorandum did not,
         and will not (and any amendment or supplement thereto, at the date
         thereof and at the Closing Date, will not), contain any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; PROVIDED,
         HOWEVER, that the Company and the Guarantors make no representation or
         warranty as to the information contained in or omitted from the
         Preliminary Memorandum or the Final Memorandum, or any amendment or
         supplement thereto, in reliance upon and in conformity with information
         furnished in writing to the Company by or on behalf of the Initial
         Purchasers through the Representatives specifically for inclusion
         therein.

                  (b) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf has, directly or
         indirectly, made offers or sales of any security, or solicited offers
         to buy any security, under circumstances that would require the
         registration of the Securities under the Act.



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                  (c) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf has engaged in
         any form of general solicitation or general advertising (within the
         meaning of Regulation D) in connection with any offer or sale of the
         Securities in the United States.

                  (d) The Securities satisfy the eligibility requirements of
         Rule 144A(d)(3) under the Act.

                  (e) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf has engaged in
         any directed selling efforts with respect to the Securities, and each
         of them has complied with the offering restrictions requirement of
         Regulation S. Terms used in this paragraph have the meanings given to
         them by Regulation S.

                  (f) The Company has been advised by the NASD's PORTAL Market
         that the Securities have been designated PORTAL-eligible securities in
         accordance with the rules and regulations of the NASD.

                  (g) The Company is not, and after giving effect to the
         offering and sale of the Securities and the application of the proceeds
         thereof as described in the Final Memorandum will not be, an
         "investment company" within the meaning of the Investment Company Act,
         without taking account of any exemption arising out of the number of
         holders of the Company's securities.

                  (h) The Company is subject to and in full compliance with the
         reporting requirements of Section 13 or Section 15(d) of the Exchange
         Act.

                  (i) Neither the Company nor any of the Guarantors has paid or
         agreed to pay to any person any compensation for soliciting another to
         purchase any Securities (except as contemplated by this Agreement).

                  (j) Neither the Company nor any Guarantor has taken, directly
         or indirectly, any action designed to cause or which has constituted or
         which might reasonably be expected to cause or result, under the
         Exchange Act or otherwise, in the stabilization or manipulation of the
         price of any security of the Company to facilitate the sale or resale
         of the Securities.

                  (k) Each of the Company and the Guarantors has been duly
         incorporated or organized and is validly existing as a corporation,
         limited liability company or limited partnership in good standing under
         the laws of the jurisdiction in which it is chartered or organized with
         full corporate, limited liability company or partnership power and




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         authority to own or lease, as the case may be, and to operate its
         properties and conduct its business as described in the Final
         Memorandum, and is duly qualified to do business as a foreign
         corporation, limited liability company or partnership and is in good
         standing under the laws of each jurisdiction which requires such
         qualification, except where the failure to be so qualified would not
         reasonably be expected to have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole.
         Except as set forth on Schedule I(1) hereto, the Company has no
         subsidiaries other than the Guarantors.

                  (l) With respect to those Guarantors which are corporations,
         all the outstanding shares of capital stock of each Guarantor have been
         duly and validly authorized and issued and are fully paid and
         nonassessable, and all outstanding shares of capital stock of the
         Guarantors are owned by the Company either directly or through other
         wholly owned Guarantors free and clear of any perfected security
         interest or any other security interests, claims, liens or
         encumbrances, except as disclosed in the Final Memorandum.

                  (m) The statements in the Final Memorandum under the headings
         "Description of Material Indebtedness and Preferred Stock,"
         "Description of the Notes," "Exchange Offer; Registration Rights" and
         "Important Federal Income Tax Considerations" fairly summarize the
         matters therein described.

                  (n) This Agreement has been duly authorized, executed and
         delivered by the Company and each Guarantor; the Indenture has been
         duly authorized and, assuming due authorization, execution and delivery
         thereof by the Trustee, when executed and delivered by the Company and
         each Guarantor, will constitute a legal, valid and binding instrument
         enforceable against the Company and each Guarantor in accordance with
         its terms (subject, as to the enforcement of remedies, to applicable
         bankruptcy, reorganization, insolvency, moratorium or other laws
         affecting creditors' rights generally from time to time in effect and
         to general principles of equity); the Securities have been duly
         authorized, and, when executed and, in the case of the Notes,
         authenticated, in accordance with the provisions of the Indenture and
         delivered to and paid for by the Initial Purchasers, will have been
         duly executed and delivered by the Company and each Guarantor and will
         constitute the legal, valid and binding obligations of the Company and
         each Guarantor entitled to the benefits of the Indenture (subject, as
         to the enforcement of remedies, to applicable bankruptcy, insolvency,
         moratorium or other laws affecting creditors' rights generally from
         time to time in effect and to general principles of equity); and the
         Registration Rights Agreement has been duly authorized and, when
         executed and delivered by the Company and each Guarantor, will
         constitute the legal, valid, binding and enforceable agreement of the
         Company and




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         each Guarantor (subject, as to the enforcement of remedies, to
         applicable bankruptcy, reorganization, insolvency, moratorium or other
         laws affecting creditors' rights generally from time to time in effect
         and to general principles of equity).

                  (o) No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the transactions contemplated herein or in the Indenture or the
         Registration Rights Agreement, except such as will be obtained under
         the Act and the Trust Indenture Act and such as may be required under
         the blue sky laws of any jurisdiction in connection with the purchase
         and distribution of the Securities by the Initial Purchasers in the
         manner contemplated herein and in the Final Memorandum and the
         Registration Rights Agreement.

                  (p) Neither the execution and delivery of the Indenture, this
         Agreement or the Registration Rights Agreement, the issue and sale of
         the Securities, nor the consummation of any other of the transactions
         herein or therein contemplated or the consummation of the transactions
         described under "Use of Proceeds" in the Final Memorandum (including,
         without limitation, the exchange of the Company's 12 1/2% Cumulative
         Exchangeable Preferred Stock for 12 1/2% Exchange Debentures and the
         subsequent refinancing of such debentures), nor the fulfillment of the
         terms hereof or thereof will conflict with, result in a breach or
         violation or imposition of any lien, charge or encumbrance upon any
         property or assets of the Company or any of its subsidiaries pursuant
         to, (i) the charter (including any certificates of designation) or
         by-laws of the Company or any of its subsidiaries; (ii) the terms of
         any indenture, contract, lease, mortgage, deed of trust, note
         agreement, loan agreement or other agreement, obligation, condition,
         covenant or instrument to which the Company or any of its subsidiaries
         is a party or bound or to which its or their property is subject; or
         (iii) any statute, law, rule, regulation, judgment, order or decree
         applicable to the Company or any of its subsidiaries of any court,
         regulatory body, administrative agency, governmental body, arbitrator
         or other authority having jurisdiction over the Company or any of its
         subsidiaries or any of its or their properties.

                  (q) The consolidated historical financial statements and
         schedules of the Company and its consolidated subsidiaries included in
         the Final Memorandum present fairly in all material respects the
         financial condition, results of operations and cash flows of the
         Company as of the dates and for the periods indicated, comply as to
         form with the applicable accounting requirements of the Act and have
         been prepared in conformity with generally accepted accounting
         principles applied on a consistent basis throughout the periods
         involved (except as otherwise noted therein); the selected financial
         data set forth under the caption "Selected Consolidated Financial and
         Other Data" in the Final Memorandum fairly present, on the basis stated
         in the Final Memorandum, the information included therein.



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<PAGE>

                  (r) Except as set forth in the Final Memorandum, no action,
         suit or proceeding by or before any court or governmental agency,
         authority or body or any arbitrator involving the Company or any of its
         subsidiaries or its or their property is pending or, to the best
         knowledge of the Company, threatened that (i) could reasonably be
         expected to have a material adverse effect on the performance of this
         Agreement, the Indenture or the Registration Rights Agreement, or the
         consummation of any of the transactions contemplated hereby or thereby;
         or (ii) could reasonably be expected to have a material adverse effect
         on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole, whether or not arising from transactions in the ordinary course
         of business.

                  (s) Each of the Company and its subsidiaries owns or leases
         all such properties as are used in the conduct of its operations as
         presently conducted, except where the failure to own or lease such
         properties would not reasonably be expected to have a material adverse
         effect on the condition (financial or otherwise), prospects, earnings,
         business or properties of the Company and its subsidiaries, taken as a
         whole.

                  (t) Neither the Company nor any subsidiary is in violation or
         default of (i) any provision of its charter (including any certificates
         of designation) or bylaws; (ii) the terms of any indenture, contract,
         lease, mortgage, deed of trust, note agreement, loan agreement or other
         agreement, obligation, condition, covenant or instrument to which it is
         a party or bound or to which its property is subject; or (iii) any
         statute, law, rule, regulation, judgment, order or decree applicable to
         the Company or any of its subsidiaries of any court, regulatory body,
         administrative agency, governmental body, arbitrator or other authority
         having jurisdiction over the Company or such subsidiary or any of its
         properties, as applicable, except in the case of each of clauses (ii)
         and (iii) for such violations or defaults which would not reasonably be
         expected to have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole.

                  (u) PricewaterhouseCoopers LLP, who have certified certain
         financial statements of the Company and its consolidated subsidiaries
         and delivered their report with respect to the audited consolidated
         financial statements and schedules included in the Final Memorandum,
         are independent public accountants with respect to the Company within
         the meaning of the Act and the applicable published rules and
         regulations thereunder.

                  (v) There are no stamp or other issuance or transfer taxes or
         duties or other similar fees or charges required to be paid in
         connection with the execution and delivery of this Agreement or the
         issuance or sale by the Company and the Guarantors of the Securities.



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<PAGE>

                  (w) The Company and each of the Guarantors has filed all
         foreign, federal, state and local tax returns that are required to be
         filed or has requested extensions thereof, except in any case in which
         the failure so to file would not have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto) and has
         paid all taxes required to be paid by it and any other assessment, fine
         or penalty levied against it, to the extent that any of the foregoing
         is due and payable, except for any such assessment, fine or penalty
         that is currently being contested in good faith or as would not have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (x) No labor problem or dispute with the employees of the
         Company or any of its subsidiaries exists or is threatened or imminent,
         and the Company is not aware of any existing or imminent labor
         disturbance by the employees of any of its or its subsidiaries'
         principal suppliers, contractors or customers, that could have a
         material adverse effect on the condition (financial or otherwise),
         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (y) The Company and each of its subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent and customary in the
         businesses in which they are engaged; all policies of insurance and
         fidelity or surety bonds insuring the Company or any of its
         subsidiaries or their respective businesses, assets, employees,
         officers and directors are in full force and effect; the Company and
         its subsidiaries are in compliance with the terms of such policies and
         instruments in all material respects; and there are no claims by the
         Company or any of its subsidiaries under any such policy or instrument
         as to which any insurance company is denying liability or defending
         under a reservation of rights clause, where the failure of the Company
         or such subsidiary to prevail on such claim would reasonably be
         expected to have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole; and neither the Company
         nor any such subsidiary has any reason to believe that it will not be
         able to renew its existing insurance coverage as and




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         when such coverage expires or to obtain similar coverage from similar
         insurers as may be necessary to continue its business at a cost that
         would not have a material adverse effect on the condition (financial or
         otherwise), prospects, earnings, business or properties of the Company
         and its subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (z) No subsidiary of the Company is currently prohibited,
         directly or indirectly, from paying any dividends to the Company, from
         making any other distribution on such subsidiary's capital stock, from
         repaying to the Company any loans or advances to such subsidiary from
         the Company or from transferring any of such subsidiary's property or
         assets to the Company or any other subsidiary of the Company, except as
         described in or contemplated by the Final Memorandum (exclusive of any
         amendment or supplement thereto).

                  (aa) The Company and its subsidiaries possess all licenses,
         certificates, franchises, permits and other authorizations ("Licenses")
         issued by the appropriate federal, state or foreign regulatory
         authorities, including, without limitation, Licenses from the United
         States Federal Communications Commission (the "FCC"), necessary to own
         their respective properties and to conduct their respective businesses
         in all material respects, and neither the Company nor any such
         subsidiary has received any notice of proceedings relating to the
         revocation or modification of any such License which, singly or in the
         aggregate, if the subject of an unfavorable decision, ruling or
         finding, would have a material adverse effect on the condition
         (financial or otherwise), prospects, earnings, business or properties
         of the Company and its subsidiaries, taken as a whole, whether or not
         arising from transactions in the ordinary course of business, except as
         set forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto); the Company and each of its
         subsidiaries have fulfilled and performed in all material respects all
         of their respective obligations with respect to such Licenses and no
         event has occurred that allows, or after notice or lapse of time would
         allow, revocation or termination thereof or results in any other
         material impairment of the rights of the holders of any such License,
         except as individually or in the aggregate could not reasonably be
         expected to have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole, whether or not arising
         from transactions in the ordinary course of business; and except as
         described in the Final Memorandum (exclusive of any amendment or
         supplement thereto), none of such Licenses contains any restriction
         that is materially burdensome to the Company or any of its
         subsidiaries, taken as a whole. There are no license renewal or rate or
         tariff proceedings existing, pending or, to the best knowledge of the
         Company, threatened that could



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         reasonably be expected to have a material adverse effect on the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole.

                  (bb) The Company and each of its subsidiaries maintain a
         system of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorizations; (ii) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                  (cc) The Company and its subsidiaries are (i) in compliance
         with any and all applicable foreign, federal, state and local laws and
         regulations relating to the protection of human health and safety, the
         environment or hazardous or toxic substances or wastes, pollutants or
         contaminants ("Environmental Laws"); (ii) have received and are in
         compliance with all permits, licenses or other approvals required of
         them under applicable Environmental Laws to conduct their respective
         businesses; and (iii) have not received notice of any actual or
         potential liability for the investigation or remediation of any
         disposal or release of hazardous or toxic substances or wastes,
         pollutants or contaminants, except where such non-compliance with
         Environmental Laws, failure to receive required permits, licenses or
         other approvals, or liability would not, individually or in the
         aggregate, have a material adverse effect on the condition (financial
         or otherwise), prospects, earnings, business or properties of the
         Company and its subsidiaries, taken as a whole, whether or not arising
         from transactions in the ordinary course of business, except as set
         forth in or contemplated in the Final Memorandum (exclusive of any
         amendment or supplement thereto); except as set forth in the Final
         Memorandum, neither the Company nor any of its subsidiaries has been
         named as a "potentially responsible party" under the Comprehensive
         Environmental Response, Compensation, and Liability Act of 1980, as
         amended.

                  (dd) The Company has reasonably concluded that the costs and
         liabilities associated with the effect of Environmental Laws on the
         business, operations and properties of the Company and its subsidiaries
         (including, without limitation, any capital or operating expenditures
         required for clean-up, closure of properties or compliance with
         Environmental Laws, or any permit, license or approval under
         Environmental Laws, any related constraints on operating activities
         imposed by Environmental Laws and any potential liabilities to third
         parties under Environmental Laws) would not, singly or in the
         aggregate, have a material adverse effect on the condition (financial
         or otherwise),




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         prospects, earnings, business or properties of the Company and its
         subsidiaries, taken as a whole, whether or not arising from
         transactions in the ordinary course of business, except as set forth in
         or contemplated in the Final Memorandum (exclusive of any amendment or
         supplement thereto).

                  (ee) Each of the Company and its subsidiaries has fulfilled
         its obligations, if any, under the minimum funding standards of Section
         302 of the United States Employee Retirement Income Security Act of
         1974, as amended ("ERISA"), and the regulations and published
         interpretations thereunder with respect to each "plan" (as defined in
         Section 3(3) of ERISA and such regulations and published
         interpretations) in which employees of the Company and its subsidiaries
         are eligible to participate and each such plan is in compliance in all
         material respects with the presently applicable provisions of ERISA and
         such regulations and published interpretations; the Company and its
         subsidiaries have not incurred any unpaid liability to the Pension
         Benefit Guaranty Corporation (other than for the payment of premiums in
         the ordinary course) or to any such plan under Title IV of ERISA.

                  (ff) Each of the relationships and transactions specified in
         Item 404 of Regulation S-K that would have been required to be
         described in a prospectus if this offering had been registered under
         the Act have been so described in the Final Memorandum (exclusive of
         any amendment or supplement thereto).

                  (gg) The Company and its subsidiaries own, possess, license or
         have other rights to use, on reasonable terms, all patents, patent
         applications, trade and service marks, trade and service mark
         registrations, trade names, copyrights, licenses, inventions, trade
         secrets, technology, know-how and other intellectual property necessary
         for and material to the conduct of the Company's business as described
         in the Final Memorandum (collectively, the "Intellectual Property").
         Except as set forth in the Final Memorandum, (a) there are no rights of
         third parties to any such Intellectual Property; (b) there is no
         material infringement by third parties of any such Intellectual
         Property; (c) there is no pending or, to the Company's knowledge,
         threatened action, suit, proceeding or claim by others challenging the
         Company's rights in or to any such Intellectual Property, and the
         Company is unaware of any facts which would form a reasonable basis for
         any such claim; (d) there is no pending or, to the Company's knowledge,
         threatened action, suit, proceeding or claim by others challenging the
         validity or scope of any such Intellectual Property, and the Company is
         unaware of any facts which would form a reasonable basis for any such
         claim; (e) there is no pending or, to the Company's knowledge,
         threatened action, suit, proceeding or claim by others that the Company
         infringes or otherwise violates any patent, trademark, copyright, trade
         secret or other proprietary rights of others, and the Company is
         unaware of any other fact which would form a reasonable basis for any
         such claim; (f) there is no U.S.




                                       10
<PAGE>

         patent or published U.S. patent application which contains claims that
         dominate or may dominate any Intellectual Property described in the
         Final Memorandum as being owned by or licensed to the Company or that
         interferes with the issued or pending claims of any such Intellectual
         Property; and (g) there is no prior art of which the Company is aware
         that may render any U.S. patent held by the Company invalid or any U.S.
         patent application held by the Company unpatentable which has not been
         disclosed to the U.S. Patent and Trademark Office.

                  (hh) Based upon a review of the FCC files, (a) the Company and
         its subsidiaries hold the broadcast licenses issued by the FCC with
         respect to each of the stations set forth in the table under
         "Business--Distribution" in the Final Memorandum (except as otherwise
         disclosed therein) without which the station would not be permitted to
         broadcast its signal (the "FCC Licenses") and (b) each of the FCC
         Licenses authorizes television broadcast operations by the holder
         thereof using the broadcast channel assignment and serving the
         community of license that is identified in such table.

                  (ii) To the Company's knowledge, there is no order, judgment,
         decree, notice of apparent liability, or order of forfeiture
         outstanding, and no petition, objection, notice of apparent liability,
         order of forfeiture, investigation, complaint, or other proceeding
         pending before the FCC against the stations authorized by the FCC
         Licenses set forth in the table referred to in clause (hh) above (the
         "Stations") or the FCC Licenses that reasonably could be expected to
         result in the termination, revocation, suspension, or denial of renewal
         of any of the FCC Licenses, except for rule making and other similar
         proceedings generally applicable to the television broadcasting
         industry or substantial segments thereof.

                  (jj) To the Company's knowledge, except as set forth in the
         Final Memorandum, (a) there are no license renewal proceedings (other
         than applications for renewal filed in the ordinary course) pending for
         any of the FCC Licenses; and (b) none of the FCC Licenses is subject to
         any condition imposed by the FCC that reasonably could be expected to
         have a material adverse effect on the Company's ability to conduct its
         broadcast operations as described in the Final Memorandum, taken as a
         whole.

                  (kk) The execution, delivery and performance of this
         Agreement, the Registration Rights Agreement and the Indenture and the
         issuance, sale and delivery of the Securities pursuant to this
         Agreement and the execution and delivery of the Securities (A) do not
         require any consent or authorization from the FCC, and (B) do not
         constitute a violation of the Communications Act or the published rules
         and regulations of the FCC promulgated thereunder.



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                  (ll) The statements in the Final Memorandum under the captions
         "Risk Factors--Risks Relating to Our Business -- We are required by the
         FCC to abandon the analog broadcast service of 24 of our full power
         stations occupying the 700 MHz spectrum and may suffer adverse
         consequences if we are unable to secure alternative distribution on
         reasonable terms," "Risk Factors--Risks Relating to Our Industry -- Our
         business is subject to extensive and changing regulation that could
         increase our costs, expose us to greater competition, or otherwise
         adversely affect the ownership and operation of our stations or our
         business strategies," "Risks Factors -- Risks Relating to Our Industry
         -- We believe that the success of our television operations depends to
         a significant extent upon access to households served by cable
         television systems. If the law requiring cable system operators to
         carry our signal were to change, we might lose access to cable
         television households, which could adversely affect our operations,"
         and "Business -- Federal Regulation of Broadcasting," insofar as they
         constitute summaries of the Communications Act and the published rules
         and regulations of the FCC promulgated thereunder, fairly summarize the
         matters therein described and are accurate in all material respects.

                  (mm) There are no restrictions or limitations imposed by the
         FCC on the ability of the Company to make cash payments in respect of
         the Securities in accordance with their terms.

                  Any certificate signed by any officer of the Company and
delivered to the Representatives or counsel for the Initial Purchasers in
connection with the offering of the Securities shall be deemed a representation
and warranty by the Company, as to matters covered thereby, to each Initial
Purchaser.

                  2. PURCHASE AND SALE. Subject to the terms and conditions and
in reliance upon the representations and warranties herein set forth, the
Company and the Guarantors agree to sell to each Initial Purchaser, and each
Initial Purchaser agrees, severally and not jointly, to purchase from the
Company and the Guarantors, at a purchase price of 59.632% of the principal
amount at maturity thereof, the principal amount at maturity of Securities set
forth opposite such Initial Purchaser's name in Schedule I hereto.

                  3. DELIVERY AND PAYMENT. Delivery of and payment for the
Securities shall be made at 10:00 A.M., New York City time, on January 14, 2002,
or at such time on such later date (not later than January 18, 2002) as the
Representatives shall designate, which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section
9 hereof (such date and time of delivery and payment for the Securities being
herein called the "Closing Date"). Delivery of the Securities shall be made to
the Representatives for the respective accounts of the several Initial
Purchasers against payment by the several Initial Purchasers through the
Representatives of the purchase price thereof to or




                                       12
<PAGE>

upon the order of the Company by wire transfer payable in same-day funds to the
account specified by the Company. Delivery of the Securities shall be made
through the facilities of The Depository Trust Company unless the
Representatives shall otherwise instruct.

                  4. OFFERING BY INITIAL PURCHASERS. Each Initial Purchaser,
severally and not jointly, represents and warrants to and agrees with the
Company and the Guarantors that:

                  (a) It has not offered or sold, and will not offer or sell,
         any Securities except to those it reasonably believes to be qualified
         institutional buyers (as defined in Rule 144A under the Act) and that,
         in connection with each such sale, it has taken or will take reasonable
         steps to ensure that the purchaser of such Securities is aware that
         such sale is being made in reliance on Rule 144A.

                  (b) Neither it nor any person acting on its behalf has made or
         will make offers or sales of the Securities in the United States by
         means of any form of general solicitation or general advertising
         (within the meaning of Regulation D) in the United States.

                  5. AGREEMENTS. The Company and each Guarantor agrees with each
Initial Purchaser that:

                  (a) The Company will furnish to each Initial Purchaser and to
         counsel for the Initial Purchasers, without charge, during the period
         referred to in paragraph (c) below, as many copies of the Final
         Memorandum and any amendments and supplements thereto as they may
         reasonably request.

                  (b) The Company will not amend or supplement the Final
         Memorandum without the prior written consent of the Representatives.

                  (c) If at any time prior to the completion of the sale of the
         Securities by the Initial Purchasers (as determined by the
         Representatives), any event occurs as a result of which the Final
         Memorandum, as then amended or supplemented, would include any untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading, or if it
         should be necessary to amend or supplement the Final Memorandum to
         comply with applicable law, the Company promptly (i) will notify the
         Representatives of any such event; (ii) subject to the requirements of
         paragraph (b) of this Section 5, will prepare an amendment or
         supplement that will correct such statement or omission or effect such
         compliance; and (iii) will supply any supplemented or amended Final
         Memorandum to the several Initial Purchasers and counsel



                                       13
<PAGE>

         for the Initial Purchasers without charge in such quantities as they
         may reasonably request.

                  (d) The Company will arrange, if necessary, for the
         qualification of the Securities for sale by the Initial Purchasers
         under the laws of such jurisdictions as the Initial Purchasers may
         designate and will maintain such qualifications in effect so long as
         required for the sale of the Securities; PROVIDED that in no event
         shall the Company be obligated to qualify to do business in any
         jurisdiction where it is not now so qualified or to take any action
         that would subject it to service of process in suits, other than those
         arising out of the offering or sale of the Securities, in any
         jurisdiction where it is not now so subject. The Company will promptly
         advise the Representatives of the receipt by the Company of any
         notification with respect to the suspension of the qualification of the
         Securities for sale in any jurisdiction or the initiation or
         threatening of any proceeding for such purpose.

                  (e) The Company and the Guarantors will not, and will not
         permit any of its or their Affiliates to, resell any Securities that
         have been acquired by any of them.

                  (f) None of the Company, the Guarantors, any of its or their
         Affiliates, or any person acting on its or their behalf will, directly
         or indirectly, make offers or sales of any security, or solicit offers
         to buy any security, under circumstances that would require the
         registration of the Securities under the Act.

                  (g) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf will engage in
         any form of general solicitation or general advertising (within the
         meaning of Regulation D) in connection with any offer or sale of the
         Securities in the United States.

                  (h) So long as any of the Securities are "restricted
         securities" within the meaning of Rule 144(a)(3) under the Act, the
         Company and the Guarantors will, during any period in which the Company
         is not subject to and in compliance with Section 13 or 15(d) of the
         Exchange Act or is not exempt from such reporting requirements pursuant
         to and in compliance with Rule 12g3-2(b) under the Exchange Act,
         provide to each holder of such restricted securities and to each
         prospective purchaser (as designated by such holder) of such restricted
         securities, upon the request of such holder or prospective purchaser,
         any information required to be provided by Rule 144A(d)(4) under the
         Act. This covenant is intended to be for the benefit of the holders,
         and the prospective purchasers designated by such holders, from time to
         time of such restricted securities.




                                       14
<PAGE>

                  (i) None of the Company, the Guarantors, any of its or their
         Affiliates or any person acting on its or their behalf will engage in
         any directed selling efforts with respect to the Securities, and each
         of them will comply with the offering restrictions requirement of
         Regulation S. Terms used in this paragraph have the meanings given to
         them by Regulation S.

                  (j) The Company will cooperate with the Representatives and
         use its best efforts to permit the Securities to be eligible for
         clearance and settlement through The Depository Trust Company.

                  (k) Neither the Company nor any Guarantor will take, directly
         or indirectly, any action designed to or which has constituted or which
         might reasonably be expected to cause or result, under the Exchange Act
         or otherwise, in stabilization or manipulation of the price of any
         security of the Company to facilitate the sale or resale of the
         Securities.

                  (l) The Company agrees to pay the costs and expenses relating
         to the following matters: (i) the preparation of the Indenture and the
         Registration Rights Agreement, the issuance of the Securities and the
         fees of the Trustee; (ii) the preparation, printing or reproduction of
         the Preliminary Memorandum and Final Memorandum and each amendment or
         supplement to either of them; (iii) the printing (or reproduction) and
         delivery (including postage, air freight charges and charges for
         counting and packaging) of such copies of the Preliminary Memorandum
         and Final Memorandum, and all amendments or supplements to either of
         them, as may, in each case, be reasonably requested for use in
         connection with the offering and sale of the Securities; (iv) the
         preparation, printing, authentication, issuance and delivery of
         certificates for the Securities, including any stamp or transfer taxes
         in connection with the original issuance and sale of the Securities;
         (v) the printing (or reproduction) and delivery of this Agreement, any
         blue sky memorandum and all other agreements or documents printed (or
         reproduced) and delivered in connection with the offering of the
         Securities; (vi) any registration or qualification of the Securities
         for offer and sale under the securities or blue sky laws of the several
         states (including filing fees and the reasonable fees and expenses of
         counsel for the Initial Purchasers relating to such registration and
         qualification); (vii) admitting the Securities for trading in the
         PORTAL Market; (viii) the transportation and other expenses incurred by
         or on behalf of Company representatives in connection with
         presentations to prospective purchasers of the Securities; (ix) the
         fees and expenses of the Company's accountants and the fees and
         expenses of counsel (including local and special counsel) for the
         Company; and (x) all other costs and expenses incident to the
         performance by the Company of its obligations hereunder.



                                       15
<PAGE>

                  6. CONDITIONS TO THE OBLIGATIONS OF THE INITIAL PURCHASERS.
The obligations of the Initial Purchasers to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Company and the Guarantors contained herein at the Execution Time, the Closing
Date and any settlement date pursuant to Section 3 hereof, to the accuracy of
the statements of the Company and the Guarantors made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the
Guarantors of its or their obligations hereunder and to the following additional
conditions:

                  (a) The Company shall have requested and caused Holland &
         Knight LLP, counsel for the Company and the Guarantors, to furnish to
         the Representatives its opinion, dated the Closing Date and addressed
         to the Representatives, to the effect that:

                            (i) the Company and each Guarantor which is a
                  Florida, New York or Delaware corporation or limited liability
                  company has been duly incorporated or organized and is validly
                  existing as a corporation or limited liability company in good
                  standing under the laws of the jurisdiction in which it is
                  chartered or organized, with full corporate or limited
                  liability company power and authority to own or lease, as the
                  case may be, and to operate its properties and conduct its
                  business as described in the Final Memorandum;

                           (ii) all the outstanding shares of capital stock of
                  the Company and, to our knowledge, each Guarantor which is a
                  corporation, have been duly authorized and validly issued and
                  are fully paid and nonassessable, and, except as otherwise set
                  forth in the Final Memorandum, all outstanding shares of
                  capital stock of each such Guarantor are owned by the Company
                  either directly or through wholly owned subsidiaries free and
                  clear of any perfected security interest;

                          (iii) the Indenture has been duly authorized, executed
                  and delivered, and constitutes a legal, valid and binding
                  instrument enforceable against the Company and the Guarantors
                  in accordance with its terms (subject, as to the enforcement
                  of remedies, to applicable bankruptcy, reorganization,
                  insolvency, moratorium or other laws affecting creditors'
                  rights generally from time to time in effect and to general
                  principles of equity); the issuance of the Securities has been
                  duly authorized and, when executed and, in the case of the
                  Notes, authenticated, in accordance with the provisions of the
                  Indenture and delivered to and paid for by the Initial
                  Purchasers under this Agreement, will constitute legal, valid,
                  binding and enforceable obligations of the Company and the
                  Guarantors entitled to the benefits of the Indenture (subject,
                  as to the enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency,




                                       16
<PAGE>

                  moratorium or other laws affecting creditors' rights generally
                  from time to time in effect and to general principles of
                  equity); the Registration Rights Agreement has been duly
                  authorized, executed and delivered and constitutes the legal,
                  valid, binding and enforceable agreement of the Company and
                  the Guarantors (subject, as to the enforcement of remedies, to
                  applicable bankruptcy, reorganization, insolvency, moratorium
                  or other laws affecting creditors' rights generally from time
                  to time in effect and to general principles of equity); and
                  the statements set forth under the headings "Description of
                  the Notes" and "Exchange Offer; Registration Rights" in the
                  Final Memorandum, insofar as such statements purport to
                  summarize certain provisions of the Securities, the Indenture
                  and the Registration Rights Agreement, are accurate;

                           (iv) other than as described in the Final Memorandum,
                  to the knowledge of such counsel, there is no pending or
                  threatened action, suit or proceeding by or before any court
                  or governmental agency, authority or body or any arbitrator
                  involving the Company or any of its subsidiaries or its or
                  their property that would be required to be disclosed in a
                  registration statement filed under the Act; and the statements
                  in the Final Memorandum under the heading "Business--Legal
                  Proceedings," "Description of Material Indebtedness and
                  Preferred Stock," "Description of the Notes," "Exchange Offer;
                  Registration Rights" and "Important Federal Income Tax
                  Considerations" accurately summarize the matters therein
                  described;

                            (v) such counsel has no reason to believe that at
                  the Execution Time and on the Closing Date the Final
                  Memorandum contained or contains any untrue statement of a
                  material fact or omitted or omits to state any material fact
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading (in
                  each case, other than the financial statements and other
                  financial information contained therein, as to which such
                  counsel need express no opinion);

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

                          (vii) the Company and each Guarantor has all requisite
                  corporate or limited liability company power and authority,
                  has taken all requisite corporate or limited liability company
                  action, and has received and is in compliance with all
                  governmental, judicial and other authorizations, approvals and
                  orders necessary to enter into and perform this Agreement, the
                  Indenture, the Registration Rights Agreement and the
                  Securities, and no consent, approval, authorization, filing
                  with or order of any court or governmental agency or body is
                  required in



                                       17
<PAGE>

                  connection with the transactions contemplated herein or in the
                  Indenture and the Registration Rights Agreement, except such
                  as may be required under the Act and the Trust Indenture Act
                  and such as may be required under the blue sky or securities
                  laws of any jurisdiction in connection with the purchase and
                  sale of the Securities by the Initial Purchasers in the manner
                  contemplated in this Agreement and the Final Memorandum and
                  the Registration Rights Agreement and such other approvals
                  (specified in such opinion) as have been obtained;

                         (viii) neither the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of the Securities, nor the
                  consummation of any other of the transactions herein or
                  therein contemplated or the consummation of the transactions
                  described under "Use of Proceeds" (including, without
                  limitation, the exchange of the Company's 12 1/2% Cumulative
                  Exchangeable Preferred Stock for 12 1/2% Exchange Debentures
                  and the subsequent refinancing of such debentures) in the
                  Final Memorandum, nor the fulfillment of the terms hereof or
                  thereof will conflict with or result in a breach or violation
                  of or imposition of any lien, charge or encumbrance upon any
                  property or asset of the Company or its subsidiaries pursuant
                  to, (i) the charter (including any certificates of
                  designation) or by-laws of the Company or its subsidiaries;
                  (ii) the terms of any indenture, contract, lease, mortgage,
                  deed of trust, note agreement, loan agreement or other
                  agreement, obligation, condition, covenant or instrument to
                  which the Company or any of its subsidiaries is a party or
                  bound or to which its respective property is subject and which
                  has been filed as an exhibit to any Company filing under the
                  Act or the Exchange Act, except that such counsel need express
                  no opinion as to contracts, agreements and other instruments
                  relating to broadcast station purchases and sales which are
                  dated prior to June 1, 1999; or (iii) any statute, law, rule,
                  regulation, or, to such counsel's knowledge, any judgment,
                  order or decree applicable to the Company or any of its
                  subsidiaries of any court, regulatory body, administrative
                  agency, governmental body, arbitrator or other authority
                  having jurisdiction over the Company, any of its subsidiaries
                  or any of their respective properties;

                           (ix) assuming the accuracy of the representations and
                  warranties and compliance with the agreements contained
                  herein, no registration of the Securities under the Act, and
                  no qualification of an indenture under the Trust Indenture
                  Act, are required for the offer and sale by the Initial
                  Purchasers of the Securities in the manner contemplated by
                  this Agreement; the Indenture is in appropriate form for
                  qualification under the Trust Indenture Act;



                                       18
<PAGE>

                            (x) the Company is not and, after giving effect to
                  the offering and sale of the Securities and the application of
                  the proceeds thereof as described in the Final Memorandum,
                  will not be an "investment company" as defined in the
                  Investment Company Act without taking account of any exemption
                  arising out of the number of holders of the Company's
                  securities;

                           (xi) Based upon a review of the FCC files, (a) the
                  Company and its subsidiaries hold the FCC Licenses with
                  respect to each of the stations set forth in the table under
                  "Business--Distribution" in the Final Memorandum (except as
                  otherwise disclosed therein) and (b) each of the FCC Licenses
                  authorizes television broadcast station construction or
                  operation by the holder thereof using the broadcast channel
                  assignment and serving the community of license that is
                  identified in such table;

                          (xii) To such counsel's knowledge, based upon the
                  review of the publicly available records of the FCC and
                  inquiry to officers of the Company, there is no order,
                  judgment, decree, notice of apparent liability, or order of
                  forfeiture outstanding, and no petition, objection, notice of
                  apparent liability, order of forfeiture, investigation,
                  complaint, or other proceeding pending before the FCC against
                  the Stations or the FCC Licenses that reasonably could be
                  expected to result in the termination, revocation, suspension,
                  or denial of renewal of any of the FCC Licenses, except for
                  rule making and other similar proceedings generally applicable
                  to the television broadcasting industry or substantial
                  segments thereof;

                         (xiii) To such counsel's knowledge based upon the
                  review of the publicly available files of the FCC and inquiry
                  to officers of the Company, other than as disclosed in the
                  Final Memorandum (a) there are no license renewal proceedings
                  (other than applications for renewal filed in the ordinary
                  course) pending for any of the FCC Licenses; and (b) except as
                  set forth in the FCC authorizations for the FCC licenses or
                  imposed by the generally applicable rules, regulations and
                  policies of the FCC, none of the FCC Licenses is subject to
                  any condition imposed by the FCC that reasonably could be
                  expected to have a material adverse effect on the Company's
                  ability to conduct its broadcast operations as described in
                  the Final Memorandum, taken as a whole;

                          (xiv) The issuance, sale and delivery of the
                  Securities pursuant to this Agreement and the execution and
                  delivery of the Securities (A) do not require any consent or
                  authorization from the FCC, and (B) do not constitute a
                  violation of the Communications Act or the published rules and
                  regulations of the FCC promulgated thereunder;



                                       19
<PAGE>

                           (xv) The statements in the Final Memorandum under the
                  captions "Risk Factors -- Risks Relating to Our Business -- We
                  are required by the FCC to abandon the analog broadcast
                  service of 24 of our full power stations occupying the 700 MHz
                  spectrum and may suffer adverse consequences if we are unable
                  to secure alternative distribution on reasonable terms," "Risk
                  Factors--Risks Relating to Our Industry -- Our business is
                  subject to extensive and changing regulation that could
                  increase our costs, expose us to greater competition, or
                  otherwise adversely affect the ownership and operation of our
                  stations or our business strategies," "Risk Factors--Risks
                  Relating to Our Industry -- We believe that the success of our
                  television operations depends to a significant extent upon
                  access to households served by cable television systems. If
                  the law requiring cable system operators to carry our signal
                  were to change, we might lose access to cable television
                  households, which could adversely affect our operations," and
                  "Business -- Federal Regulation of Broadcasting," insofar as
                  they constitute summaries of the Communications Act and the
                  published rules and regulations of the FCC promulgated
                  thereunder, have been reviewed by such counsel and are
                  accurate in all material respects;

                          (xvi) The execution, delivery and performance of this
                  Agreement by the Company and the Guarantors (A) do not require
                  any consent or authorization from the FCC, and (B) do not
                  violate the Communications Act and the rules and regulations
                  promulgated thereunder;

                         (xvii) There are no restrictions or limitations imposed
                  by the FCC on the ability of the Company to make cash payments
                  in respect of the Securities in accordance with their terms;
                  and

                        (xviii) Based upon the facts, assumptions and additional
                  considerations described in such opinion, in a properly
                  briefed and argued proceeding, a court construing the terms of
                  the certificates of designation of the Company's 13 1/4%
                  Cumulative Junior Exchangeable Preferred Stock (the "13 1/4%
                  Preferred Stock") and 8% Series B Convertible Exchangeable
                  Preferred Stock (the "Series B Preferred Stock") should
                  conclude that the amortization of original issue discount on
                  the Notes, as reflected from time to time on the Company's
                  consolidated balance sheets prepared in accordance with GAAP,
                  does not constitute an "incurrence" of "Indebtedness" under
                  paragraph (l)(i) of the certificate of designation of the 13
                  1/4% Preferred Stock or paragraph (l)(i) of the certificate of
                  designation of the Series B Preferred Stock.

                  In rendering such opinion, such counsel may rely (A) as to
         matters involving the application of laws of any jurisdiction other
         than the jurisdiction of incorporation



                                       20
<PAGE>

         of the Company, the State of Delaware, the State of Florida, the State
         of New York or the Federal laws of the United States, to the extent
         they deem proper and specified in such opinion, upon the opinion of
         other counsel of good standing whom they believe to be reliable and who
         are satisfactory to counsel for the Initial Purchasers; and (B) as to
         matters of fact, to the extent they deem proper, on certificates of
         responsible officers of the Company and public officials. References to
         the Final Memorandum in this Section 6(a) include any amendment or
         supplement thereto at the Closing Date.

                  (b) The Company shall have requested and caused Anthony L.
         Morrison, Esq., Executive Vice President and Chief Legal Officer of the
         Company, to furnish to the Representatives his opinion, dated the
         Closing Date and addressed to the Representatives, to the effect that:

                            (i) the Company and each Guarantor which is a New
                  York corporation or limited liability company has been duly
                  incorporated or organized and is validly existing as a
                  corporation or limited liability company in good standing
                  under the laws of the jurisdiction in which it is chartered or
                  organized, with full corporate or limited liability company
                  power and authority to own or lease, as the case may be, and
                  to operate its properties and conduct its business as
                  described in the Final Memorandum;

                           (ii) all the outstanding shares of capital stock of
                  the Company and each Guarantor have been duly authorized and
                  validly issued and are fully paid and nonassessable, and,
                  except as otherwise set forth in the Final Memorandum, all
                  outstanding shares of capital stock of the Guarantor are owned
                  by the Company either directly or through wholly owned
                  subsidiaries free and clear of any perfected security interest
                  and, to the knowledge of such counsel, after due inquiry, any
                  other security interests, claims, liens or encumbrances;

                          (iii) the Indenture has been duly authorized, executed
                  and delivered, and constitutes a legal, valid and binding
                  instrument enforceable against the Company in accordance with
                  its terms (subject, as to the enforcement of remedies, to
                  applicable bankruptcy, reorganization, insolvency, moratorium
                  or other laws affecting creditors' rights generally from time
                  to time in effect and to general principles of equity); the
                  issuance of the Securities has been duly authorized and, when
                  executed and, in the case of the Notes, authenticated, in
                  accordance with the provisions of the Indenture and delivered
                  to and paid for by the Initial Purchasers under this
                  Agreement, will constitute legal, valid, binding and
                  enforceable obligations of the Company entitled to the
                  benefits of the Indenture (subject, as to the enforcement of
                  remedies, to applicable bankruptcy, reorganization,
                  insolvency, moratorium or other laws affecting




                                       21
<PAGE>

                  creditors' rights generally from time to time in effect and to
                  general principles of equity); the Registration Rights
                  Agreement has been duly authorized, executed and delivered and
                  constitutes the legal, valid, binding and enforceable
                  agreement of the Company (subject, as to the enforcement of
                  remedies, to applicable bankruptcy, reorganization,
                  insolvency, moratorium or other laws affecting creditors'
                  rights generally from time to time in effect and to general
                  principles of equity);

                           (iv) neither the execution and delivery of the
                  Indenture, this Agreement or the Registration Rights
                  Agreement, the issue and sale of the Securities, nor the
                  consummation of any other of the transactions herein or
                  therein contemplated or the consummation of the transactions
                  described under "Use of Proceeds" (including, without
                  limitation, the exchange of the Company's 12 1/2% Cumulative
                  Exchangeable Preferred Stock for 12 1/2% Exchange Debentures
                  and the subsequent refinancing of such debentures) in the
                  Final Memorandum, nor the fulfillment of the terms hereof or
                  thereof will conflict with or result in a breach or violation
                  of or imposition of any lien, charge or encumbrance upon any
                  property or asset of the Company or its subsidiaries pursuant
                  to, (i) the charter (including any certificates of
                  designation) or by-laws of the Company or its subsidiaries;
                  (ii) the terms of any indenture, contract, lease, mortgage,
                  deed of trust, note agreement, loan agreement or other
                  agreement, obligation, condition, covenant or instrument known
                  to such counsel, after due inquiry, to which the Company or
                  any of its subsidiaries is a party or bound or to which its
                  respective property is subject; or (iii) any statute, law,
                  rule, regulation, judgment, order or decree applicable to the
                  Company or any of its subsidiaries of any court, regulatory
                  body, administrative agency, governmental body, arbitrator or
                  other authority having jurisdiction over the Company, any of
                  its subsidiaries or any of their respective properties;

                            (v) except as disclosed in the Final Memorandum,
                  there is no pending or, to the knowledge of such counsel,
                  threatened action, suit or proceeding by or before any court
                  or governmental agency, authority or body or any arbitrator
                  involving the Company or any of its subsidiaries or its or
                  their property that would be required to be disclosed in a
                  registration statement filed under the Act;

                           (vi) such counsel has no reason to believe that at
                  the Execution Time and on the Closing Date the Final
                  Memorandum contained or contains any untrue statement of a
                  material fact or omitted or omits to state any material fact
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading (in
                  each case, other than the




                                       22
<PAGE>

                  financial statements and other financial information contained
                  therein, as to which such counsel need express no opinion).

                  In rendering such opinion, such counsel may limit his opinion
         to matters involving the application of laws of the State of New York
         and the Federal laws of the United States (excluding the Communications
         Act and federal securities laws) and may rely as to matters of fact, to
         the extent he deems proper, on certificates of responsible officers of
         the Company and public officials. References to the Final Memorandum in
         this Section 6(b) include any amendment or supplement thereto at the
         Closing Date.

                  (c) The Representatives shall have received from Cahill Gordon
         & Reindel, counsel for the Initial Purchasers, such opinion or
         opinions, dated the Closing Date and addressed to the Representatives,
         with respect to the issuance and sale of the Securities, the Indenture,
         the Registration Rights Agreement, the Final Memorandum (as amended or
         supplemented at the Closing Date) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                  (d) The Company and each Guarantor shall have furnished to the
         Representatives a certificate of the Company and each Guarantor, signed
         by the Chairman of the Board or the President and the principal
         financial or accounting officer of the Company and each Guarantor,
         dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Final Memorandum, any amendment
         or supplement to the Final Memorandum and this Agreement and that:

                            (i) the representations and warranties of the
                  Company and the Guarantors in this Agreement are true and
                  correct in all material respects on and as of the Closing Date
                  with the same effect as if made on the Closing Date, and the
                  Company has complied with all the agreements and satisfied all
                  the conditions on its part to be performed or satisfied
                  hereunder at or prior to the Closing Date; and

                           (ii) since the date of the most recent financial
                  statements included in the Final Memorandum (exclusive of any
                  amendment or supplement thereto), there has been no material
                  adverse change in the condition (financial or otherwise),
                  prospects, earnings, business or properties of the Company and
                  its subsidiaries, taken as a whole, whether or not arising
                  from transactions in the ordinary course of business, except
                  as set forth in or contemplated by the Final Memorandum
                  (exclusive of any amendment or supplement thereto).



                                       23
<PAGE>

                  (e) At the Execution Time and at the Closing Date, the Company
         shall have requested and caused PricewaterhouseCoopers LLP to furnish
         to the Representatives letters, dated respectively as of the Execution
         Time and as of the Closing Date, in form and substance satisfactory to
         the Representatives, confirming that they are independent accountants
         within the meaning of the Act and the Exchange Act and the applicable
         rules and regulations thereunder, that they have performed a review of
         the unaudited interim financial information of the Company for the
         nine-month period ended September 30, 2001 and as at September 30,
         2001, and stating in effect that:

                            (i) in their opinion the audited financial
                  statements and financial statement schedules included or
                  incorporated in the Final Memorandum and reported on by them
                  comply as to form in all material respects with the applicable
                  accounting requirements of the Exchange Act and the related
                  published rules and regulations thereunder;

                           (ii) on the basis of a reading of the latest
                  unaudited financial statements made available by the Company
                  and its subsidiaries; their limited review in accordance with
                  the standards established under Statement on Auditing
                  Standards No. 71, of the unaudited interim financial
                  information for the nine-month period ended September 30,
                  2001, and as at September 30, 2001; carrying out certain
                  specified procedures (but not an examination in accordance
                  with generally accepted auditing standards) which would not
                  necessarily reveal matters of significance with respect to the
                  comments set forth in such letter; a reading of the minutes of
                  the meetings of the stockholders, directors and the audit
                  committee of the Company and the Subsidiaries; and inquiries
                  of certain officials of the Company who have responsibility
                  for financial and accounting matters of the Company and its
                  subsidiaries as to transactions and events subsequent to
                  December 31, 2000, nothing came to their attention which
                  caused them to believe that:

                                    (1) any unaudited financial statements
                           included or incorporated in the Final Memorandum do
                           not comply in form in all material respects with
                           applicable accounting requirements and with the
                           published rules and regulations of the Commission
                           with respect to financial statements included or
                           incorporated in quarterly reports on Form 10-Q under
                           the Exchange Act; and said unaudited financial
                           statements are not in conformity with generally
                           accepted accounting principles applied on a basis
                           substantially consistent with that of the audited
                           financial statements included or incorporated in the
                           Final Memorandum; or



                                       24
<PAGE>

                                    (2) with respect to the period subsequent to
                           September 30, 2001, there were any changes, at
                           November 30, 2001, in the senior subordinated notes
                           and bank financing and mandatorily redeemable
                           preferred stock or decreases in the stockholders'
                           equity (deficit) of the Company as compared with the
                           amounts shown on the September 30, 2001 consolidated
                           balance sheet included in the Final Memorandum, or
                           for the period from October 1, 2001 to November 30,
                           2001 there were any decreases, as compared with
                           September 30, 2001 in net revenues or increases in
                           net loss, except in all instances for changes or
                           decreases set forth in such letter, in which case the
                           letter shall be accompanied by an explanation by the
                           Company as to the significance thereof unless said
                           explanation is not deemed necessary by the
                           Representatives; or

                          (iii) they have performed certain other specified
                  procedures as a result of which they determined that certain
                  information of an accounting, financial or statistical nature
                  (which is limited to accounting, financial or statistical
                  information derived from the general accounting records of the
                  Company and its subsidiaries) set forth in the Final
                  Memorandum, including the information set forth under the
                  captions "Summary Consolidated Financial and Other Data" and
                  "Selected Consolidated Financial and Other Data" in the Final
                  Memorandum and the information included in "Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations" in the Final Memorandum agrees with the accounting
                  records of the Company and its subsidiaries, excluding any
                  questions of legal interpretation.

                  PricewaterhouseCoopers LLP shall have reviewed unaudited
         interim financial information of the Company for the quarters ending
         September 30, 2000 and September 30, 2001 in accordance with Statement
         on Auditing Standards No. 71.

                  References to the Final Memorandum in this Section 6(e)
         include any amendment or supplement thereto at the date of the
         applicable letter.

                  (f) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Final Memorandum (exclusive of
         any amendment or supplement thereto), there shall not have been (i) any
         change, decrease or increase specified in the letter or letters
         referred to in paragraph (e) of this Section 6; or (ii) any change, or
         any development involving a prospective change, in or affecting the
         condition (financial or otherwise), prospects, earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Memorandum (exclusive of any amendment or supplement thereto) the
         effect of which, in any




                                       25
<PAGE>

         case referred to in clause (i) or (ii) above, is, in the sole judgment
         of the Representatives, so material and adverse as to make it
         impractical or inadvisable to market the Securities as contemplated by
         the Final Memorandum (exclusive of any amendment or supplement
         thereto).

                  (g) The Securities shall have been designated as
         PORTAL-eligible securities in accordance with the rules and regulations
         of the NASD, and the Securities shall be eligible for clearance and
         settlement through The Depositary Trust Company.

                  (h) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of any of the Company's debt securities
         by any "nationally recognized statistical rating organization" (as
         defined for purposes of Rule 436(g) under the Act) or any notice given
         of any intended or potential decrease in any such rating or of a
         possible change in any such rating that does not indicate the direction
         of the possible change.

                  (i) Simultaneously with the Closing, the Company shall have
         (i) exchanged its 12 1/2% Cumulative Exchangeable Preferred Stock for
         its 12 1/2% Exchange Debentures and (ii) the Company shall have
         irrevocably deposited with the paying agent for the Exchange Indenture
         prior to or simultaneously with the Closing the funds necessary to pay
         the redemption price of and accrued interest on the 12 1/2% Exchange
         Debentures.

                  (j) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information, certificates
         and documents as the Representatives may reasonably request.

                  If any of the conditions specified in this Section 6 shall not
have been satisfied in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance, as contemplated by the provisions of this
Agreement, to the Representatives and counsel for the Initial Purchasers, this
Agreement and all obligations of the Initial Purchasers hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Representatives.
Notice of such cancellation shall be given to the Company in writing or by
telephone or facsimile confirmed in writing.

                  The documents required to be delivered by this Section 6 will
be delivered at the office of counsel for the Initial Purchasers, c/o Cahill
Gordon & Reindel, 80 Pine Street, New York, NY 10005, on the Closing Date.



                                       26
<PAGE>

                  7. REIMBURSEMENT OF EXPENSES. If the sale of the Securities
provided for herein is not consummated because any condition to the obligations
of the Initial Purchasers set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of the Company or any Guarantor to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Initial Purchasers, the Company will reimburse
the Initial Purchasers severally through Salomon Smith Barney on demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Securities.

                  8. INDEMNIFICATION AND CONTRIBUTION.

                  (a) The Company and the Guarantors, jointly and severally,
agree to indemnify and hold harmless each Initial Purchaser, the directors,
officers, employees and agents of each Initial Purchaser and each person who
controls any Initial Purchaser within the meaning of either the Act or the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in the Preliminary
Memorandum, the Final Memorandum (or in any supplement or amendment thereto) or
any information provided by the Company or any Guarantor to any holder or
prospective purchaser of Securities pursuant to Section 5(h), or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER,
that the Company and the Guarantors will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in the Preliminary Memorandum or the Final Memorandum, or
in any amendment thereof or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any Initial Purchasers through the Representatives specifically for inclusion
therein. This indemnity agreement will be in addition to any liability which the
Company and the Guarantors may otherwise have.

                  (b) Each Initial Purchaser severally and not jointly agrees to
indemnify and hold harmless the Company, the Guarantors, each of its or their
directors, each of its or their officers, and each person who controls the
Company or any Guarantor within the meaning of



                                       27
<PAGE>

either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company and the Guarantors to each Initial Purchaser, but
only with reference to written information relating to such Initial Purchaser
furnished to the Company and the Guarantors by or on behalf of such Initial
Purchaser through the Representatives specifically for inclusion in the
Preliminary Memorandum or the Final Memorandum (or in any amendment or
supplement thereto). This indemnity agreement will be in addition to any
liability which any Initial Purchaser may otherwise have. The Company and the
Guarantors acknowledge that the statements set forth in the last paragraph of
the cover page regarding the delivery of the Securities and, under the heading
"Plan of Distribution," the paragraph related to over-allotment, covering and
stabilization transactions in the Preliminary Memorandum and the Final
Memorandum, constitute the only information furnished in writing by or on behalf
of the Initial Purchasers for inclusion in the Preliminary Memorandum or the
Final Memorandum (or in any amendment or supplement thereto).

                  (c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
(except for local counsel) retained by the indemnified party or parties except
as set forth below); PROVIDED, HOWEVER, that such counsel shall be satisfactory
to the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including local counsel),
and the indemnifying party shall bear the reasonable fees, costs and expenses of
such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of
interest; (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to




                                       28
<PAGE>

employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

                  (d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company, the Guarantors and the Initial
Purchasers agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Company or any Guarantor, and one or more of the Initial Purchasers may be
subject in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors on the one hand and by the Initial
Purchasers on the other from the offering of the Securities; PROVIDED, HOWEVER,
that in no case shall any Initial Purchaser (except as may be provided in any
agreement among the Initial Purchasers relating to the offering of the
Securities) be responsible for any amount in excess of the purchase discount or
commission applicable to the Securities purchased by such Initial Purchaser
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company, the Guarantors and the Initial
Purchasers shall contribute in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company and the
Guarantors on the one hand and of the Initial Purchasers on the other in
connection with the statements or omissions which resulted in such Losses, as
well as any other relevant equitable considerations. Benefits received by the
Company and the Guarantors shall be deemed to be equal to the total net proceeds
from the offering (before deducting expenses) received by the Company, and
benefits received by the Initial Purchasers shall be deemed to be equal to the
total purchase discounts and commissions in each case set forth on the cover of
the Final Memorandum. Relative fault shall be determined by reference to, among
other things, whether any untrue or any alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information provided by the Company or a Guarantor on the one hand or the
Initial Purchasers on the other, the intent of the parties and their relative
knowledge, information and opportunity to correct or prevent such untrue
statement or omission. The Company, the Guarantors and the Initial Purchasers
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of



                                       29
<PAGE>

this Section 8, each person who controls an Initial Purchaser within the meaning
of either the Act or the Exchange Act and each director, officer, employee and
agent of an Initial Purchaser shall have the same rights to contribution as such
Initial Purchaser, and each person who controls the Company or a Guarantor
within the meaning of either the Act or the Exchange Act and each officer and
director of the Company and any Guarantor shall have the same rights to
contribution as the Company and the Guarantors, subject in each case to the
applicable terms and conditions of this paragraph (d).

                  9. DEFAULT BY AN INITIAL PURCHASER. If any one or more Initial
Purchasers shall fail to purchase and pay for any of the Securities agreed to be
purchased by such Initial Purchaser hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Initial Purchasers shall be obligated severally to take
up and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule I hereto bears to the aggregate amount of
Securities set forth opposite the names of all the remaining Initial Purchasers)
the Securities which the defaulting Initial Purchaser or Initial Purchasers
agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the
aggregate amount of Securities which the defaulting Initial Purchaser or Initial
Purchasers agreed but failed to purchase shall exceed 10% of the aggregate
amount of Securities set forth in Schedule I hereto, the remaining Initial
Purchasers shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the Securities, and if such nondefaulting Initial
Purchasers do not purchase all the Securities, this Agreement will terminate
without liability to any nondefaulting Initial Purchaser, the Company or the
Guarantors. In the event of a default by any Initial Purchaser as set forth in
this Section 9, the Closing Date shall be postponed for such period, not
exceeding five Business Days, as the Representatives shall determine in order
that the required changes in the Final Memorandum or in any other documents or
arrangements may be effected. Nothing contained in this Agreement shall relieve
any defaulting Initial Purchaser of its liability, if any, to the Company, the
Guarantors or any nondefaulting Initial Purchaser for damages occasioned by its
default hereunder.

                  10. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the American Stock Exchange or trading in
securities generally on the New York Stock Exchange or the American Stock
Exchange shall have been suspended or limited or minimum prices shall have been
established on either of such Exchanges; (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities; or (iii) there
shall have occurred any outbreak or escalation of hostilities, declaration by
the United States of a national emergency or war or other calamity or crisis the
effect of which on financial markets is such as to make it, in the



                                       30
<PAGE>

sole judgment of the Representatives, impracticable or inadvisable to proceed
with the offering or delivery of the Securities as contemplated by the Final
Memorandum (exclusive of any amendment or supplement thereto).

                  11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, the Guarantors or its or their officers and of the Initial Purchasers
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Initial
Purchasers, the Company, the Guarantors or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 7 and 8 hereof
shall survive the termination or cancellation of this Agreement.

                  12. NOTICES. All communications hereunder will be in writing
and effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telefaxed to the Salomon Smith Barney General Counsel (fax
no.: (212) 816-7912) and confirmed to the General Counsel, Salomon Smith Barney
at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel;
or, if sent to the Company or any Guarantor, will be mailed, delivered or
telefaxed to the General Counsel (fax no.: (561) 659-4754) and confirmed to the
General Counsel, Paxson Communications Corporation, at 601 Clearwater Park Road,
West Palm Beach, Florida 33401.

                  13. SUCCESSORS. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and, except as expressly set forth in Section 5(h) hereof, no other person will
have any right or obligation hereunder.

                  14. APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  15. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

                  16. HEADINGS. The section headings used herein are for
convenience only and shall not affect the construction hereof.

                  17. DEFINITIONS. The terms which follow, when used in this
Agreement, shall have the meanings indicated.



                                       31
<PAGE>

                  "Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

                  "Affiliate" shall have the meaning specified in Rule 501(b) of
Regulation D.

                  "Business Day" shall mean any day other than a Saturday, a
Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in The City of New York.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "NASD" shall mean the National Association of Securities
Dealers, Inc.

                  "Regulation D" shall mean Regulation D under the Act.

                  "Regulation S" shall mean Regulation S under the Act.

                  "Salomon Smith Barney" shall mean Salomon Smith Barney Inc.

                  "Trust Indenture Act" shall mean the Trust Indenture Act of
1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding agreement
among the Company, the Guarantors and the several Initial Purchasers.

                                       Very truly yours,

                                       PAXSON COMMUNICATIONS CORPORATION


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:




                                       32
<PAGE>

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

SALOMON SMITH BARNEY INC.
UBS WARBURG LLC
BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON CORPORATION

By:  SALOMON SMITH BARNEY INC.


By:
    ----------------------------------------
    Name:
    Title:


                              SUBSIDIARY GUARANTORS:

                              BUD HITS, INC.
                              BUD SONGS, INC.
                              CAP COMMUNICATIONS LICENSE OF NEW LONDON, INC.
                              CAP COMMUNICATIONS OF NEW LONDON, INC.
                              CAP COMMUNICATIONS, INC.
                              CHANNEL 66 OF TAMPA, INC.
                              CLEARLAKE PRODUCTIONS, INC.
                              COCOLA MEDIA CORPORATION OF FLORIDA
                              COCOLA MEDIA CORPORATION OF SAN FRANCISCO, INC.
                              DP MEDIA, INC.
                              DP MEDIA LICENSE OF BATTLE CREEK, INC.
                              DP MEDIA LICENSE OF BOSTON, INC.



                                       33
<PAGE>

                              DP MEDIA LICENSE OF MARTINSBURG, INC.
                              DP MEDIA LICENSE OF MILWAUKEE, INC.
                              DP MEDIA LICENSE OF RALEIGH DURHAM, INC.
                              DP MEDIA OF BATTLE CREEK, INC.
                              DP MEDIA OF BOSTON, INC.
                              DP MEDIA OF MARTINSBURG, INC.
                              DP MEDIA OF MILWAUKEE, INC.
                              DP MEDIA OF RALEIGH DURHAM, INC.
                              DP MEDIA OF ST. LOUIS, INC.
                              FLAGLER PRODUCTIONS, INC.
                              HISPANIC BROADCASTING, INC.
                              IRON MOUNTAIN PRODUCTIONS, INC.
                              OCEAN STATE TELEVISION, LLC
                              PAX HITS PUBLISHING, INC.
                              PAX INTERNET, INC.
                              PAX NET TELEVISION PRODUCTIONS, INC.
                              PAX NET, INC.
                              PAXSON AKRON LICENSE, INC.
                              PAXSON ALBANY LICENSE, INC.
                              PAXSON ALBUQUERQUE LICENSE, INC.
                              PAXSON ATLANTA LICENSE, INC.
                              PAXSON BIRMINGHAM LICENSE, INC.
                              PAXSON BOSTON LICENSE, INC.
                              PAXSON BOSTON-68 LICENSE, INC.
                              PAXSON BUFFALO LICENSE, INC.
                              PAXSON CEDAR RAPIDS LICENSE, INC.
                              PAXSON CHARLESTON LICENSE, INC.
                              PAXSON CHICAGO LICENSE, INC.
                              PAXSON COMMUNICATIONS LICENSE COMPANY, LLC
                              PAXSON COMMUNICATIONS LPTV, INC.
                              PAXSON COMMUNICATIONS MANAGEMENT COMPANY, INC.
                              PAXSON COMMUNICATIONS OF AKRON-23, INC.
                              PAXSON COMMUNICATIONS OF ALBANY-55, INC.



                                       34
<PAGE>

                              PAXSON COMMUNICATIONS OF ALBUQUERQUE-14, INC.
                              PAXSON COMMUNICATIONS OF ATLANTA-14, INC.
                              PAXSON COMMUNICATIONS OF BIRMINGHAM-44, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-46, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-60, INC.
                              PAXSON COMMUNICATIONS OF BOSTON-68, INC.
                              PAXSON COMMUNICATIONS OF BUFFALO-51, INC.
                              PAXSON COMMUNICATIONS OF CEDAR RAPIDS-48, INC.
                              PAXSON COMMUNICATIONS OF CHARLESTON-29, INC.
                              PAXSON COMMUNICATIONS OF CHICAGO-38, INC.
                              PAXSON COMMUNICATIONS OF DALLAS-68, INC.
                              PAXSON COMMUNICATIONS OF DAVENPORT-67, INC.
                              PAXSON COMMUNICATIONS OF DENVER-59, INC.
                              PAXSON COMMUNICATIONS OF DES MOINES-39, INC.
                              PAXSON COMMUNICATIONS OF DETROIT-31, INC.
                              PAXSON COMMUNICATIONS OF FAYETTEVILLE-62, INC.
                              PAXSON COMMUNICATIONS OF FRESNO-61, INC.
                              PAXSON COMMUNICATIONS OF GREENSBORO-16, INC.
                              PAXSON COMMUNICATIONS OF GREENVILLE-38, INC.
                              PAXSON COMMUNICATIONS OF HONOLULU-66, INC.



                                       35
<PAGE>

                              PAXSON COMMUNICATIONS OF HOUSTON-49, INC.
                              PAXSON COMMUNICATIONS OF JACKSONVILLE-21, INC.
                              PAXSON COMMUNICATIONS OF JACKSONVILLE-35, INC.
                              PAXSON COMMUNICATIONS OF KANSAS CITY-50, INC.
                              PAXSON COMMUNICATIONS OF KNOXVILLE-54, INC.
                              PAXSON COMMUNICATIONS OF LEXINGTON-67, INC.
                              PAXSON COMMUNICATIONS OF LOS ANGELES-30, INC.
                              PAXSON COMMUNICATIONS OF LOUISVILLE-21, INC.
                              PAXSON COMMUNICATIONS OF MEMPHIS-50, INC.
                              PAXSON COMMUNICATIONS OF MIAMI-35, INC.
                              PAXSON COMMUNICATIONS OF MINNEAPOLIS-41, INC.
                              PAXSON COMMUNICATIONS OF MOBILE-61, INC.
                              PAXSON COMMUNICATIONS OF NASHVILLE-28, INC.
                              PAXSON COMMUNICATIONS OF NEW ORLEANS-49, INC.
                              PAXSON COMMUNICATIONS OF NEW YORK-31, INC.
                              PAXSON COMMUNICATIONS OF NORFOLK-49, INC.
                              PAXSON COMMUNICATIONS OF OKLAHOMA CITY-62, INC.
                              PAXSON COMMUNICATIONS OF ORLANDO-56, INC.
                              PAXSON COMMUNICATIONS OF PHILADELPHIA-61, INC.
                              PAXSON COMMUNICATIONS OF PHOENIX-13, INC.


                                       36
<PAGE>

                              PAXSON COMMUNICATIONS OF PHOENIX-51, INC.
                              PAXSON COMMUNICATIONS OF PITTSBURGH-40, INC.
                              PAXSON COMMUNICATIONS OF PORTLAND-22, INC.
                              PAXSON COMMUNICATIONS OF PORTLAND-23, INC.
                              PAXSON COMMUNICATIONS OF PROVIDENCE-69, INC.
                              PAXSON COMMUNICATIONS OF ROANOKE-38, INC.
                              PAXSON COMMUNICATIONS OF SACRAMENTO-29, INC.
                              PAXSON COMMUNICATIONS OF SALT LAKE CITY-30, INC.
                              PAXSON COMMUNICATIONS OF SAN ANTONIO-26, INC.
                              PAXSON COMMUNICATIONS OF SAN JOSE-65, INC.
                              PAXSON COMMUNICATIONS OF SAN JUAN, INC.
                              PAXSON COMMUNICATIONS OF SCRANTON-64, INC.
                              PAXSON COMMUNICATIONS OF SEATTLE-33, INC.
                              PAXSON COMMUNICATIONS OF SHREVEPORT-21, INC.
                              PAXSON COMMUNICATIONS OF SPOKANE-34, INC.
                              PAXSON COMMUNICATIONS OF ST. CROIX-15, INC.
                              PAXSON COMMUNICATIONS OF SYRACUSE-56, INC.
                              PAXSON COMMUNICATIONS OF TAMPA-66, INC.
                              PAXSON COMMUNICATIONS OF TUCSON-46, INC.
                              PAXSON COMMUNICATIONS OF TULSA-44, INC.


                                       37
<PAGE>

                              PAXSON COMMUNICATIONS OF WASHINGTON-66, INC.
                              PAXSON COMMUNICATIONS OF WAUSAU-46, INC.
                              PAXSON COMMUNICATIONS OF WEST PALM BEACH-67, INC.
                              PAXSON COMMUNICATIONS TELEVISION, INC.
                              PAXSON DALLAS LICENSE, INC.
                              PAXSON DAVENPORT LICENSE, INC.
                              PAXSON DENVER LICENSE, INC.
                              PAXSON DES MOINES LICENSE, INC.
                              PAXSON DETROIT LICENSE, INC.
                              PAXSON DEVELOPMENT, INC.
                              PAXSON FAYETTEVILLE LICENSE, INC.
                              PAXSON FRESNO LICENSE, INC.
                              PAXSON GREENSBORO LICENSE, INC.
                              PAXSON GREENVILLE LICENSE, INC.
                              PAXSON HAWAII LICENSE, INC.
                              PAXSON HOUSTON LICENSE, INC.
                              PAXSON JACKSONVILLE LICENSE, INC.
                              PAXSON JAX LICENSE, INC.
                              PAXSON KANSAS CITY LICENSE, INC.
                              PAXSON KNOXVILLE LICENSE, INC.
                              PAXSON LEXINGTON LICENSE, INC.
                              PAXSON LOS ANGELES LICENSE, INC.
                              PAXSON MERCHANDISING & LICENSING, INC.
                              PAXSON MIAMI-35 LICENSE, INC.
                              PAXSON MINNEAPOLIS LICENSE, INC.
                              PAXSON MOBILE LICENSE, INC.
                              PAXSON NEW YORK LICENSE, INC.
                              PAXSON NORFOLK LICENSE, INC.
                              PAXSON OKLAHOMA CITY LICENSE, INC.
                              PAXSON ORLANDO LICENSE, INC.
                              PAXSON PHILADELPHIA LICENSE, INC.
                              PAXSON PHOENIX LICENSE, INC.
                              PAXSON PORTLAND LICENSE, INC.
                              PAXSON PRODUCTIONS, INC.
                              PAXSON ROANOKE LICENSE, INC.


                                       38
<PAGE>

                              PAXSON SACRAMENTO LICENSE, INC.
                              PAXSON SALEM LICENSE, INC.
                              PAXSON SALT LAKE CITY LICENSE, INC.
                              PAXSON SAN ANTONIO LICENSE, INC.
                              PAXSON SAN JOSE LICENSE, INC.
                              PAXSON SCRANTON LICENSE, INC.
                              PAXSON SEATTLE LICENSE, INC.
                              PAXSON SHREVEPORT LICENSE, INC.
                              PAXSON SPOKANE LICENSE, INC.
                              PAXSON SPORTS OF MIAMI, INC.
                              PAXSON ST. CROIX LICENSE, INC.
                              PAXSON SYRACUSE LICENSE, INC.
                              PAXSON TAMPA-66 LICENSE, INC.
                              PAXSON TELEVISION PRODUCTIONS, INC.
                              PAXSON TELEVISION, INC.
                              PAXSON TENNESSEE LICENSE, INC.
                              PAXSON TULSA LICENSE, INC.
                              PAXSON WASHINGTON LICENSE, INC.
                              PAXSON WAUSAU LICENSE, INC.
                              PCC DIRECT, INC.
                              RDP COMMUNICATIONS LICENSE OF INDIANAPOLIS, INC.
                              RDP COMMUNICATIONS OF INDIANAPOLIS, INC.
                              RDP COMMUNICATIONS, INC.
                              TRAVEL CHANNEL ACQUISITION CORPORATION



                              By: /s/ Anthony L. Morrison
                                  -------------------------------------------
                                  Name:  Anthony L. Morrison
                                  Title: Vice President and Assistant
                                         Secretary of each of such
                                         Subsidiary Guarantors





                                       39
<PAGE>

                              AMERICA 51, L.P.

                              By: Paxson Communications of Phoenix-51, Inc.,
                                    its General Partner and Limited Partner


                              By: Paxson Communications Television, Inc.,
                                    its Limited Partner

                              By: /s/ Anthony L. Morrison
                                     ----------------------------------------
                                     Name:   Anthony L. Morrison
                                     Title:  Vice President and Assistant
                                             Secretary of such General and
                                             Limited Partners






                                       40

</TEXT>
</DOCUMENT>
