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OFFERING PROCEDURES

NBC will only consider all cash proposals from prospective buyers for the stock of the Station. A prospective buyer must be a bona fide minority person
or group who will be able to provide NBC with a tax certificate and with a
description of its financial qualifications. To help potential qualified buyers with financing arrangements to acquire the Station, NBC will make available up to $10 million in subordinated seller debt. The subordinated seller debt would have a maturity of up to five-years and would accrue interest semi- annually at a rate of 10% per annum. NBC will require that its subordinated
seller debt be subject to a restricted payments test and other convenants as appropriate. To qualify for such subordinated seller debt, NBC will also require that a potential purchaser contribute a significant amount of the purchase price of the Station in the form of cash equity. NBC expressly reserves the right, without given reasons therefor, to determine whether a prospective buyer is qualified.

The offering procedures will be conducted in two phases. Phase I is the information review phase and Phase II the due diligence phase. As part of Phase I, this Memorandum describes the business and affairs of the Station.
If,
after reviewing the Memorandum, a prospective purchaser wishes to proceed
with an in-depth review of the Station, such prospective purchaser should contact the designated representatives of Kidder, Peabody. At that time,
subject to the procedures set forth below, Kidder, Peabody will provide a prospective purchaser with the appropriate supplementary information, as
requested. If, after reviewing this information, a prospective purchaser wishes

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