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to continue in the review process, such interest should be communicated in
writing to Kidder, Peabody.

From the universe of interested parties who have responded, Kidder,
Peabody will promptly notify those potential purchasers who have been
selected to participate in Phase II of the review process. Selection will be
based upon the following criteria:

(i) receipt of satisfactory written expression of interest, including the
consideration to be received by NBC for the Station;
(ii) receipt of a list outlining the principal due diligence items that the
potential purchaser will need answered before submitting a
definitive proposal; and
(iii) satisfactory demonstration of the potential purchaser's ability to
complete a transaction based upon finanacial, business, regulatory
and other factors.

Once discussions among Kidder, Peabody and interested parties have led
to a determination of interest at the appropriate range of values, the selected
groups will be given access to management, facilities and other information to
complete their Phase II due diligence investigation.

During Phase II, we will distribute a Stock Purchase Agreement to
qualified purchasers for their review and comment. Kidder, Peabody will keep
all potential purchasers informed as to the timing of Phase I and II on an equal
basis.

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