<PAGE>
                                                                  EXHIBIT 10.5.2

                                SECOND AMENDMENT

                  SECOND AMENDMENT, dated as of April 24, 2002 (this
"Amendment"), under the Amended and Restated Credit Agreement, dated as of June
29, 2001 (as heretofore amended, supplemented or otherwise modified, the "Credit
Agreement"), among LIN HOLDINGS CORP. ("Holdings"), LIN TELEVISION CORPORATION
(the "Borrower"), the several banks and other financial institutions or entities
from time to time parties thereto (the "Lenders"), JPMORGAN CHASE BANK (formerly
known as The Chase Manhattan Bank), as administrative agent (in such capacity,
the "Administrative Agent"), as Issuing Lender (as defined in the Credit
Agreement) and as Swingline Lender (as defined in the Credit Agreement) THE BANK
OF NOVA SCOTIA and BANK OF AMERICA, N.A., as Co-Documentation Agents (as defined
in the Credit Agreement) and THE BANK OF NEW YORK and FLEET NATIONAL BANK, as
Co-Syndication Agents (as defined in the Credit Agreement).

                                   WITNESSETH:

                  WHEREAS, Holdings, the Borrower, the Lenders, the
Administrative Agent, the Issuing Lender, the Swingline Lender, the
Co-Documentation Agents and the Co-Syndication Agents are parties to the Credit
Agreement;

                  WHEREAS, the Borrower has requested that the Lenders agree to
amend certain provisions of the Credit Agreement; and

                  WHEREAS, the Lenders have agreed to such requested amendments
but only on the terms and conditions contained in this Amendment;

                  NOW, THEREFORE, the parties hereto hereby agree as follows:

                  Section 1. Defined Terms. Terms defined in the Credit
Agreement and used herein without definition shall have the meanings given to
them in the Credit Agreement.

                  Section 2. Amendments to Subsection 1.1 (Defined Terms) of the
Credit Agreement. Subsection 1.1 of the Credit Agreement is hereby amended by:

                  (i) deleting the definitions of "Notes Payment Borrowing" and
"Permitted Notes Payment" therefrom;

                  (ii) with respect to the definition of "Consolidated EBITDA"
(A) deleting the "and" before clause (x), (B) adding the word "and" at the end
of clause (x) and (C) adding thereto the following new clause (xi):


<PAGE>

                           "(xi) solely for the purpose of Section 7, the HM Fee
         Payment and, to the extent the HM Fee Payment has been made, payments
         previously made to Hicks, Muse & Co. Partners, L.P. during such period
         pursuant to Section 7.6(a)(iv);"

                  (iii) with respect to the definition of "Wholly Owned
Subsidiary Guarantor", adding at the end of such definition the following: "From
and after the date, if any, on which the Capital Stock of STC is contributed to
the Borrower, STC and its Subsidiaries shall be deemed Wholly Owned Subsidiary
Guarantors for all purposes of this Agreement."

                  (iv) adding the following definitions in alphabetical order
thereto:

                  ""Dakota Note": that certain Subordinated Promissory Note to
be executed by Smith Broadcasting of North Dakota, Inc. in favor of STC in the
initial aggregate principal amount of $7,125,000, as the same may be amended or
otherwise modified from time to time."

                  "HM Fee Payment": either (i) $6,160,000 in cash, a warrant to
purchase shares of LIN TV's class B common stock with a value equivalent to
approximately $2,700,000 and the Dakota Note or (ii) in the event that the sale
of assets giving rise to the Dakota Note (the "Dakota Sale") has not then been
consummated, $6,160,000 in cash, a promissory note from LIN TV in the initial
aggregate principal amount of $7,125,000 (the "LIN Note") and a warrant to
purchase shares of LIN TV's class B common stock with a value equivalent to
approximately $2,700,000, which, in each such case, will be used by Borrower,
Holdings or LIN TV to make a payment to Hicks, Muse & Co. Partners, L.P. in
connection with the termination of the monitoring and oversight agreement
contemplated by subsection 7.10(b)(ii) and the amendment of the financial
advisory agreement contemplated by subsection 7.10(b)(ii); provided, that in the
case of clause (ii) above, if the Dakota Sale occurs on or prior to June 30,
2002, then the Dakota Note may be substituted for the LIN Note (and the LIN Note
shall then be cancelled); and provided further, that in the case of clause (ii)
above, if the Dakota Sale does not occur on or prior to June 30, 2002, then
warrants to purchase additional shares of LIN TV's class B common stock with a
value equivalent to approximately $7,125,000 may be substituted for the LIN Note
(and the LIN Note shall then be cancelled).

                  "Holdings Interest Payments": a dividend or other distribution
by Borrower to Holdings to permit Holdings to make cash interest payments on the
Holdings Discount Notes and the Additional Holdings Discount Notes on or after
March 1, 2003 in accordance with the Holdings Discount Notes Indenture.

                  "IPO": as defined in the preamble.

                  "LIN TV": as defined in the preamble.

                  "LIN TV Common Stock":  as defined in the preamble.

                  "Merger Effective Date":  as defined in the Second Amendment.

                  "Permitted Redemptions": any payment, prepayment, redemption
or purchase by Holdings or Borrower, other than the Sinking Fund Payment, of (i)
principal of or accrued interest on any Holdings Discount Indebtedness, Senior
Subordinated Indebtedness and Senior


                                      -2-

<PAGE>
Unsecured Indebtedness or (ii) LIN TV Common Stock, in each case, at a price not
in excess of fair market value thereof and which, in the aggregate, shall not
exceed $50,000,000.

                  "Second Amendment": that certain Second Amendment to the
Credit Agreement dated as of April 24, 2002 by and among Holdings, Borrower, the
Lenders party thereto and the Administrative Agent.

                  "Second Amendment Effective Date": as defined in the Second
Amendment.

                  "Sinking Fund Payment": the redemption of Holdings Discount
Notes required to be made by the terms thereof on March 1, 2003 in an amount
equal to $125,000,000.

                  "SSG": as defined in the preamble.

                  "SSG Redemption": as defined in the preamble.

                  "STC": STC Broadcasting, Inc., a Delaware corporation.

                  "STC Credit Agreement": as defined in the preamble.

                  "STC Loan": as defined in the preamble.

                  "STC Preferred": as defined in the preamble.

                  "STC Sub Notes": as defined in the preamble.

                  "Sunrise": as defined in the preamble.

                  "Sunrise Merger": as defined in the preamble.

                  "Sunrise Merger Agreement": as defined in the preamble.

                  "Sunrise Notes": as defined in the preamble."

                  Section 3. Amendments to Preamble. (i) A new fifth paragraph
is hereby added to the preamble to the Credit Agreement as follows:

                  "LIN TV Corp., a Delaware corporation (f/k/a Ranger Equity
         Holdings Corp.) ("LIN TV") and the ultimate parent company of Holdings
         and the Borrower, entered into that certain Agreement and Plan of
         Merger (the "Sunrise Merger Agreement") with Sunrise Television Corp.,
         a Delaware corporation ("Sunrise"), pursuant to which Sunrise will
         merge, upon the satisfaction of the conditions precedent contained in
         the Sunrise Merger Agreement, with and into LIN TV (the "Sunrise
         Merger"). On the Second Amendment Effective Date, Equity Holdings A and
         Equity Holdings B shall merge with and in to LIN TV and, LIN TV shall
         consummate an initial underwritten public offering (the "IPO") of its
         Class A Common Stock, par value $0.01 per share (the "LIN TV Common
         Stock"). In connection with the IPO, the Borrower's membership units in
         Southwest Sports Group Holdings LLC ("SSG") will be redeemed by SSG for

                                      -3-

<PAGE>

         approximately $60,400,000 in gross cash proceeds (the "SSG
         Redemption"). LIN TV, together with the Borrower, shall use the
         proceeds of the IPO and the SSG Redemption (i) to repay the Tranche B
         Term Loans and each of the Incremental Term Loans and Revolving Credit
         Loans which are outstanding as of the Second Amendment Effective Date
         and (ii) (a) if the Sunrise Merger has been consummated, to (A) make a
         capital contribution to STC, to enable STC to (1) redeem its 11% Senior
         Subordinated Notes due 2007 (the "STC Sub Notes"), (2) redeem the
         shares of its 14% Redeemable Preferred Stock which are not held by
         Hicks, Muse or any of its Affiliates (the "STC Preferred") and (3)
         repay in full, and terminate any lending commitments under, that
         certain Amended and Restated Credit Agreement dated as of July 2, 1998
         by and among Sunrise, STC, as borrower, the lenders from time to time
         party thereto and JPMorgan Chase Bank, as administrative agent (the
         "STC Credit Agreement") and (B) redeem certain Senior Subordinated
         Promissory Notes issued by Sunrise and which are not held by Hicks,
         Muse or any of its Affiliates (the "Sunrise Notes") or (b) otherwise,
         to (x) make a senior secured term loan to STC (the "STC Loan") the
         proceeds of which shall be used by STC to redeem in full the STC Sub
         Notes and the STC Preferred and repay in full, and terminate the
         lending commitments under, the STC Credit Agreement and (y) redeem in
         full the Sunrise Notes. The STC Loan will be in a principal amount not
         exceeding $141,000,000 and will be secured by all or substantially all
         of the assets of STC and its Subsidiaries, and the STC Loan
         documentation shall be reasonably satisfactory to the Administrative
         Agent and its counsel. After the occurrence of both the Sunrise Merger
         and the IPO, LIN TV will contribute the Capital Stock of STC owned by
         it, together with its interest in the STC Loan, if applicable, to
         Holdings, which will in turn contribute the Capital Stock of STC, and
         its interest in the STC Loan, if applicable, to the Borrower; as a
         result thereof, the Borrower would be a secured lender of STC."

                  (ii) The third and fourth sentences of the penultimate
         paragraph of the preamble of the Credit Agreement are hereby amended by
         deleting such sentences in their entirety and substituting in lieu
         thereof the following:

                  "The Tranche B Term Loans shall be repaid in full on the
         Second Amendment Effective Date and the Incremental Term Loans
         outstanding on the Second Amendment Effective Date shall be repaid in
         full on such date. The proceeds of any Incremental Term Loans borrowed
         after the Second Amendment Effective Date shall be used solely to
         finance Permitted Acquisitions and transaction fees and expenses in
         connection therewith and to fund the Sinking Fund Payment. The proceeds
         of Revolving Credit Loans will be used for general corporate purposes,
         including Permitted Acquisitions, Permitted Redemptions, the Sinking
         Fund Payment and Holdings Interest Payments."

                  Section 4. Amendment to Subsection 2.1(b) (Term Commitments)
of the Credit Agreement. Subsection 2.1(b) of the Credit Agreement is hereby
amended by deleting the amount "$75,000,000" in the last sentence thereof and
substituting in lieu thereof the amount "$150,000,000."

                                      -4-

<PAGE>

                  Section 5. Amendment to Subsection 2.4 (Revolving Credit
Commitments) of the Credit Agreement. Subsection 2.4 of the Credit Agreement is
hereby amended by (i) deleting in its entirety the last sentence of Section
2.4(a) and (ii) adding the following subsections:

                  "(d) The Borrower shall have the right at any time to increase
         the Revolving Credit Commitments to an amount of not more than
         $235,000,000, with each such increase to be in an amount of not less
         than $10,000,000, (i) by requesting that one or more banks or other
         financial institutions or entities not parties to this Agreement become
         Lenders hereunder or (ii) by requesting that any Lender or Lenders
         already parties to this Agreement increase the respective amounts of
         such Lenders' Revolving Credit Commitments in accordance with this
         Agreement; provided, that the addition of any bank, financial
         institution or other entity pursuant to clause (i) above shall be
         subject to the consent of the Administrative Agent (which consent shall
         not be unreasonably withheld).

                  (e) Any additional bank, financial institution or other entity
         which elects to become a Lender party to this Agreement and provide a
         Revolving Credit Commitment, and any Lender which elects to increase
         its Revolving Credit Commitment, pursuant to clause (d) of this Section
         2.4 above shall execute a joinder or increase agreement in
         substantially the form attached hereto as Exhibit K with the Borrower
         and the Administrative Agent, whereupon such bank, financial
         institution or other entity shall become a Revolving Credit Lender for
         all purposes and to the same extent as if originally a party hereto and
         shall be bound by and entitled to the benefits of this Agreement, and
         Schedule 1.1A shall be deemed to be amended to add the name and
         Revolving Credit Commitment of such new Lender and to reflect the new
         Revolving Credit Commitment of such increasing Lender, effective on the
         date specified in such agreement.

                  (f) Any increase in the Revolving Credit Commitments under the
         Facility pursuant to this Section 2.4 shall not be effective unless:

                    (1) no Default or Event of Default shall have occurred and
                    be continuing on the effective date of such increase or
                    after giving effect to such increase;

                    (2) each of the representations and warranties made by the
                    Borrower in Section 4 shall be true and correct in all
                    material respects on and as of such effective date with the
                    same effect as if made on and as of such date, except for
                    any representation and warranty which is expressly made as
                    of an earlier date, which representation and warranty shall
                    have been true and correct in all material respects on and
                    as of such earlier date;

                    (3) the Administrative Agent shall have received each of (A)
                    a certificate of the corporate secretary or assistant
                    secretary of the Borrower as to the taking of any corporate
                    action necessary in connection with such increase and (B) an
                    opinion or of counsel to the Borrower as to its corporate
                    power and authority to borrow hereunder after giving effect
                    to such increase

                                      -5-

<PAGE>

                    and such other matters relating thereto as the
                    Administrative Agent and its counsel may reasonably request.

         Each notice requesting an increase in the Revolving Credit Commitment
         pursuant to this Section 2.4 shall constitute a certification to the
         effect set forth in clauses (1) and (2) of this Section 2.4(f).

                  (g) No Lender shall at any time be required to agree to a
         request of the Borrower to increase its Revolving Credit Commitment
         hereunder.

                  (h) On the date any increase becomes effective pursuant to
         this Section 2.4, (i) the Borrower agrees to prepay any outstanding
         Revolving Credit Loans with the proceeds of new Revolving Credit Loans
         in order to make the then outstanding Revolving Credit Loans ratable in
         accordance with the then effective Revolving Credit Commitments and
         (ii) the participating interests in the then outstanding Letters of
         Credit shall be deemed to be reallocated among the Revolving Credit
         Lenders in order to make the participating interests in each such
         Letter of Credit ratable in accordance with the then effective
         Revolving Credit Commitments (and interest and letter of credit
         commissions for any relevant period shall be paid to the Revolving
         Credit Lenders based on the allocation set forth in this paragraph)."

                  Section 6. Amendments to Subsection 2.9 (Mandatory Prepayments
and Commitment Reductions) of the Credit Agreement. (i) Subsection 2.9(a) of the
Credit Agreement is hereby amended by deleting such subsection in its entirety
and substituting in lieu thereof the following:

                  "(a) The Borrower shall use the Net Cash Proceeds of the IPO
         received by it to prepay in full the Term Loans and repay in full the
         Revolving Credit Loans outstanding as of the Second Amendment Effective
         Date. None of the Net Cash Proceeds of the IPO shall be required to be
         applied to the reduction of the Revolving Credit Commitments as set
         forth in Section 2.9(d). After the Second Amendment Effective Date, if
         any Capital Stock (other than a Permitted Issuance or in connection
         with the IPO) or Indebtedness shall be issued or Incurred in accordance
         with subsection 7.2(g) by Holdings, the Borrower or any of its
         Subsidiaries, an amount equal to the lesser of (i) 50% of the Net Cash
         Proceeds thereof and (ii) an amount sufficient to enable the Borrower
         to reduce the Consolidated Leverage Ratio to 5.00 to 1.00 as of the
         last day of the most recent Test Period shall be applied on the date of
         such issuance or Incurrence toward the prepayment of the Term Loans
         and, to the extent of any excess, to the repayment of any outstanding
         Total Revolving Extensions of Credit in accordance with subsection
         2.9(d), provided that if, at the time of such issuance or Incurrence,
         the Consolidated Leverage Ratio as of the last day of the most recent
         Test Period is less than 5.00 to 1.00, no such prepayment or repayment
         shall be required in respect of such issuance or Incurrence."

                  (ii) Subsection 2.9(b) is hereby amended by deleting such
         subsection in its entirety and substituting in lieu thereof the
         following:

                                      -6-

<PAGE>

                  "(b) From and after the Second Amendment Effective Date, if on
         any date Holdings, the Borrower or any of its Subsidiaries shall
         receive Net Cash Proceeds from any Asset Sale or Recovery Event (other
         than pursuant to an Asset Sale under clause (k) of subsection 7.5)
         then, unless a Reinvestment Notice shall be delivered in respect
         thereof, such Net Cash Proceeds shall be applied, within five Business
         Days after such date, toward the prepayment of the Term Loans and, to
         the extent of any excess, to the repayment of any outstanding Total
         Revolving Extensions of Credit in accordance with subsection 2.9(d),
         provided that if a Reinvestment Notice shall be delivered in respect
         thereof (i) on each Reinvestment Prepayment Date, an amount equal to
         the Reinvestment Prepayment Amount with respect to the relevant
         Reinvestment Event shall be applied toward the prepayment of the Term
         Loans and, to the extent of any excess, the prepayment of the
         outstanding Total Revolving Extensions of Credit and (ii) if such Net
         Cash Proceeds relate to an Asset Sale pursuant to subsection 7.5(h) or
         an Asset Swap Transaction pursuant to subsection 7.5(i) and a
         Reinvestment Notice has been delivered in connection therewith, pending
         such Reinvestment Prepayment Date, such Net Cash Proceeds shall be (A)
         applied to the repayment of Revolving Credit Loans pursuant to
         subsection 2.8(b) to be reborrowed by the Borrower, subject to
         compliance by the Borrower at the time of such reborrowing with the
         terms and conditions of this Agreement, to make a Permitted Acquisition
         or as cash consideration in connection with an Asset Swap Transaction
         or (B) deposited in a cash collateral account with the Administrative
         Agent (the proceeds of which will be invested by the Administrative
         Agent in Cash Equivalents at the request of the Borrower) to be
         released by the Administrative Agent at the request of the Borrower,
         subject to compliance by the Borrower at the time of such release with
         the terms and conditions of this Agreement, to make a Permitted
         Acquisition or as cash consideration in connection with an Asset Swap
         Transaction, provided further, that, notwithstanding subsection 2.9(d),
         if, at the time of receipt of such Net Cash Proceeds, the Consolidated
         Leverage Ratio as of the last day of the most recent Test Period is (i)
         less than 5.00 to 1.00 and greater than or equal to 4.00 to 1.00, an
         amount equal to 50% of the Net Cash Proceeds thereof shall be applied
         as set forth in subsection 2.9(d) and (ii) less than 4.00 to 1.00, no
         such prepayment or reduction shall be required in respect of such Net
         Cash Proceeds, (provided that amounts not required to be applied toward
         the prepayment of the Term Loans and, if applicable, the prepayment of
         the Total Revolving Extensions of Credit pursuant to clauses (i) and
         (ii) above shall be reinvested in the business of the Borrower or any
         of its Subsidiaries in a manner permitted by Section 4.08 of the Senior
         Subordinated Note Indenture (or any comparable section after the
         Closing Date) on or prior to the 179th day after receipt of such Net
         Cash Proceeds, and any amounts not so reinvested on or prior to such
         time shall be applied first, toward the prepayment of the Term Loans
         and, second, to the prepayment of the Total Revolving Extensions of
         Credit prior to the 180th day after receipt thereof).

                  (iii) Subsection 2.9(c) is hereby amended by deleting such
         subsection in its entirety and substituting in lieu thereof the
         following:

                  "(c) Intentionally Deleted."

                                      -7-

<PAGE>

                  (iv) Subsection 2.9(d) is hereby amended by deleting such
         subsection in its entirety and substituting in lieu thereof the
         following:

                  "(d) Prepayments of the Term Loans and Total Revolving
         Extensions of Credit required by the other provisions of this
         subsection 2.9 shall be applied first, to the prepayment of the Term
         Loans and second, to repay Total Revolving Extensions of Credit as
         follows: (i) first to repay outstanding Swingline Loans, (ii) second,
         to the repayment of the Revolving Credit Loans and (iii) third, if any
         Letters of Credit are then-outstanding, to deposit an amount in cash in
         a cash collateral account established with the Administrative Agent for
         the benefit of the Lenders on terms and conditions reasonably
         satisfactory to the Administrative Agent. The application of any
         prepayment pursuant to this subsection 2.9 shall be made first to ABR
         Loans and second to Eurodollar Loans. Amounts prepaid on account of the
         Term Loans (i) shall be allocated ratably based on the outstanding
         principal amount of the Term Loans under each such Facility and applied
         to the then remaining installments of the Term Loans under each such
         Facility ratably based on the number of such installments under such
         Facility and (ii) may not be reborrowed. In no event shall any
         prepayment required pursuant to subsection 2.9 result in the reduction
         of the available commitments under the Incremental Term Loan Facility
         or the Revolving Credit Facility."

                  Section 7. Amendment to Subsection 2.15(e) (Pro Rata Treatment
and Payments) of the Credit Agreement. Subsection 2.15(e) of the Credit
Agreement is hereby amended by adding the parenthetical "(subject to Section
2.4(h))" prior to the period at the end of such subsection.

                  Section 8. Amendment to Subsection 7.1 (Financial Condition
Covenants) of the Credit Agreement. Subsection 7.1 of the Credit Agreement is
hereby amended by deleting paragraphs (a) and (b) thereof and substituting in
lieu thereof the following:

                  "(a) Consolidated Leverage Ratio. Permit the Consolidated
         Leverage Ratio as of the last day of any Test Period set forth below
         to exceed the ratio set forth below opposite such period:

<Table>
<Caption>
                   Period                                 Consolidated Leverage Ratio
                   ------                                 ---------------------------
<S>                                                       <C>
                   The Second Amendment Effective Date                6.0x
                   to 03/31/04

                   04/01/04 to 03/31/05                               5.5x

                   04/01/05 and thereafter                            5.0x
</Table>

                  (b) Consolidated Interest Coverage Ratio. Permit the
         Consolidated Interest Coverage Ratio as of the last day of any Test
         Period set forth below to be less than the ratio set forth below
         opposite such period:

                                      -8-


<PAGE>

<Table>
<Caption>

                                                  Consolidated Interest
Period                                               Coverage Ratio
------                                            ---------------------
<S>                                               <C>
The Second Amendment Effective Date                       2.0x
to 3/31/04

04/01/04 and thereafter                                   2.25x
</Table>

                  Section 9. Amendments to Subsection 7.2 (Limitation on
Indebtedness) of the Credit Agreement. (i) Subsection 7.2(g) of the Credit
Agreement is hereby amended by deleting such subsection in its entirety and
substituting in lieu thereof the following:

                  (g)(i) Senior Subordinated Indebtedness of the Borrower, (ii)
         Senior Unsecured Indebtedness of the Borrower in an aggregate principal
         amount not to exceed $410,000,000, provided that the Net Cash Proceeds
         of the issuance of any Senior Unsecured Notes shall be applied to the
         optional prepayment of the Term Loans as provided in Section 2.8 (other
         than to the extent that such issuance is made in accordance with
         Section 7.9 to effect a refinancing of any Senior Unsecured Notes),
         (iii) Holdings Discount Indebtedness in an aggregate principal amount
         at maturity not to exceed $425,000,000 minus the aggregate principal
         amount of Holdings Discount Notes prepaid (other than to the extent
         that such issuance is made in accordance with Section 7.9 to effect a
         refinancing of any Holdings Discount Notes except pursuant to any
         mandatory redemption), including pursuant to a mandatory redemption, at
         any time during the term of this Agreement, provided that the Net Cash
         Proceeds of the issuance of any Additional Holdings Discount Notes
         shall be contributed by Holdings to the Borrower as common equity and
         applied to the optional prepayment of the Term Loans as provided in
         Section 2.8 (other than to the extent that such issuance is made in
         accordance with Section 7.9 to effect a refinancing of any Holdings
         Discount Notes), and (iv) Guarantee Obligations of any Subsidiary
         Guarantor in respect of Indebtedness referred to in clause (i) or (ii)
         of this subsection 7.2(g), provided that (A) a Subsidiary Guarantor
         shall not guarantee any Senior Subordinated Indebtedness unless such
         guarantee of the Senior Subordinated Indebtedness is subordinated to
         the guarantee of such Subsidiary Guarantor of the Obligations on terms
         no less favorable to the Lenders than the subordination provisions of
         the Senior Subordinated Notes or Additional Senior Subordinated Notes,
         as applicable, and (B) a Subsidiary Guarantor shall not guarantee any
         Senior Subordinated Indebtedness or Senior Unsecured Indebtedness
         unless such guarantee of the Senior Subordinated Indebtedness or the
         Senior Unsecured Indebtedness, as the case may be, provides for the
         release and termination thereof, and is released and terminated,
         without action by any party, upon (I) the sale of all or substantially
         all of the assets of such Subsidiary Guarantor (including by way of an
         Asset Swap Transaction), (II) a sale of all of the equity interest in
         such Subsidiary Guarantor or (III) such Subsidiary Guarantor ceasing to
         be a Restricted Subsidiary (as defined in the Senior Subordinated Note
         Indenture or any Additional Senior Subordinated Notes Indenture or the
         Senior Unsecured Notes Indenture, as the case may be);"

                                      -9-

<PAGE>

                  (ii)  Subsection 7.2(m) of the Credit Agreement is hereby
         amended by deleting the "and" at the end thereof.

                  (iii) Subsection 7.2(n) of the Credit Agreement is hereby
         amended by deleting the period at the end thereof and substituting
         therefor the following: "; and".

                  (iv)  A new subsection 7.2(o) is hereby added to the Credit
         Agreement as follows:

                  "(o) Indebtedness of STC pursuant to the STC Loan and the STC
         Sub Notes; provided, that, in the case of the STC Sub Notes, (i) STC
         shall have delivered an irrevocable notice to redeem the STC Sub Notes
         to the holders of the STC Sub Notes and (ii) STC shall have deposited
         in a cash collateral account an amount equal to the outstanding amount
         of the STC Sub Notes."

                  Section 10. Amendment to Subsection 7.3 (Limitation on Liens)
of the Credit Agreement. Subsection 7.3 of the Credit Agreement is hereby
amended by: (i) deleting the "and" at the end of clause (q) thereof, (ii)
deleting the period at the end of clause (r) thereof and substituting therefor
the phrase "; and" and (iii) adding a new clause (s) thereto as follows:

                  "(s) Liens on the assets of STC and its subsidiaries securing
                  the STC Loan and Liens in respect of the cash collateral
                  referred to in subsection 7.2(o)."

                  Section 11. Amendment to Subsection 7.4 (Limitation on
Fundamental Changes) of the Credit Agreement. Subsection 7.4 of the Credit
Agreement is hereby amended by: (i) deleting the "and" at the end of clause (b)
thereof, (ii) deleting the period at the end of clause (c) thereof and
substituting therefore the phrase "; and" and (iii) adding a new clause (d)
thereto as follows:

                  "(d) STC may be merged with and into the Borrower so long as
                  the Borrower is the continuing or surviving corporation and so
                  long as STC has no Indebtedness (other than Indebtedness
                  permitted under subsection 7.2(o))."

                  Section 12. Amendment to Subsection 7.5 (Limitation on Sale of
Assets) of the Credit Agreement. Subsection 7.5 of the Credit Agreement is
hereby amended by deleting the "and" at the end of clause (i) thereof, deleting
the period at the end of clause (j) thereof and substituting therefore a
semi-colon, and adding the following new clause (k) thereto: "(k) the SSG
Redemption."

                  Section 13. Amendment to Subsection 7.6 (Limitation on
Dividends) of the Credit Agreement. (a) Subsection 7.6(a) of the Credit
Agreement is hereby amended by deleting subsections 7.6(a)(vi) and (vii) in
their entireties and substituting in lieu thereof the following subsections:

                                      -10-

<PAGE>

         "(vi) at any time on or after March 1, 2003, the proceeds of which
         shall be applied by Holdings to make Holdings Interest Payments or the
         Sinking Fund Payment, provided that such Restricted Payments shall not
         exceed in any quarterly period the amounts due with respect to the
         Holdings Accrued Indebtedness for such quarter;

         (vii)  at any time, the proceeds of which will be used to make
         Permitted Redemptions; and

         (viii) the proceeds of which will be used to make the HM Fee Payment"

                  (b) Subsection 7.6(c) of the Credit Agreement is hereby
amended by adding the following language after the word "made" therein:

                  "which for the purposes of this Section 7.6 only shall include
         (i) the issuance by each of Holdings and Borrower of shares of their
         respective Capital Stock in connection with their respective receipt of
         proceeds of the IPO and (ii) the issuance by each of Holdings and
         Borrower of shares of their respective Capital Stock in connection with
         their respective receipt of the Capital Stock of STC following the
         Sunrise Merger."

                  Section 14. Amendment to Subsection 7.7(a) (Limitation on
Capital Expenditures) of the Credit Agreement. Subsection 7.7(a) of the Credit
Agreement is hereby amended by deleting the amount "$35,000,000" therein and
substituting in lieu thereof the amount "$40,000,000."

                  Section 15. Amendment to Subsection 7.8 (Limitation on
Investments, Loans and Advances) of the Credit Agreement. Subsection 7.8 of the
Credit Agreement is hereby amended by: (i) deleting the "and" at the end of
clause (n) thereof, (ii) deleting the period at the end of clause (o) thereof
and substituting therefore a semi-colon and (iii) adding the following new
clauses thereto:

                  "(p) so long as STC has no Indebtedness (other than
                  Indebtedness permitted under subsection 7.2(o)), (i) the STC
                  Loan in a principal amount not exceeding $141,000,000, the
                  terms and conditions of which are reasonably satisfactory to
                  the Administrative Agent and its counsel, and (ii) ownership
                  of the Capital Stock of STC; and

                  (q) Permitted Redemptions."

                  Section 16. Amendment to Subsection 7.9(a) (Limitation on
Optional Payments and Modifications of Debt Instruments) of the Credit
Agreement. Clause (a) of subsection 7.9 of the Credit Agreement is hereby
deleted and the following substituted therefor:

                  "(a) Make any optional payment or prepayment on or redemption
                  of or any payments in redemption, defeasance or repurchase of
                  (A) the Senior Subordinated Indebtedness (except pursuant to a
                  Permitted Redemption or a permanent refinancing of Senior
                  Subordinated Indebtedness), (B) the Holdings Discount
                  Indebtedness (except pursuant to a Permitted Redemption, the
                  Sinking Fund Payment or a permanent refinancing of Holdings
                  Discount Indebtedness) or (C)

                                      -11-

<PAGE>

                  the Senior Unsecured Indebtedness (except pursuant to a
                  Permitted Redemption or a permanent refinancing of the
                  Senior Unsecured Indebtedness), except in each case
                  mandatory payments of interest, fees and expenses required
                  by the terms of the agreement governing or instrument
                  evidencing such Indebtedness, but only to the extent
                  permitted under the subordination provisions, if any,
                  applicable thereto."

                  Section 17. Amendments to Subsection 7.10(b) (Limitations on
Transactions with Affiliates) of the Credit Agreement. Subsection 7.10(b) of the
Credit Agreement is hereby amended by: (i) deleting clause (ii) thereof and
substituting the following in lieu thereof the following: "the payment to Hicks,
Muse & Co. L.P. of fees and expenses pursuant to a monitoring and oversight
agreement and a financial advisory agreement approved by the board of directors
of Holdings, together with HM Fee Payment permitted by Subsection 7.6 with
respect to such agreements; and", (ii) deleting the period at the end of clause
(iii) thereof and substituting therefor the phrase "; and" and (iii) adding a
new clause (iv) thereto as follows: "(iv) the SSG Redemption.".

                  Section 18. Amendment to Subsection 7.13 (Limitation on
Negative Pledge Clauses) of the Credit Agreement. Subsection 7.13 of the Credit
Agreement is hereby amended by: (i) deleting the "and" at the end of clause (e)
thereof, (ii) deleting the period at the end of clause (f) thereof and
substituting therefore the phrase "; and" and (iii) adding the following new
clause thereto:

                  "(g) the documentation evidencing and securing the STC Loan,
                  so long as such documentation is reasonably satisfactory to
                  the Administrative Agent and its counsel and otherwise permits
                  the holder thereof to collaterally assign its right, title and
                  interest in such documentation to the Administrative Agent for
                  the ratable benefit of the Lenders."

                  Section 19. Amendment to Subsection 7.15 (Limitation on
Amendments to Constituent and Transaction Documents) of the Credit Agreement.
The reference in Subsection 7.15(b) of the Credit Agreement to "Equity Holdings
B" is hereby deleted and the phrase "LIN TV" substituted therefor.

                  Section 20. Amendment to Subsection 7.16 (Limitations on
Changes in Holding Company Status) of the Credit Agreement. Subsection 7.16 of
the Credit Agreement is hereby deleted and the following substituted therefor:

                  "7.16 Limitations on Changes in Holding Company Status. Permit
                  Holdings or LIN TV to engage in any activities or incur any
                  Indebtedness or Guarantee Obligations other than (a) in the
                  case of Holdings (i) owning the stock of the Borrower, (ii)
                  its activities incident to the performance of the Loan
                  Documents, including its guarantee thereunder, (iii)
                  transactions pursuant to or expressly contemplated by the
                  Transaction Documents or this Agreement, (iv) its unsecured
                  subordinated guarantee of any Senior Subordinated Indebtedness
                  in accordance with the terms of this Agreement, (v) any
                  Holdings Discount Indebtedness and

                                      -12-

<PAGE>

                  (vi) holding as an Investment the STC Loan and (b) in the
                  case of LIN TV (i) owning the stock of Holdings and STC,
                  (ii) consummating the IPO and the other transactions
                  contemplated by LIN TV's registration statement as filed
                  with the Securities and Exchange Commission (including,
                  without limitation, entering into a registration rights
                  agreement, making the HM Fee Payment, and the redemption of
                  the Sunrise Notes), (iii) making the STC Loan to STC as
                  provided for herein, (iv) consummating the Sunrise Merger
                  and (v) performance of its obligations pursuant to the Joint
                  Venture Loan Guarantee."

                  Section 21. Amendments to Section 8 (Events of Default) of the
Credit Agreement. Section 8 of the Credit Agreement is hereby amended as
follows:

                  (i) Clause (a) of such section is hereby deleted in its
                  entirety and the following substituted therefor: "The Borrower
                  shall fail to pay any principal of any Loan or Reimbursement
                  Obligation when due in accordance with the terms hereof; or
                  the Borrower shall fail to pay any interest on any Loan or
                  Reimbursement Obligation, or any other amount payable
                  hereunder or under any other Loan Document, within five days
                  after any such interest or other amount becomes due in
                  accordance with the terms hereof; or"

                  (ii) The reference in clause (o) of such section to "Equity
                  Holdings B" is hereby deleted and the phrase "LIN TV"
                  substituted therefor.

                  Section 22. Restatement of Schedule 7.8(l) to the Credit
Agreement. Schedule 7.8(l) to the Credit Agreement is hereby deleted and
Schedule 7.8(l) attached to this amendment is hereby substituted therefor.

                  Section 23. Addition of Exhibit K to the Credit Agreement. A
new Exhibit K, in the form attached to this Amendment, shall be added as Exhibit
K to the Credit Agreement.

                  Section 24. Conditions to Effectiveness. This Amendment shall
become effective, on and as of the date hereof (the "Second Amendment Effective
Date"), upon receipt by the Administrative Agent of (a) counterparts of this
Amendment, duly executed and delivered by each of Holdings, the Borrower and the
Required Lenders (which shall include the Majority Facility Lenders in respect
of the Revolving Credit Facility), (b) counterparts of the Acknowledgement and
Consent attached to this Amendment, duly executed and delivered by each
Subsidiary Guarantor, (c) for the benefit of each Lender executing this
Amendment on or before 12:00 p.m., New York City time, April 24, 2002, a fee
equal to 0.125% of the sum of its Revolving Credit Commitments on the Second
Amendment Effective Date, (d) the successful completion of the IPO with gross
proceeds to LIN TV of at least $250,000,000, (e) the prepayment in full of the
Term Loans and Revolving Credit Loans outstanding as of the Second Amendment
Effective Date and (f) the payment of fees and expenses of the Administrative
Agent including professional fees for which invoices have been submitted to the
Borrower.

                                      -13-

<PAGE>

                  Section 25. Authorization of Agent. The Lenders hereby
authorize the Administrative Agent to execute, deliver, file and perform such
documents, instruments and other actions as are necessary to effect the
arrangements contemplated by this Amendment.

                  Section 26. Representations and Warranties; No Defaults or
Events of Default. Each of Holdings and the Borrower represents and warrants to
the Administrative Agent and the Lenders that as of the date of this Amendment,
after giving effect to this Amendment, no Default or Event of Default has
occurred and is continuing, and the representations and warranties made by
Holdings and the Borrower in or pursuant to the Credit Agreement or any other
Loan Document are true and correct in all material respects on and as of the
date hereof as if made on such date (except for any representation and warranty
which is expressly made as of an earlier date, which representation and warranty
shall have been true and correct in all material respects on and as of such
earlier date).

                  Section 27. Continuing Effect of the Credit Agreement. This
Amendment shall not constitute an amendment or waiver of or consent to any
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent to any action on the part of
Holdings or the Borrower that would require an amendment, waiver or consent of
the Administrative Agent or the Lenders except as expressly stated herein.
Except as expressly amended hereby, the provisions of the Credit Agreement are
and shall remain in full force and effect in accordance with its terms.

                  Section 28. Counterparts. This Amendment may be executed by
one or more of the parties to this Amendment on any number of separate
counterparts (including counterparts delivered by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Any executed counterpart delivered by telecopy shall be effective as
an original for all purposes.

                  Section 29. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.



                                      -14-


<PAGE>

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

                                                     LIN HOLDINGS CORP.,


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


                                                     LIN TELEVISION CORPORATION,


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


                                                      JPMORGAN CHASE BANK,
                                                        individually and as
                                                        Administrative Agent,
                                                        Swingline Lender and
                                                        Issuing Lender,


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


<PAGE>



                                                 SIGNATURE PAGE TO SECOND
                                                 AMENDMENT DATED AS OF APRIL
                                                 24, 2002, TO THE AMENDED
                                                 AND RESTATED CREDIT
                                                 AGREEMENT DATED AS OF JUNE
                                                 29, 2001, AS AMENDED, AMONG
                                                 LIN HOLDINGS CORP., LIN
                                                 TELEVISION CORPORATION, THE
                                                 LENDERS PARTY THERETO,
                                                 JPMORGAN CHASE BANK (F/K/A
                                                 THE CHASE MANHATTAN BANK),
                                                 AS ADMINISTRATIVE AGENT,
                                                 SWINGLINE LENDER AND
                                                 ISSUING LENDER, THE BANK OF
                                                 NOVA SCOTIA AND BANK OF
                                                 AMERICA, N.A., AS
                                                 CO-DOCUMENTATION AGENTS AND
                                                 THE BANK OF NEW YORK AND
                                                 FLEET NATIONAL BANK, AS
                                                 CO-SYNDICATION AGENTS.

                                                 -------------------------------
                                                 Name of Financial Institution

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




<PAGE>
                                 Schedule 7.8(l)
                                       to
                                Second Amendment
                                       to
                      Amended and Restated Credit Agreement

$15,974,000 investment by LIN Television Corporation in Banks Broadcasting, Inc.




<PAGE>

                                                                               2

                           ACKNOWLEDGEMENT AND CONSENT

                  Each of the undersigned hereby acknowledges receipt of a copy
of and consents to the execution and delivery by Holdings and the Borrower of
the Second Amendment to which this acknowledgement and consent is attached (the
"Amendment"). Each of the undersigned further confirms and agrees that, after
giving effect to the Amendment, each Loan Document to which it is a party shall
continue in full force and effect in accordance with its terms.

                                            INDIANA BROADCASTING, LLC
                                            LIN AIRTIME, LLC
                                            PROVIDENCE BROADCASTING, LLC
                                            TELEVICENTRO OF PUERTO RICO, LLC
                                            WAVY BROADCASTING, LLC
                                            WOOD LICENSE CO., LLC
                                            WIVB BROADCASTING, LLC
                                            WWLP BROADCASTING, LLC

                                            By: LIN Television Corporation, its
                                                managing member


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

                                            AIRWAVES, INC.
                                            KXAN, INC.
                                            KXTX HOLDINGS, INC.
                                            LINBENCO, INC.
                                            LIN SPORTS, INC.
                                            LIN TELEVISION OF SAN JUAN, INC.
                                            LIN TELEVISION OF TEXAS, INC.
                                            PRIMELAND TELEVISION, INC.
                                            NORTH TEXAS BROADCASTING
                                               CORPORATION
                                            WNJX-TV, INC.
                                            WOOD TELEVISION, INC.
                                            WTNH BROADCASTING, INC.


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