<PAGE>

                                                                       EXECUTION

                        BENEDEK BROADCASTING CORPORATION
                       BENEDEK COMMUNICATIONS CORPORATION

             LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT

        This  LIMITED  WAIVER AND SECOND  AMENDMENT  TO CREDIT  AGREEMENT  (this
"WAIVER AND  AMENDMENT")  is dated as of February 28, 1997,  and entered into by
and among Benedek Broadcasting Corporation,  a Delaware corporation ("COMPANY"),
Benedek  Communications  Corporation,  a Delaware corporation  ("BCC"),  Goldman
Sachs Credit  Partners L.P. (as successor to Pearl Street L.P.;  "GSCP") and the
other financial  institutions  listed on the signature pages hereof ("LENDERS"),
and  Canadian  Imperial  Bank of  Commerce,  New York  Agency  ("CIBC-NYA"),  as
Administrative  Agent,  and for purposes of Section 11 hereof,  Benedek  License
Corporation,  a Delaware corporation ("LICENSE SUB"), and is made with reference
to that certain  Credit  Agreement  dated as of June 6, 1996, as amended by that
certain  Limited  Waiver and First  Amendment to Credit  Agreement,  dated as of
October 31, 1996 (the "CREDIT AGREEMENT"),  by and among Company,  BCC, Lenders,
GSCP,  as Arranging  Agent,  Goldman,  Sachs & Co., as  Syndication  Agent,  and
CIBC-NYA,  as Administrative Agent and Collateral Agent.  Capitalized terms used
herein without  definition  shall have the same meanings  herein as set forth in
the Credit Agreement.

                                    RECITALS

        WHEREAS, BCC and Company have requested Lenders to waive compliance with
certain financial  covenants in the Credit Agreement and Lenders desire to grant
such waiver; and

        WHEREAS,  BCC, Company and Lenders desire to amend certain provisions of
the Credit Agreement;

        NOW,  THEREFORE,  in  consideration  of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.  WAIVER

        Subject to the terms and  conditions set forth herein and in reliance on
the representations and warranties of BCC and Company herein contained,  Lenders
hereby waive compliance with certain  provisions of subsection 6.6 of the Credit
Agreement as follows:





<PAGE>

               (A) MINIMUM CASH INTEREST  COVERAGE  RATIO.  Lenders hereby waive
        compliance  with the  provisions of subsection  6.6A with respect to the
        Minimum Cash Interest  Ratio required for the four Fiscal Quarter period
        ended December 31, 1996;  provided that the Cash Interest Coverage Ratio
        for such four Fiscal Quarter period is not less than 1.62:1.00.

               (B) MAXIMUM LEVERAGE RATIO.  Lenders hereby waive compliance with
        the provisions of subsection  6.6C with respect to the Maximum  Leverage
        Ratio  permitted as of the last day of the Fiscal Quarter ended December
        31,  1996;  provided  that the  Leverage  Ratio  as of such  date is not
        greater than 7.70:1.00.

               (C) MAXIMUM  CREDIT  FACILITIES  LEVERAGE  RATIO.  Lenders hereby
        waive  compliance with the provisions of subsection 6.6D with respect to
        the Maximum Credit  Facilities  Leverage Ratio  permitted as of the last
        day of the Fiscal  Quarter  ended  December 31, 1996;  provided that the
        Credit  Facilities  Leverage  Ratio as of such date is not greater  than
        2.69:1.00.

               (D) MINIMUM  CONSOLIDATED  ADJUSTED EBITDA.  Lenders hereby waive
        compliance  with the  provisions of subsection  6.6F with respect to the
        Minimum Consolidated  Adjusted EBITDA required for the Fiscal Year 1996;
        provided that  Consolidated  Adjusted EBITDA for such Fiscal Year is not
        less than $46,500,000.

SECTION 2.  LIMITATION OF WAIVER

        Without  limiting the  generality of the provisions of subsection 9.6 of
the Credit  Agreement,  the waiver set forth above shall be limited precisely as
written  and relates  solely to the  noncompliance  by BCC and Company  with the
provisions of subsections  6.6A,  6.6C, 6.6D and 6.6F of the Credit Agreement in
the manner and to the extent  described  above,  and  nothing in this Waiver and
Amendment shall be deemed to:

               (A)  constitute  a waiver of  compliance  by BCC or Company  with
        respect  to (i)  subsection  6.6 of the  Credit  Agreement  in any other
        instance or (ii) any other term,  provision  or  condition of the Credit
        Agreement or any other instrument or agreement referred to therein; or

               (B)  prejudice  any right or remedy that Agents or any Lender may
        now have  (except  to the  extent  such  right or remedy  was based upon
        existing defaults that will not exist after giving effect to this Waiver
        and Amendment) or may have in the future under or in connection with the
        Credit  Agreement  or any other  instrument  or  agreement  referred  to
        therein.

        Except  as  expressly  set  forth  herein,  the  terms,  provisions  and
conditions of the Credit  Agreement and the other Loan Documents shall remain in
full  force and  effect  and in all  other  respects  are  hereby  ratified  and
confirmed.




                                       2




<PAGE>



SECTION 3.  AMENDMENTS TO CREDIT AGREEMENT

        3.1 AMENDMENTS TO SUBSECTION 1.1. Subsection 1.1 of the Credit Agreement
is hereby  amended by  deleting  the  definitions  of  "Applicable  Margin"  and
"Pricing Reduction" in their entirety and substituting the following therefor:

        " `APPLICABLE  MARGIN' means,  for each AXEL Series A, AXEL Series B and
        Revolving Loan, as of any date of determination,  a percentage per annum
        as set forth below less the Pricing Reduction, if any:

<TABLE>
<CAPTION>
==========================================================================================
       AXELS SERIES A                AXELS SERIES B                REVOLVING LOANS
------------------------------------------------------------------------------------------
  BASE RATE      EURODOLLAR     BASE RATE      EURODOLLAR     BASE RATE      EURODOLLAR
    LOANS        RATE LOANS       LOANS        RATE LOANS       LOANS        RATE LOANS
==========================================================================================
<S>              <C>            <C>            <C>            <C>            <C>
     2.75%           3.75%          3.25%          4.25%          2.75%          3.75%
==========================================================================================

</TABLE>

        Any change in the Applicable  Margin resulting from a Pricing  Reduction
        or any change in the Pricing Reduction shall become effective on the day
        following   delivery  of  the   relevant   Compliance   Certificate   to
        Administrative  Agent and Lenders and shall remain in effect through the
        next scheduled date for delivery of a Compliance Certificate.

               `PRICING  REDUCTION'  means (i) if at any time the Leverage Ratio
        as of the end of any Fiscal  Quarter is less than  6.75:1.00,  a pricing
        reduction equal to 0.75%;  and (ii) if at any time the Leverage Ratio as
        of the end of any Fiscal Quarter is equal to or less than  5.75:1.00,  a
        pricing  reduction  equal  to  1.00%.  The  Pricing  Reduction  shall be
        determined  by  reference  to the  Leverage  Ratio set forth in the most
        recent financial statements delivered by Company to Administrative Agent
        and  Lenders  pursuant  to  clauses  (ii) or  (iii)  of  subsection  5.1
        (accompanied by a Compliance  Certificate  delivered by Company pursuant
        to clause (iv) of subsection  5.1). It is understood and agreed that the
        Pricing  Reduction set forth in clause (i) and the Pricing Reduction set
        forth  in  clause   (ii)  of  this   definition   are  not   cumulative.
        Notwithstanding anything herein to the contrary, at any time an Event of
        Default shall have  occurred and be  continuing,  the Pricing  Reduction
        shall be zero."

        3.2  AMENDMENT TO  SUBSECTION  2.1.  Subsection  2.1A(iii) of the Credit
Agreement  is hereby  amended  by  deleting  the  second  sentence  thereof  and
substituting the following therefor:

               "The amount of each  Lender's  Revolving  Loan  Commitment is set
        forth opposite its name on Schedule 2.1 annexed hereto and the aggregate
        amount of the Revolving Loan  Commitments is $10,000,000;  provided that
        the  Revolving  Loan  Commitments  of Lenders  shall be adjusted to give
        effect to any assignments of the Revolving Loan Commitments  pursuant to
        subsection 9.1B; and provided,  further that the amount of the Revolving
        Loan Commitments shall be reduced from time to time by the amount of any
        reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii)."




                                       3






<PAGE>


        3.3 AMENDMENT TO SUBSECTION 2.4.  Subsection  2.4B(iii)(e) of the Credit
Agreement is hereby amended to read in its entirety as follows:

               "(e)  Prepayments  and Reductions from  Consolidated  Excess Cash
        Flow. In the event that there shall be Consolidated Excess Cash Flow for
        any  Fiscal  Year  (commencing  with  Fiscal  Year 1996,  provided  that
        Consolidated  Excess Cash Flow for Fiscal Year 1996 shall be  calculated
        with  respect to the last two Fiscal  Quarters  of 1996  only),  Company
        shall, no later than 100 days after the end of such Fiscal Year,  prepay
        the Loans and/or the Revolving  Loan  Commitments  shall be  permanently
        reduced in an aggregate  amount equal to (1) with respect to Fiscal Year
        1996, 50% of such Consolidated Excess Cash Flow, and (2) with respect to
        Fiscal  Year  1997  and  each  Fiscal  Year  thereafter,   75%  of  such
        Consolidated  Excess Cash Flow if the Leverage  Ratio as of the last day
        of such Fiscal Year is greater than 6.75:1 and 50% of such  Consolidated
        Excess Cash Flow if the Leverage Ratio as of the last day of such Fiscal
        Year is less than or equal to 6.75:1."

        3.4  AMENDMENT TO  SUBSECTION  6.1.  Subsection  6.1(viii) of the Credit
Agreement is hereby  amended by amending  clause  (c)(1)  thereof to read in its
entirety as follows:

               "(1) $5,000,000 at any time until the Leverage Ratio is less than
        or equal to 5.75:1,"

        3.5    AMENDMENTS TO SUBSECTION 6.6.

               (A) MINIMUM CASH INTEREST COVERAGE RATIO.  Subsection 6.6A of the
        Credit  Agreement  is hereby  amended by  deleting  the table  contained
        therein and substituting the following table therefor:



                                        4





<PAGE>


<TABLE>
<CAPTION>

"
==================================================================
                                              MINIMUM
                PERIOD                     CASH INTEREST
                                           COVERAGE RATIO
==================================================================
<S>                                           <C>
10/01/96 through 12/31/96                      1.90:1
------------------------------------------------------------------
01/01/97 through 03/31/98                      1.50:1
------------------------------------------------------------------
04/01/98 through 06/30/98                      1.75:1
------------------------------------------------------------------
07/01/98 through 09/30/98                      2.00:1
------------------------------------------------------------------
10/01/98 through 09/30/99                      2.15:1
------------------------------------------------------------------
10/01/99 through 09/30/2000                    2.40:1
------------------------------------------------------------------
10/01/2000 through 09/30/01                    2.80:1
------------------------------------------------------------------
Thereafter                                     2.00:1
==================================================================
                                                                               "

</TABLE>


               (B) MINIMUM FIXED CHARGE COVERAGE  RATIO.  Subsection 6.6B of the
        Credit Agreement is hereby to read in its entirety as follows:

                      "MINIMUM  FIXED  CHARGE  COVERAGE  RATIO.  BCC and Company
               shall  not  permit  the  Fixed  Charge  Coverage  Ratio (i) as of
               December 31, 1996 for the two  consecutive  Fiscal  Quarters then
               ended to be less than  1.15:1,  (ii) as of March 31, 1997 for the
               three Fiscal Quarter period then ended to be less than 1.10:1 and
               (iii) as of the last day of any Fiscal  Quarter ending during any
               of the  periods  set  forth  below  for the four  Fiscal  Quarter
               periods  then  ended  to  be  less  than  the  correlative  ratio
               indicated:

<TABLE>
<CAPTION>

"
====================================================================
            PERIOD                  MINIMUM FIXED CHARGE
                                       COVERAGE RATIO
====================================================================
<S>                                      <C>
04/01/97 through 06/30/97                1.05:1
--------------------------------------------------------------------
07/01/97 through 03/31/98                0.95:1
--------------------------------------------------------------------
04/01/98 through 06/30/98                1.00:1
--------------------------------------------------------------------
Thereafter                               1.15:1
====================================================================
                                                                               "

</TABLE>


                                        5





<PAGE>



               (C)  MAXIMUM  LEVERAGE  RATIO.  Subsection  6.6C  of  the  Credit
        Agreement is hereby amended by deleting the table contained  therein and
        substituting the following table therefor:

<TABLE>
<CAPTION>

"
==================================================================
                                                MAXIMUM
                PERIOD                       LEVERAGE RATIO
==================================================================
<S>                                          <C>
10/01/96 through 12/31/96                      6.75:1
------------------------------------------------------------------
01/01/97 through 12/31/97                      8.00:1
------------------------------------------------------------------
01/01/98 through 03/31/98                      7.60:1
------------------------------------------------------------------
04/01/98 through 06/30/98                      7.20:1
------------------------------------------------------------------
07/01/98 through 09/30/98                      6.50:1
------------------------------------------------------------------
10/01/98 through 09/30/2000                    5.75:1
------------------------------------------------------------------
10/01/2000 through 09/30/01                    5.00:1
------------------------------------------------------------------
Thereafter                                     4.75:1
==================================================================
                                                                               "

</TABLE>

               (D) MAXIMUM CREDIT FACILITIES LEVERAGE RATIO.  Subsection 6.6D of
        the Credit  Agreement is hereby amended by deleting the table  contained
        therein and substituting the following table therefor:

                                        6





<PAGE>


<TABLE>
<CAPTION>

"
==================================================================
                                           MAXIMUM CREDIT
                PERIOD                       FACILITIES
                                           LEVERAGE RATIO
==================================================================
<S>                                            <C>
07/01/96 through 12/31/96                      2.45:1
------------------------------------------------------------------
01/01/97 through 12/31/97                      2.75:1
------------------------------------------------------------------
01/01/98 through 03/31/98                      2.50:1
------------------------------------------------------------------
04/01/98 through 06/30/98                      2.20:1
------------------------------------------------------------------
10/01/98 through 09/30/99                      1.95:1
------------------------------------------------------------------
10/01/99 through 09/30/2000                    1.45:1
------------------------------------------------------------------
10/01/2000 through 09/30/01                    0.85:1
------------------------------------------------------------------
Thereafter                                     0.50:1
==================================================================

                                                                               "

</TABLE>

               (E) MINIMUM CONSOLIDATED ADJUSTED EBITDA.  Subsection 6.6F of the
        Credit  Agreement  is hereby  amended by  deleting  the table  contained
        therein and substituting the following table therefor:

<TABLE>
<CAPTION>

============================================================
                                     MINIMUM
       FISCAL                 CONSOLIDATED ADJUSTED
        YEAR                         EBITDA
============================================================
<S>                                   <C>
1996                                  $53,000,000
------------------------------------------------------------
1997                                  $45,000,000
------------------------------------------------------------
1998                                  $60,000,000
------------------------------------------------------------
1999 and each
year thereafter                       $62,000,000
============================================================

</TABLE>


SECTION 4.     CONDITIONS TO EFFECTIVENESS

        Notwithstanding  anything  to  the  contrary  herein,  this  Waiver  and
Amendment  shall become  effective only upon the  satisfaction  of the following
conditions precedent (the date of satisfaction of such conditions being referred
to herein as the "SECOND AMENDMENT EFFECTIVE DATE"):

                                        7






<PAGE>



               (A)  BCC,  Company  and  License  Sub  shall  have  delivered  to
        Administrative  Agent  sufficient  originally  executed  copies for each
        Lender and its  counsel of this  Waiver  and  Amendment;  Administrative
        Agent  and  Lenders  constituting  Requisite  Lenders  shall  each  have
        executed a  counterpart  of this Waiver and  Amendment;  and Company and
        Administrative   Agent  shall  have   received   written  or  telephonic
        notification of such execution by Requisite Lenders and authorization of
        delivery thereof; and

               (B)  Administrative  Agent shall have received from Company,  for
        distribution   to  each  Lender  that  has  executed  and   delivered  a
        counterpart  of this Waiver and  Amendment on or prior to 5:00 p.m. (New
        York City time) on February  28,  1997,  an  amendment  fee in an amount
        equal to 0.25% of the combined AXEL Exposure and Revolving Loan Exposure
        of such Lender.

SECTION 5.     REPRESENTATIONS AND WARRANTIES

        In order to induce  Lenders to enter into this Waiver and  Amendment and
to amend the Credit  Agreement in the manner  provided  herein,  each of BCC and
Company  hereby  represents and warrants that after giving effect to this Waiver
and Amendment:

               (A)  CORPORATE  POWER AND  AUTHORITY.  Each of BCC,  Company  and
        License Sub has all  requisite  corporate  power and  authority to enter
        into this  Waiver and  Amendment,  and each of BCC and  Company  has all
        requisite  corporate  power and authority to carry out the  transactions
        contemplated by, and perform its obligations under, the Credit Agreement
        as amended by this Waiver and Amendment.

               (B)  AUTHORIZATION  OF AGREEMENTS.  The execution and delivery of
        this Waiver and Amendment and the performance of the Credit Agreement as
        amended by this  Waiver  and  Amendment  (as so  amended,  the  "AMENDED
        AGREEMENT") have been duly authorized by all necessary  corporate action
        on the part of BCC, Company and License Sub.

               (C) NO CONFLICT.  The  execution  and delivery by each of BCC and
        Company of this Waiver and Amendment and the  performance  by Company of
        the Amended  Agreement do not and will not (i) violate any  provision of
        any  law or any  governmental  rule  or  regulation  applicable  to BCC,
        Company or any of their  respective  Subsidiaries,  the  Certificate  or
        Articles  of  Incorporation  or Bylaws of BCC or Company or any of their
        respective Subsidiaries or any order, judgment or decree of any court or
        other  agency or  government  binding  on BCC,  Company  or any of their
        respective  Subsidiaries,  (ii) conflict with,  result in a breach of or
        constitute  (with due  notice or lapse of time or both) a default  under
        any Contractual  Obligation of BCC,  Company or any of their  respective
        Subsidiaries,  (iii) result in or require the creation or  imposition of
        any Lien upon any of the properties or assets of BCC,  Company or any of
        their respective Subsidiaries (other than Liens created under any of the
        Loan  Documents in favor of Collateral  Agent on behalf of Lenders),  or
        (iv) require any approval of stockholders or


                                        8





<PAGE>



        any approval or consent of any Person under any  Contractual  Obligation
        of BCC, Company or any of their respective Subsidiaries.

               (D) GOVERNMENTAL  CONSENTS. The execution and delivery by each of
        BCC and Company of this Waiver and Amendment and the  performance by BCC
        and  Company of the  Amended  Agreement  do not and will not require any
        registration  with, consent or approval of or notice to, or other action
        to, with or by, any federal,  state or other  governmental  authority or
        regulatory body.

               (E) BINDING OBLIGATION. This Waiver and Amendment and the Amended
        Agreement  have  been duly  executed  and  delivered  by each of BCC and
        Company and are the legally  valid and  binding  obligations  of BCC and
        Company,  enforceable  against BCC and Company in accordance  with their
        respective  terms,  except as may be limited by  bankruptcy,  insolvency
        reorganization,  moratorium  or similar  laws  relating  to or  limiting
        creditors'  rights  generally  or by  equitable  principles  relating to
        enforceability.

               (F) INCORPORATION OF  REPRESENTATIONS  AND WARRANTIES FROM CREDIT
        AGREEMENT.  The representations and warranties contained in Section 4 of
        the Credit  Agreement are and will be true,  correct and complete in all
        material  respects on and as of the Second  Amendment  Effective Date to
        the same  extent as though  made on and as of that  date,  except to the
        extent such  representations  and warranties  specifically  relate to an
        earlier date, in which case they were true,  correct and complete in all
        material respects on and as of such earlier date.

               (G) ABSENCE OF DEFAULT.  No event has occurred and is  continuing
        that  would  constitute  an Event of  Default  or a  Potential  Event of
        Default.

               (H)  NO  CHANGE  TO   ORGANIZATIONAL   DOCUMENTS.   Neither   the
        Certificate  of  Incorporation  nor the Bylaws of BCC or of Company  has
        been amended, supplemented or otherwise modified since the Closing Date.

SECTION 6.     REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND
               THE OTHER LOAN DOCUMENTS.

        (A) On and after the Second Amendment  Effective Date, each reference in
the Credit Agreement to "this  Agreement",  "hereunder",  "hereof",  "herein" or
words of like import  referring to the Credit  Agreement,  and each reference in
the other Loan Documents to the "Credit Agreement",  "thereunder",  "thereof" or
words or like  import  referring  to the  Credit  Agreement  shall mean and be a
reference to the Amended Agreement.

        (B) Except as  specifically  amended by this Waiver and  Amendment,  the
Credit  Agreement  and the other Loan  Documents  shall remain in full force and
effect and are hereby ratified and confirmed.


                                        9





<PAGE>



        (C) The execution, delivery and performance of this Waiver and Amendment
shall not,  except as  expressly  provided  herein,  constitute  a waiver of any
provision  of, or operate as a waiver of any right,  power or remedy of Agent or
any Lender under, the Credit Agreement or any of the other Loan Documents.

SECTION 7.     FEES AND EXPENSES.

        Each of BCC and Company  acknowledges  that all costs, fees and expenses
as described in subsection  9.2 of the Credit  Agreement  incurred by Agents and
their  respective  counsel  with  respect to this Waiver and  Amendment  and the
documents and transactions  contemplated  hereby shall be for the account of BCC
and Company.

SECTION 8.     HEADINGS.

        Section  and  subsection  headings  in this  Waiver  and  Amendment  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this  Waiver  and  Amendment  for any  other  purpose  or be  given  any
substantive effect.

SECTION 9.     COUNTERPARTS

        This Waiver and Amendment may be executed in any number of  counterparts
and by different parties hereto in separate counterparts,  each of which when so
executed and delivered  shall be deemed an original,  but all such  counterparts
together shall constitute but one and the same  instrument;  signature pages may
be  detached  from  multiple  separate  counterparts  and  attached  to a single
counterpart  so that all  signature  pages are  physically  attached to the same
document.

SECTION 10.    GOVERNING LAW

        THIS WAIVER AND AMENDMENT AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES
HEREUNDER  SHALL  BE  GOVERNED  BY,  AND  SHALL BE  CONSTRUED  AND  ENFORCED  IN
ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING  WITHOUT
LIMITATION  SECTION  5-1401 OF THE GENERAL  OBLIGATIONS  LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

SECTION 11.    ACKNOWLEDGEMENT AND CONSENT BY CREDIT SUPPORT
               PARTIES

        BCC is a  party  to the  BCC  Pledge  Agreement  and  the  BCC  Security
Agreement  (collectively,  the "BCC COLLATERAL DOCUMENTS") and the BCC Guaranty,
in each case as


                                       10





<PAGE>



amended through the Second Amendment  Effective Date,  pursuant to which BCC has
(a)  guarantied  the  Obligations  and (b) created  Liens in favor of Collateral
Agent on certain  Collateral and pledged certain  Collateral to Collateral Agent
to secure the obligations of BCC under the BCC Guaranty.  License Sub is a party
to the License Sub Guaranty,  as amended through the Second Amendment  Effective
Date,  pursuant to which License Sub has  guarantied  the  Obligations.  BCC and
License Sub are collectively referred to herein as the "CREDIT SUPPORT PARTIES",
and the BCC Guaranty,  the BCC Collateral Documents and the License Sub Guaranty
are collectively referred to herein as the "CREDIT SUPPORT DOCUMENTS".

        Each Credit Support Party hereby  acknowledges  that it has reviewed the
terms and  provisions of the Credit  Agreement and this Waiver and Amendment and
consents to the  amendment  of the Credit  Agreement  effected  pursuant to this
Waiver and Amendment. Each Credit Support Party hereby confirms that each Credit
Support  Document to which it is a party or otherwise  bound and all  Collateral
encumbered  thereby will continue to guaranty or secure,  as the case may be, to
the fullest  extent  possible  the payment and  performance  of all  "Guarantied
Obligations" and "Secured Obligations", as the case may be (in each case as such
terms are defined in the applicable Credit Support Document),  including without
limitation the payment and performance of all such  "Guarantied  Obligations" or
"Secured  Obligations",  as the case may be, in  respect of the  Obligations  of
Company now or hereafter  existing under or in respect of the Amended  Agreement
and the Notes defined therein.

        Each Credit Support Party acknowledges and agrees that any of the Credit
Support  Documents to which it is a party or otherwise  bound shall  continue in
full force and effect and that all of its obligations  thereunder shall be valid
and  enforceable  and shall not be  impaired  or  limited  by the  execution  or
effectiveness of this Waiver and Amendment. Each Credit Support Party represents
and warrants that all  representations  and warranties  contained in the Amended
Agreement and the Credit  Support  Documents to which it is a party or otherwise
bound are true,  correct and complete in all material  respects on and as of the
Second  Amendment  Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.

        Each   Credit   Support   Party   acknowledges   and  agrees   that  (i)
notwithstanding  the  conditions to  effectiveness  set forth in this Waiver and
Amendment,  such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the  amendments to the Credit
Agreement effected pursuant to this Waiver and Amendment and (ii) nothing in the
Credit Agreement,  this Waiver and Amendment or any other Loan Document shall be
deemed to  require  the  consent  of such  Credit  Support  Party to any  future
amendments to the Credit Agreement.

                  [Remainder of page intentionally left blank]


                                       11





<PAGE>



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

                                LENDERS:

                                GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                as Arranging Agent and as a Lender



                                By:
                                     ___________________________________________
                                     Authorized Signatory

                                CANADIAN IMPERIAL BANK OF
                                COMMERCE, NEW YORK AGENCY,
                                as Administrative Agent

                                By:    CIBC Wood Gundy Securities Corp.,
                                       as agent



                                       By:
                                            ____________________________________
                                            Managing Director

                                CIBC INC.,
                                as a Lender

                                By:    CIBC Wood Gundy Securities Corp.,
                                       as agent



                                       By:
                                             ___________________________________
                                             Managing Director






                                       S-1





<PAGE>



                                BANQUE FRANCAISE DU COMMERCE
                                EXTERIEUR,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                DLJ CAPITAL FUNDING, INC.,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                MASSACHUSETTS MUTUAL LIFE
                                INSURANCE COMPANY,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                MERRILL LYNCH SENIOR FLOATING
                                RATE FUND, INC.,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:



                                       S-2






<PAGE>





                                METROPOLITAN LIFE INSURANCE
                                COMPANY,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:


                                THE NORTHWESTERN MUTUAL LIFE
                                INSURANCE COMPANY,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                PILGRIM AMERICA PRIME RATE
                                TRUST,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                PRIME INCOME TRUST,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:



                                       S-3






<PAGE>



                                RESTRUCTURED OBLIGATIONS
                                BACKED BY SENIOR ASSETS B.V.,
                                as a Lender

                                By:    Chancellor LGT Senior Secured Management,
                                       Inc., as Portfolio Advisor



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                SENIOR DEBT PORTFOLIO,
                                as a Lender

                                By:    Boston Management and Research
                                       as Investment Advisor




                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                STRATA FUNDING LTD.,
                                as a Lender



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                VAN KAMPEN AMERICAN CAPITAL
                                PRIME RATE INCOME TRUST,
                                as a Lender




                                By:
                                    ____________________________________________
                                    Name:
                                    Title:


                                       S-4



<PAGE>



                                BCC AND COMPANY:

                                BENEDEK BROADCASTING
                                CORPORATION



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                BENEDEK COMMUNICATIONS
                                CORPORATION



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:

                                BENEDEK LICENSE CORPORATION



                                By:
                                    ____________________________________________
                                    Name:
                                    Title:



                                       S-5