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                                                                   EXHIBIT 10.14
                                                                       EXECUTION

             AMENDED AND RESTATED ACQUIRED ASSETS SECURITY AGREEMENT

         THIS AMENDED AND RESTATED ACQUIRED ASSETS SECURITY AGREEMENT (this
"AGREEMENT") is dated as of December 17, 1997 and entered into by and between
BENEDEK BROADCASTING CORPORATION, a Delaware corporation ("GRANTOR"), and
BANKERS TRUST COMPANY ("BANKERS"), as agent for and representative of (in such
capacity herein called "AGENT") the Term Loan Lenders referred to below.

                             PRELIMINARY STATEMENTS

         A. Benedek Communications Corporation and Grantor have entered into an
Amended and Restated Credit Agreement dated as of December 17, 1997 (said
Amended and Restated Credit Agreement, as it may hereafter be amended,
supplemented or otherwise modified from time to time, being the "AMENDED CREDIT
AGREEMENT", the terms defined therein and not otherwise defined herein being
used herein as therein defined), by and among Benedek Communications
Corporation, Grantor, the financial institutions listed therein as Lenders, and
Bankers Trust Company, as Agent, which Amended Credit Agreement amends and
restates that certain Credit Agreement, dated as of June 6, 1996 (said Credit
Agreement, as heretofore amended, supplemented or otherwise modified, being the
"EXISTING CREDIT AGREEMENT"), with the financial institutions listed therein,
Pearl Street L.P., as Arranging Agent, Goldman, Sachs & Co., as Syndication
Agent, and Canadian Imperial Bank of Commerce, New York Agency, as
Administrative Agent and Collateral Agent, pursuant to which Lenders have made
certain commitments, subject to the terms and conditions set forth in the
Amended Credit Agreement, to, among other thing, convert and continue certain
credit facilities, including the Term Loans initially extended as AXELs to
Grantor pursuant to the Existing Credit Agreement.

         B. Grantor has entered into that certain Indenture, dated as of March
1, 1995 (said Indenture, as amended, supplemented or otherwise modified from
time to time, being the "EXISTING SENIOR NOTE INDENTURE"), with Benedek
Broadcasting Company, L.L.C., a Delaware limited liability company and
subsidiary of Grantor, and The Bank of New York, as trustee, pursuant to which
Grantor has issued $135,000,000 aggregate principal amount of 11-7/8% Senior
Secured Notes due 2005.

         C. The proceeds of the AXELs (as defined in the Existing Credit
Agreement) were used to fund the cash portion of the purchase price of the
Acquired Stations. Pursuant to the Amended Credit Agreement, the outstanding
AXELs (as defined int he Existing Credit Agreement) were converted to, and
continued as, Term Loans. Since the AXELs











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(as defined in the Existing Credit Agreement) constituted indebtedness issued to
finance the purchase of property and assets, Grantor was permitted pursuant to
the terms of the Existing Senior Note Indenture to grant the AXEL Lenders (as
defined in the Existing Credit Agreement) a first priority security interest in
the assets acquired.

         D. As a condition precedent to the Existing Credit Agreement, Grantor
executed and delivered that certain Acquired Assets Security Agreement dated as
of June 6, 1996 (the "EXISTING ACQUIRED ASSETS SECURITY AGREEMENT") in favor of
CIBC, in its capacity as collateral agent pursuant to the Existing Credit
Agreement.

         E. It is a condition precedent to the Lenders execution and delivery of
the Amended Credit Agreement and conversion of the AXELs (as defined in the
Existing Credit Agreement) into, and continuation of, the Term Loans that
Grantor shall have (i) granted the security interests contemplated by this
Agreement in favor of Agent for the benefit of Lenders holding outstanding Term
Loans (each of such Lenders being an "TERM LOAN LENDER" and collectively, the
"TERM LOAN LENDERS") and (ii) undertaken the obligations contemplated by this
Agreement. It is a further condition precedent to the conversion of the AXELs
(as defined in the Existing Credit Agreement) into, and continuation of, the
Term Loans Lenders execution and delivery of the Amended Credit Agreement that
Grantor shall have amended and restated the Existing Acquired Assets Security
Agreement to modify the provisions thereof as provided herein.

         F. Grantor desires to amend and restate the Existing Acquired Assets
Security Agreement in order to confirm the continuation of, and to grant
security interests in all of the Collateral (as hereinafter defined) in favor of
Agent, on behalf of Agent and Lenders, as security for Grantor's performance of
its obligations under the Credit Agreement and the other Loan Documents.

         NOW, THEREFORE, in consideration of the premises and in order to induce
Lenders to convert and continue the Loans initially made pursuant to the
Existing Credit Agreement and to make other extensions of credit in each case
under the Amended Credit Agreement and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Grantor hereby agrees with Agent as follows:

SECTION 1. GRANT OF SECURITY.

         Grantor hereby assigns to Agent, and hereby grants to Agent a security
interest in, all of Grantor's right, title and interest in and to the following,
in each case in which Grantor had an interest as of the consummation of the
Acquisitions and after giving effect thereto and wherever the same may be
located (the "COLLATERAL"):

                  (a) all equipment in all of its forms, all parts thereof and
         all accessions thereto held by or used in connection with the operation
         of, or relating to, the Ac-


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         quired Stations (any and all such equipment, parts and accessions being
         the "EQUIPMENT");

                  (b) all inventory held by, used in connection with the
         operation of, or relating to, the Acquired Stations in all of its forms
         (including, but not limited to, (i) all goods held by Grantor for sale
         or lease or to be furnished under contracts of service or so leased or
         furnished, (ii) all raw materials, work in process, finished goods, and
         materials used or consumed in the manufacture, packing, shipping,
         advertising, selling, leasing, furnishing or production of such
         inventory or otherwise used or consumed in Grantor's business, (iii)
         all goods in which Grantor had an interest in mass or a joint or other
         interest or right of any kind, and (iv) all goods which are returned to
         or repossessed by Grantor) and all accessions thereto and products
         thereof (all such inventory, accessions and products being the
         "INVENTORY") and all negotiable documents of title (including without
         limitation warehouse receipts, dock receipts and bills of lading)
         issued by any Person covering any Inventory (any such negotiable
         document of title being a "NEGOTIABLE DOCUMENT OF TITLE");

                  (c) all plant fixtures, business fixtures and other fixtures
         and storage and office facilities used in connection with the operation
         of, or relating to, the Acquired Stations and all accessions thereto
         and products thereof;

                  (d) all books, records, ledger cards, files, correspondence,
         computer programs, tapes, disks and related data processing software
         that at any time evidence or contain information relating to any of the
         Collateral or are otherwise necessary or helpful in the collection
         thereof or realization thereupon; and

                  (e) all proceeds, products, rents and profits of or from any
         and all of the foregoing Collateral and, to the extent not otherwise
         included, all payments under insurance (whether or not Agent is the
         loss payee thereof), or any indemnity, warranty or guaranty, payable by
         reason of loss or damage to or otherwise with respect to any of the
         foregoing Collateral. For purposes of this Agreement, the term
         "PROCEEDS" includes whatever is receivable or received when Collateral
         or proceeds are sold, exchanged, collected or otherwise disposed of,
         whether such disposition is voluntary or involuntary.

         For purposes of this Section 1, "ACQUIRED STATIONS" means each of the
television broadcast stations acquired by Grantor listed on Schedule I annexed
hereto.

         The foregoing assignment and grant of security interest confirms the
assignment and grant of a first priority interest in the Collateral granted
pursuant to the Existing Acquired Assets Security Agreement and continues in all
respects the assignment and grant in the Existing Acquired Assets Security
Agreement with respect to the Collateral without in any way causing an
interruption in the continuity from such original assignment and grant.


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SECTION 2. SECURITY FOR OBLIGATIONS.

         This Agreement secures, and the Collateral is collateral security for,
the prompt payment or performance in full when due, whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise
(including the payment of amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
'SS'362(a)), of all obligations and liabilities of every nature of Grantor now
or hereafter existing under or arising out of or in connection with the Term
Loans under the Amended Credit Agreement and the Term Loan Notes, and all
extensions or renewals thereof, whether for principal, interest (including
without limitation interest that, but for the filing of a petition in bankruptcy
with respect to Grantor, would accrue on such obligations), fees, expenses,
indemnities or otherwise, whether voluntary or involuntary, direct or indirect,
absolute or contingent, liquidated or unliquidated, whether or not jointly owed
with others, and whether or not from time to time decreased or extinguished and
later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from Agent or any Term Loan Lender
as a preference, fraudulent transfer or otherwise and all obligations of every
nature of Grantor now or hereafter existing under this Agreement (all such
obligations of Grantor being the "SECURED OBLIGATIONS").

SECTION 3. REPRESENTATIONS AND WARRANTIES.

         Grantor represents and warrants as follows:

                  (a) OWNERSHIP OF COLLATERAL. Except for the security interest
         created by this Agreement, Grantor owns, or with respect to Collateral
         acquired after the date hereof will own, the Collateral free and clear
         of any Lien except as permitted by the Amended Credit Agreement.

                  (b) LOCATION OF EQUIPMENT AND INVENTORY. All of the Equipment
         and Inventory is, as of the date hereof, located at the places
         specified in Schedule II annexed hereto.

                  (c) OFFICE LOCATIONS; OTHER NAMES. The chief place of
         business, the chief executive office and the office where Grantor keeps
         its records regarding the Collateral is, and has been for the
         four-month period preceding the date hereof, as set forth on Schedule
         III annexed hereto. Grantor has not in the past done, and does not now
         do, business under any other name (including any trade-name or
         fictitious business name) except as specified on Schedule III annexed
         hereto.


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                  (d) PERFECTION. This Agreement, together with the filing of
         UCC financing statements describing the Collateral with the filing
         offices indicated on Schedule IV annexed hereto, creates a valid,
         perfected and, except for Liens permitted pursuant to the Amended
         Credit Agreement, first priority security interest in all Collateral in
         which a security interest may be perfected by the filing of a financing
         statement, securing the payment of the Secured Obligations.

SECTION 4. FURTHER ASSURANCES.

         (a) Grantor agrees that from time to time, at the expense of Grantor,
Grantor will promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary or desirable, or that Agent
may request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral. Without limiting
the generality of the foregoing, Grantor will: (i) execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as Agent may
request, in order to perfect and preserve the security interests granted or
purported to be granted hereby, (ii) at any reasonable time, upon request by
Agent, exhibit the Collateral to and allow inspection of the Collateral by
Agent, or persons designated by Agent, and (iii) at Agent's request, appear in
and defend any action or proceeding that may affect Grantor's title to or
Agent's security interest in all or any part of the Collateral.

         (b) Grantor hereby authorizes Agent to file one or more financing or
continuation statements, and amendments thereto, relative to all or any part of
the Collateral without the signature of Grantor. Grantor agrees that a carbon,
photographic or other reproduction of this Agreement or of a financing statement
signed by Grantor shall be sufficient as a financing statement and may be filed
as a financing statement in any and all jurisdictions.

         (c) Grantor will furnish to Agent from time to time statements and
schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as Agent may reasonably request, all
in reasonable detail.

SECTION 5. CERTAIN COVENANTS OF GRANTOR.

         Grantor shall:

                  (a) not use or permit any Collateral to be used unlawfully or
         in violation of any provision of this Agreement or any applicable
         statute, regulation or ordinance or any policy of insurance covering
         the Collateral;


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                  (b) notify Agent of any change in Grantor's name, identity or
         corporate structure within 15 days of such change;

                  (c) keep its chief place of business, chief executive office
         or residence, the office where Grantor keeps its records regarding the
         Collateral and the places where Equipment and Inventory are kept at the
         locations therefor specified in Section 3 hereof, or upon 30 days'
         prior written notice to Agent, at such other places in jurisdictions
         where all action that may be necessary or desirable, or that Agent may
         request, in order to perfect and protect any security interest granted
         or purported to be granted hereby, or to enable Agent to exercise and
         enforce its rights and remedies hereunder, with respect to the
         Collateral shall have been taken;

                  (d) if Agent gives value to enable Grantor to acquire rights
         in or the use of any Collateral, use such value for such purposes; and

                  (e) pay promptly when due all property and other taxes,
         assessments and governmental charges or levies imposed upon, and all
         claims (including claims for labor, materials and supplies) against,
         the Collateral, except to the extent the validity thereof is being
         contested in good faith; provided that Grantor shall in any event pay
         such taxes, assessments, charges, levies or claims not later than five
         days prior to the date of any proposed sale under any judgement, writ
         or warrant of attachment entered or filed against Grantor or any of the
         Collateral as a result of the failure to make such payment.

SECTION 6. INSURANCE.

         Grantor shall, at its own expense, maintain insurance with respect to
the Equipment and Inventory in accordance with the terms of the Amended Credit
Agreement.

SECTION 7. TRANSFERS AND OTHER LIENS.

         Grantor shall not:

                  (a) sell, assign (by operation of law or otherwise) or
         otherwise dispose of any of the Collateral, except as permitted by the
         Amended Credit Agreement; or

                  (b) except for the security interest created by this
         Agreement, create or suffer to exist any Lien upon or with respect to
         any of the Collateral to secure the indebtedness or other obligations
         of any Person.


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SECTION 8. AGENT APPOINTED ATTORNEY-IN-FACT.

         Grantor hereby irrevocably appoints Agent as Grantor's
attorney-in-fact, with full authority in the place and stead of Grantor and in
the name of Grantor, Agent or otherwise, from time to time in Agent's discretion
to take any action and to execute any instrument that Agent may deem necessary
or advisable to accomplish the purposes of this Agreement, including without
limitation:

                  (a) to obtain and adjust insurance required to be maintained
         by Grantor or paid to Agent pursuant to Section 6;

                  (b) upon the occurrence and during the continuation of an
         Event of Default, to ask for, demand, collect, sue for, recover,
         compound, receive and give acquittance and receipts for moneys due and
         to become due under or in respect of any of the Collateral;

                  (c) upon the occurrence and during the continuation of an
         Event of Default, to receive, endorse and collect any drafts or other
         instruments, documents and chattel paper in connection with clauses (a)
         and (b) above;

                  (d) upon the occurrence and during the continuation of an
         Event of Default, to file any claims or take any action or institute
         any proceedings that Agent may deem necessary or desirable for the
         collection of any of the Collateral or otherwise to enforce the rights
         of Agent with respect to any of the Collateral;

                  (e) to pay or discharge taxes or Liens (other than Liens
         permitted under the Amended Credit Agreement or this Agreement) levied
         or placed upon or threatened against the Collateral, the legality or
         validity thereof and the amounts necessary to discharge the same to be
         determined by Agent in its sole discretion, any such payments made by
         Agent to become obligations of Grantor to Agent, due and payable
         immediately without demand;

                  (f) upon the occurrence and during the continuation of an
         Event of Default, to sign and endorse any invoices, freight or express
         bills, bills of lading, storage or warehouse receipts, drafts against
         debtors, assignments, verifications and notices in connection with
         Accounts and other documents relating to the Collateral;

                  (g) upon the occurrence and during the continuation of an
         Event of Default, to file, or cause to be filed, to the extent
         permitted by law, such applications for approval and to take all other
         and further actions required to obtain any approvals or consents from
         the FCC required for the exercise of any right or remedy hereunder; and


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                  (h) upon the occurrence and during the continuation of an
         Event of Default, generally to sell, transfer, pledge, make any
         agreement with respect to or otherwise deal with any of the Collateral
         as fully and completely as though Agent were the absolute owner thereof
         for all purposes, and to do, at Agent's option and Grantor's expense,
         at any time or from time to time, all acts and things that Agent deems
         necessary to protect, preserve or realize upon the Collateral and
         Agent's security interest therein in order to effect the intent of this
         Agreement, all as fully and effectively as Grantor might do.

SECTION 9. AGENT MAY PERFORM.

         If Grantor fails to perform any agreement contained herein, Agent may
itself perform, or cause performance of, such agreement, and the expenses of
Agent incurred in connection therewith shall be payable by Grantor under Section
12(b).

SECTION 10. STANDARD OF CARE.

         (a) The powers conferred on Agent hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the exercise of reasonable care in the custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, Agent shall have no duty as to any Collateral or as to the taking
of any necessary steps to preserve rights against prior parties or any other
rights pertaining to any Collateral. Agent shall be deemed to have exercised
reasonable care in the custody and preservation of Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which Agent
accords its own property.

         (b) Neither Agent nor any Term Loan Lender shall be liable to Grantor
(i) for any loss or damage sustained by it, or (ii) for any loss, damage,
depreciation or other diminution in the value of any of the Collateral that may
occur as a result of, in connection with or that is an any way related to (1)
any exercise by Agent or any Term Loan Lender of any right or remedy under this
Agreement or (2) any other act of or failure to act by Agent or any Term Loan
Lender, except to the extent that the same shall be determined by a final
judgment of a court of competent jurisdiction that is final and not subject to
review on appeal, to be the result of acts or omissions on the part of Agent or
such Term Loan Lender constituting gross negligence or willful misconduct.

         (c) NO CLAIM MAY BE MADE BY GRANTOR AGAINST AGENT, ANY TERM LOAN LENDER
OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR
AGENTS FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY
BREACH OR WRONGFUL CONDUCT (WHETHER THE CLAIM THEREFOR IS BASED ON CONTRACT,
TORT OR


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DUTY IMPOSED BY LAW) IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO
THE TRANSACTIONS CONTEMPLATED AND RELATIONSHIP ESTABLISHED BY THIS AGREEMENT, OR
ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND GRANTOR HEREBY
WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES,
WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS
FAVOR.

SECTION 11. REMEDIES.

         (a) If any Event of Default shall have occurred and be continuing,
Agent may exercise in respect of the Collateral, in addition to all other rights
and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party on default under the Uniform Commercial Code as
in effect in any relevant jurisdiction (the "CODE") (whether or not the Code
applies to the affected Collateral), and also may (i) require Grantor to, and
Grantor hereby agrees that it will at its expense and upon request of Agent
forthwith, assemble all or part of the Collateral as directed by Agent and make
it available to Agent at a place to be designated by Agent that is reasonably
convenient to both parties, (ii) enter onto the property where any Collateral is
located and take possession thereof with or without judicial process, (iii)
prior to the disposition of the Collateral, store, process, repair or
recondition the Collateral or otherwise prepare the Collateral for disposition
in any manner to the extent Agent deems appropriate, (iv) take possession of
Grantor's premises or place custodians in exclusive control thereof, remain on
such premises and use the same and any of Grantor's equipment for the purpose of
completing any work in process, taking any actions described in the preceding
clause (iii) and collecting any Secured Obligation, and (v) without notice
except as specified below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any of Agent's offices or elsewhere,
for cash, on credit or for future delivery, at such time or times and at such
price or prices and upon such other terms as Agent may deem commercially
reasonable. Agent or any Term Loan Lender may be the purchaser of any or all of
the Collateral at any such sale and Agent, as agent for and representative of
Term Loan Lenders (but not any Term Loan Lender or Term Loan Lenders in its or
their respective individual capacities unless Requisite Lenders shall otherwise
agree in writing), shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Secured
Obligations as a credit on account of the purchase price for any Collateral
payable by Agent at such sale. Each purchaser at any such sale shall hold the
property sold absolutely free from any claim or right on the part of Grantor,
and Grantor hereby waives (to the extent permitted by applicable law) all rights
of redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten days' notice to Grantor of the time and place of any public sale or
the time after which any private sale is to be made shall constitute


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reasonable notification. Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. Agent may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned. Grantor hereby waives any claims against
Agent arising by reason of the fact that the price at which any Collateral may
have been sold at such a private sale was less than the price which might have
been obtained at a public sale, even if Agent accepts the first offer received
and does not offer such Collateral to more than one offeree. If the proceeds of
any sale or other disposition of the Collateral are insufficient to pay all the
Secured Obligations (other than inchoate indemnification obligations with
respect to claims, losses or liabilities which have not yet arisen), Grantor
shall be liable for the deficiency and the fees of any attorneys employed by
Agent to collect such deficiency.

         (b) Notwithstanding anything to the contrary set forth herein, Agent,
on behalf of Term Loan Lenders, agrees that to the extent prior FCC approval is
required pursuant to the Communications Act for (i) the operation and
effectiveness of any grant, right or remedy hereunder or under the other Loan
Documents or (ii) taking any action that may be taken by Agent hereunder or
under the other Loan Documents, such grant, right, remedy or action will be
subject to such prior FCC approval having been obtained by or in favor of Agent,
on behalf of Term Loan Lenders (and Grantor will use its best efforts to obtain
any such approval as promptly as possible). Grantor agrees that, upon the
occurrence and during the continuation of an Event of Default and at Agent's
request, Grantor will, and will cause its Subsidiaries to, immediately file, or
cause to be filed, such applications for approval and shall take all other
further actions required by Agent to obtain such Governmental Authorizations as
are necessary to transfer ownership and control to Agent on behalf of Term Loan
Lenders, or their successors or assigns, of the FCC Licenses held by it or its
Subsidiaries, or its interest in any Person holding any such FCC License. To
enforce the provisions of this Section 11(b), Agent is empowered to request the
appointment of a receiver from any court of competent jurisdiction. Such
receiver shall be instructed to seek from the FCC an involuntary transfer of
control of any FCC License for the purpose of seeking a bona fide purchaser to
whom control will ultimately be transferred. Grantor hereby agrees to authorize,
and to cause each of its Subsidiaries to authorize, such an involuntary transfer
of control upon the request of the receiver so appointed, and, if Grantor shall
refuse to authorize or cause any of its Subsidiaries so to authorize the
transfer, its approval may be required by the court. Upon the occurrence and
during the continuation of an Event of Default, Grantor shall further use its
best efforts to assist in obtaining approval of the FCC, if required, for any
action or transactions contemplated by this Agreement or other Loan Documents,
including, without limitation, preparation, execution and filing with the FCC of
the assignor's or transferor's portion of any application or applications for
consent to the assignment of any FCC License or transfer of control necessary or
appropriate under FCC Regulations for approval of the transfer or assignment of
any portion of the Collateral, together with any FCC License or other
authorization. Grantor acknowledges that the assignment or transfer of FCC
Licenses is integral to the Term Loan Lenders' realization of value for the
Collateral, that there is no adequate remedy at law for failure by Grantor


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to comply with the provisions of this Section 11(b) and that such failure would
not be adequately compensable in damages, and therefore agrees that the
agreements contained in this Section 11(b) may be specifically enforced.

         Notwithstanding anything to the contrary contained in this Agreement or
any other Loan Document, none of Agent nor any Term Loan Lender shall, without
first obtaining the approval of the FCC, take any action pursuant to this
Agreement, the Amended Credit Agreement or any other Loan Document which would
constitute or result in any acquisition or transfer of ownership of Grantor or
its assets, assignment of any FCC License or any change of control of Grantor or
any other Person if such assignment, acquisition, transfer or change in control
would require, under existing law (including FCC Regulations), the prior
approval of the FCC.

SECTION 12. INDEMNITY AND EXPENSES.

         (a) Grantor agrees to indemnify Agent and each Term Loan Lender from
and against any and all claims, losses and liabilities in any way relating to,
growing out of or resulting from this Agreement and the transactions
contemplated hereby (including, without limitation, enforcement of this
Agreement), except to the extent such claims, losses or liabilities result from
Agent's or such Term Loan Lender's gross negligence or willful misconduct as
finally determined by a court of competent jurisdiction.

         (b) Grantor shall pay to Agent upon demand the amount of any and all
costs and expenses, including the reasonable fees and expenses of its counsel
and of any experts and agents, that Agent may incur in connection with (i) the
custody or preservation of, or the sale of, collection from, or other
realization upon, any of the Collateral, (ii) the exercise or enforcement of any
of the rights of Agent hereunder, or (iii) the failure by Grantor to perform or
observe any of the provisions hereof.

         (c) The obligations of Grantor under this Section 12 shall survive the
termination of this Agreement and the discharge of Grantor's other obligations
under this Agreement.

SECTION 13. APPLICATION OF PROCEEDS.

         Except as expressly provided elsewhere in this Agreement, all proceeds
received by Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral shall be applied as provided
in subsection 2.4D of the Amended Credit Agreement.


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SECTION 14. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

         This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the payment in
full of the Secured Obligations (other than inchoate indemnification obligations
with respect to claims, losses or liabilities which have not yet arisen), (b) be
binding upon Grantor, its successors and assigns, and (c) inure, together with
the rights and remedies of Agent hereunder, to the benefit of Agent and its
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), but subject to the provisions of subsection 9.1 of the
Amended Credit Agreement, any Lender may assign or otherwise transfer any Loans
held by it to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to Lenders herein or
otherwise. Upon the payment in full of all Secured Obligations (other than
inchoate indemnification obligations with respect to claims, losses or
liabilities which have not yet arisen), the security interest granted hereby
shall terminate and all rights to the Collateral shall revert to Grantor. Upon
any such termination Agent will, at Grantor's expense, execute and deliver to
Grantor such documents as Grantor shall reasonably request to evidence such
termination.

SECTION 15. AGENT.

         (a) Agent has been appointed to act as Agent hereunder by Term Loan
Lenders. Agent shall be obligated, and shall have the right hereunder, to make
demands, to give notices, to exercise or refrain from exercising any rights, and
to take or refrain from taking any action (including, without limitation, the
release or substitution of Collateral), solely in accordance with this Agreement
and the Amended Credit Agreement.

         (b) Agent shall at all times be the same Person that is Agent under the
Amended Credit Agreement. Written notice of resignation by Agent pursuant to
subsection 8.5 of the Amended Credit Agreement shall also constitute notice of
resignation as Agent under this Agreement; and appointment of a successor Agent
pursuant to subsection 8.5 of the Amended Credit Agreement shall also constitute
appointment of a successor Agent under this Agreement. Upon the acceptance of
any appointment as Agent under subsection 8.5 of the Amended Credit Agreement by
a successor Agent, that successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Agent under this Agreement, and the retiring or removed Agent under this
Agreement shall promptly (i) transfer to such successor Agent all sums,
securities and other items of Collateral held hereunder, together with all
records and other documents necessary or appropriate in connection with the
performance of the duties of the successor Agent under this Agreement, and (ii)
execute and deliver to such successor Agent such amendments to financing
statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Agent of the security interests
created hereunder, whereupon such retiring or removed Agent shall be discharged
from its duties and obligations under this Agreement. After any retiring or
removed Agent's


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resignation or removal hereunder as Agent, the provisions of this Agreement
shall inure to its benefit as to any actions taken or omitted to be taken by it
under this Agreement while it was Agent hereunder.

SECTION 16. AMENDMENTS; ETC.

         No amendment, modification, termination or waiver of any provision of
this Agreement, and no consent to any departure by Grantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by Agent
and, in the case of any such amendment or modification, by Grantor. Any such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given.

SECTION 17. NOTICES.

         Any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telexed or sent by
telefacsimile or United States mail or courier and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of
telefacsimile or telex (with received answerback), or three Business Days after
depositing it in the United States mail with postage prepaid and properly
addressed; provided that notices to Agent shall not be effective until received.
For purposes hereof the address of each party shall be as set forth under such
party's name on the signature pages hereof or such other address as shall be
designated by such party in a written notice delivered to the other party
hereto.

SECTION 18. SEVERABILITY.

         In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

SECTION 19. HEADINGS.

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


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SECTION 20. GOVERNING LAW; TERMS.

         THIS AGREEMENT 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, EXCEPT TO THE EXTENT THAT THE CODE PROVIDES
THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER,
IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein
or in the Amended Credit Agreement, terms used in Articles 8 and 9 of the
Uniform Commercial Code in the State of New York are used herein as therein
defined.

SECTION 21. COUNTERPARTS.

         This Agreement may be executed in one or more 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.

                  [Remainder of page intentionally left blank]


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         IN WITNESS WHEREOF, Grantor and Agent have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                               BENEDEK BROADCASTING
                                                CORPORATION

                                               By:
                                                  ------------------------------
                                                   Ronald L. Lindwall
                                                   Senior VP-Finance, CFO
                                                   Treasurer and Secretary

                                               Notice Address:

                                               100 Park Avenue
                                               Rockford, Illinois  61101
                                               Attention: A. Richard Benedek
                                               Telecopy:  (815) 987-5335

                                               with a copy to:

                                               Shack & Siegel, P.C.
                                               530 Fifth Avenue
                                               New York, New York  10036
                                               Attention: Paul S. Goodman, Esq.
                                               Telecopy:  (212) 730-1964


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<PAGE>




                                               BANKERS TRUST COMPANY,
                                               as Agent

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

                                               Notice Address:

                                               One Bankers Trust Plaza
                                               130 Liberty Plaza
                                               New York, New York  10006
                                               Attention: Gregory Shefrin
                                               Telecopy:  (212) 250-7218


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