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                                                                  EXHIBIT 10.12
                                                                      EXECUTION


                   AMENDED AND RESTATED BCC SECURITY AGREEMENT


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


                             PRELIMINARY STATEMENTS

        A. Benedek Broadcasting Corporation, a Delaware corporation ("COMPANY"),
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
Grantor, Company, the financial institutions listed therein as Lenders, and
Bankers, as Agent, which Amended Credit Agreement amends and restates that
certain Credit Agreement, dated as of June 6, 1996 (said Amended and Restated
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
("CIBC"), 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 things, convert and
continue certain credit facilities, including the Term Loans initially extended
as AXELs to Company pursuant to the Existing Credit Agreement.

        B. Company 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 Company,
and The Bank of New York, as trustee, pursuant to which Company has issued
$135,000,000 aggregate principal amount of 11-7/8% Senior Secured Notes due 2005
(the "EXISTING SENIOR NOTES").

        C. Company may heretofore have entered into and may from time to time
hereafter enter into one or more Interest Rate Agreements (collectively, the
"LENDER INTEREST RATE AGREEMENTS") with or one or more Lenders or Affiliates of
Lenders (in such capacity, collectively, "INTEREST RATE EXCHANGERS") in
accordance with the terms of the Amended Credit Agreement.











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        D. Grantor has executed and delivered that certain Guaranty, dated as of
December 17, 1997 (said Guaranty, as it may hereafter be amended, supplemented
or otherwise modified from time to time, being the "AMENDED BCC GUARANTY"), in
favor of Agent for the benefit of (i) Agent and Lenders, (ii) the holders of the
Existing Senior Notes and (iii) any Interest Rate Exchangers (each of Agent,
Lenders and Interest Rate Exchangers is hereinafter referred to as a "SECURED
PARTY" and collectively, as "SECURED PARTIES"), pursuant to which Grantor has
guarantied the prompt payment and performance when due of all obligations of
Company under the Amended Credit Agreement, the Notes and the other Loan
Documents, under the Existing Senior Note Indenture and the Existing Senior
Notes, and under the Lender Interest Rate Agreements (including without
limitation the obligation of Company to make payments thereunder in the event of
early termination thereof) and which amends that certain BCC Guaranty, executed
by Grantor, dated as of June 6, 1996 (the "EXISTING BCC GUARANTY") in favor of
CIBC, as agent of and representative for Beneficiaries (as defined in the
Existing BCC Guaranty).

        E. The obligations of Grantor under the Existing BCC Guaranty with
respect to Company's obligations under the Existing Credit Agreement, the Notes
(as defined in the Existing Credit Agreement) and other Loan Documents (as
defined in the Existing Credit Agreement) have been secured by security
interests granted pursuant to that certain BCC Security Agreement dated as of
June 6, 1996 (the "EXISTING BCC SECURITY AGREEMENT") in favor of CIBC, in its
capacity as agent for and representative of Secured Parties (as defined in the
Existing BCC Security Agreement).

        F. It is a condition precedent to the execution and delivery of the
Amended Credit Agreement by Lenders that Grantor secure its obligations under
the Amended BCC Guaranty with respect to Company's obligations under the Amended
Credit Agreement, the Notes and other Loan Documents and under the Lender
Interest Rate Agreements by executing and delivering this Agreement amending and
restating the Existing BCC Security Agreement in its entirety as provided
herein. It is specifically intended that this Agreement not secure Grantor's
obligations under the Guaranty with respect to Company's obligations under the
Existing Senior Notes or Existing Senior Note Indenture.

        G. Grantor desires to amend and restate the Existing BCC Security
Agreement in order to confirm the continuation of, and to assign and grant
security interests in all of the Collateral (as hereinafter defined) in favor of
Agent, on behalf of the Secured Parties, as security for Grantor's performance
of its obligations under the Amended BCC Guaranty with respect to the Company's
obligations under the Amended Credit Agreement, the Notes and the other Loan
Documents and under the Lender Interest Rate Agreements.

        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 to induce Interest Rate Exchangers to
enter into the Lender Interest Rate Agreements, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Grantor hereby agrees with Agent as follows:



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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 whether now or hereafter existing or in which Grantor now has or
hereafter acquires an interest and wherever the same may be located (the
"COLLATERAL"):

               (a) all equipment in all of its forms, all parts thereof and all
        accessions thereto (any and all such equipment, parts and accessions
        being the "EQUIPMENT");

               (b) all inventory 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 accounts, contract rights, chattel paper, documents,
        instruments, general intangibles and other rights and obligations of any
        kind and all rights in, to and under all security agreements, leases and
        other contracts securing or otherwise relating to any such accounts,
        contract rights, chattel paper, documents, instruments, general
        intangibles or other obligations (any and all such accounts, contract
        rights, chattel paper, documents, instruments, general intangibles and
        other obligations being the "ACCOUNTS", and any and all such security
        agreements, leases and other contracts being the "RELATED CONTRACTS");

               (d) all agreements and contracts to which Grantor is a party, as
        each such agreement may be amended, supplemented or otherwise modified
        from time to time (said agreements, as so amended, supplemented or
        otherwise modified, being referred to herein individually as an
        "ASSIGNED AGREEMENT" and collectively as the "ASSIGNED AGREEMENTS"),
        including without limitation (i) all rights of Grantor to receive moneys
        due or to become due under or pursuant to the Assigned Agreements, (ii)
        all rights of Grantor to receive proceeds of any insurance, indemnity,
        warranty or guaranty with respect to the Assigned Agreements, (iii) all
        claims of Grantor for damages arising out of any breach of or default
        under the Assigned Agreements, and (iv) all rights of Grantor to
        terminate, amend, supplement, modify or exercise rights or options under
        the Assigned Agreements, to perform thereunder and to compel performance
        and otherwise exercise all remedies thereunder;



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               (e) all deposit accounts of Grantor, including without
        limitation, the Collateral Account;

               (f) all trademarks, tradenames, tradesecrets, business names,
        patents, patent applications, licenses, copyrights, registrations and
        franchise rights, and all goodwill associated with any of the foregoing;

               (g) to the extent not included in any other paragraph of this
        Section 1, all other general intangibles (including without limitation
        tax refunds, rights to payment or performance, choses in action and
        judgments taken on any rights or claims included in the Collateral);

               (h) all plant fixtures, business fixtures and other fixtures and
        storage and office facilities, and all accessions thereto and products
        thereof;

               (i) 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

               (j) 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.

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


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 Guaranty
(and all extensions or renewals thereof) with respect to the obligations of



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Company under the Amended Credit Agreement, the Notes and the other Loan
Documents and under the Lender Interest Rate Agreements (it being understood
that the Grantor's obligation under the Amended Credit Agreement and the other
Loan Documents do not include any obligation with respect to excluding Grantor's
obligations under the Guaranty with respect to Company's obligations under the
Existing Senior Notes and the Existing Senior Note Indenture), whether for
principal, interest (including without limitation interest that, but for the
filing of a petition in bankruptcy with respect to Company, would accrue on such
obligations, whether or not a claim is allowed against Company for such interest
in the related bankruptcy proceeding), payments for early termination of Lender
Interest Rate Agreements, 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 Secured Party 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.  GRANTOR REMAINS LIABLE.

        Anything contained herein to the contrary notwithstanding, (a) Grantor
shall remain liable under any contracts and agreements included in the
Collateral, to the extent set forth therein, to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been
executed, (b) the exercise by Agent of any of its rights hereunder shall not
release Grantor from any of its duties or obligations under the contracts and
agreements included in the Collateral, and (c) Agent shall not have any
obligation or liability under any contracts and agreements included in the
Collateral by reason of this Agreement, nor shall Agent be obligated to perform
any of the obligations or duties of Grantor thereunder or to take any action to
collect or enforce any claim for payment assigned hereunder.


SECTION 4.  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 places specified in
        Schedule I annexed hereto.




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               (c) OFFICE LOCATIONS; OTHER NAMES. The chief place of business,
        the chief executive office and the office where Grantor keeps its
        records regarding the Accounts and all originals of all chattel paper
        that evidence Accounts is, and has been for the four month period
        preceding the date hereof, located at [Stewart Square, Suite 210, 308
        West State Street, Rockford, Illinois 61107]. 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).

               (d) DELIVERY OF CERTAIN COLLATERAL. All notes and other
        instruments (excluding checks) comprising any and all items of
        Collateral have been delivered to Agent duly endorsed and accompanied by
        duly executed instruments of transfer or assignment in blank.

               (e) PERFECTION. This Agreement, together with the filing of UCC
        financing statements describing the Collateral with the filing offices
        indicated on Schedule II annexed hereto, UCC-3 assignments to existing
        financing statements and UCC-3 amendments to existing financing
        statements, if any, 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 5.  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) at the request of Agent, mark
conspicuously each item of chattel paper included in the Accounts, each Related
Contract and, at the request of Agent, each of its records pertaining to the
Collateral, with a legend, in form and substance satisfactory to Agent,
indicating that such Collateral is subject to the security interest granted
hereby, (ii) at the request of Agent, deliver and pledge to Agent hereunder all
promissory notes and other instruments (including checks) and all original
counterparts of chattel paper constituting Collateral, duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to Agent, (iii) 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, (iv) upon request of Agent, promptly after the acquisition by Grantor of
any item of Equipment which is covered by a certificate of title under a statute
of any jurisdiction under the law of which indication of a security interest on
such certificate is required as a condition of perfection thereof, execute and
file with the registrar of motor vehicles or other appropriate authority in such



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jurisdiction an application or other document requesting the notation or other
indication of the security interest created hereunder on such certificate of
title, (v) within 30 days after the end of each calendar quarter, deliver to
Agent copies of all such applications or other documents filed during such
calendar quarter and all such certificates of title issued during such calendar
quarter and, if requested by Agent, indicating the security interest created
hereunder in the items of Equipment covered thereby, (vi) 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 (vii) 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 6.  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;

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

               (c) give Agent 30 days' prior written notice of any change in
        Grantor's chief place of business, chief executive office or residence
        or the office where Grantor keeps its records regarding the Accounts and
        all originals of all chattel paper that evidence Accounts;

               (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



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        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 7.     SPECIAL COVENANTS WITH RESPECT TO EQUIPMENT AND INVENTORY.

        Grantor shall:

               (a) keep the Equipment and Inventory at the places therefor
        specified on Schedule I annexed hereto 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 such Equipment and Inventory
        shall have been taken;

               (b) cause the Equipment to be maintained and preserved in the
        same condition, repair and working order as when new, ordinary wear and
        tear excepted, and in accordance with Grantor's past practices, and
        shall forthwith make or cause to be made all repairs, replacements and
        other improvements in connection therewith that are necessary or
        desirable to such end. Grantor shall promptly furnish to Agent a
        statement respecting any material loss or damage to any of the
        Equipment;

               (c) keep correct and accurate records of the Inventory, itemizing
        and describing the kind, type and quantity of Inventory, Grantor's cost
        therefor and (where applicable) the current list prices for the
        Inventory;

               (d) if any Inventory is in possession or control of any of
        Grantor's agents or processors and in any event upon the occurrence of
        an Event of Default (as defined in the Amended Credit Agreement) or the
        occurrence of an Early Termination Date (as defined in a Master
        Agreement or an Interest Rate Swap Agreement or Interest Rate and
        Currency Exchange Agreement in the form prepared by the International
        Swap and Derivatives Association Inc. or a similar event under any
        similar swap agreement) under any Lender Interest Rate Agreement (either
        such occurrence being an "EVENT OF DEFAULT" for purposes of this
        Agreement), instruct such agent or processor to hold all such Inventory
        for the account of Agent and subject to the instructions of Agent; and

               (e) promptly upon the issuance and delivery to Grantor of any
        Negotiable Document of Title, deliver such Negotiable Document of Title
        to Agent.





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SECTION 8.  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 9.  SPECIAL COVENANTS WITH RESPECT TO ACCOUNTS AND RELATED CONTRACTS.

        (a) Grantor shall keep its chief place of business and chief executive
office and the office where it keeps its records concerning the Accounts and
Related Contracts, and all originals of all chattel paper that evidence
Accounts, at the location therefor specified in Section 4 or, upon 30 days'
prior written notice to Agent, at such other location in a jurisdiction 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 such Accounts and Related Contracts shall
have been taken. Grantor will hold and preserve such records and chattel paper
and will permit representatives of Agent at any time during normal business
hours to inspect and make abstracts from such records and chattel paper, and
Grantor agrees to render to Agent, at Grantor's cost and expense, such clerical
and other assistance as may be reasonably requested with regard thereto.
Promptly upon the request of Agent, Grantor shall deliver to Agent complete and
correct copies of each Related Contract.

        (b) Grantor shall, for not less than 5 years from the date on which such
Account arose, maintain (i) complete records of each Account, including records
of all payments received, credits granted and merchandise returned, and (ii) all
documentation relating thereto.

        (c) Except as otherwise provided in this subsection (c), Grantor shall
continue to collect, at its own expense, all amounts due or to become due to
Grantor under the Accounts and Related Contracts. In connection with such
collections, Grantor may take such action as Grantor may deem necessary or
advisable to enforce collection of amounts due or to become due under the
Accounts; provided, however, that Agent shall have the right at any time, upon
the occurrence and during the continuation of an Event of Default or a Potential
Event of Default and upon written notice to Grantor of its intention to do so,
to notify the account debtors or obligors under any Accounts of the assignment
of such Accounts to Agent and to direct such account debtors or obligors to make
payment of all amounts due or to become due to Grantor thereunder directly to
Agent, to notify each Person maintaining a lockbox or similar arrangement to
which account debtors or obligors under any Accounts have been directed to make
payment to remit all amounts representing collections on checks and other
payment items from time to time sent to or deposited in such lockbox or other
arrangement directly to Agent and, upon such notification and at the expense of
Grantor, to enforce collection of any such Accounts and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as Grantor might have done. After receipt by Grantor of the notice from
Agent referred



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to in the proviso to the preceding sentence, (i) all amounts and proceeds
(including checks and other instruments) received by Grantor in respect of the
Accounts and the Related Contracts shall be received in trust for the benefit of
Agent hereunder, shall be segregated from other funds of Grantor and shall be
forthwith paid over or delivered to Agent in the same form as so received (with
any necessary endorsement) to be held as cash Collateral and applied as provided
by Section 15, and (ii) Grantor shall not adjust, settle or compromise the
amount or payment of any Account, or release wholly or partly any account debtor
or obligor thereof, or allow any credit or discount thereon.

SECTION 10.  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.


SECTION 11.  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 8;

               (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;



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               (e) to pay or discharge taxes or Liens (other than Liens
        permitted under this Agreement or the Amended Credit 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

               (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 12.  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
16(b).


SECTION 13.  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



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Collateral is accorded treatment substantially equal to that which Agent accords
its own property.

        (b) Neither Agent nor any Secured Party 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 Secured Party of any right or remedy under this
Agreement or (2) any other act of or failure to act by Agent or any Secured
Party, 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 Secured Party constituting gross negligence or willful misconduct.

        (c) NO CLAIM MAY BE MADE BY GRANTOR AGAINST AGENT, ANY SECURED PARTY 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 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 14.  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



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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 Secured Party may
be the purchaser of any or all of the Collateral at any such sale and Agent, as
agent for and representative of Secured Parties (but not any Secured Party or
Secured Parties 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 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 Secured Parties, 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 Secured Parties (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 Secured
Parties, 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 14(b), Agent is empowered to request the
appointment of a receiver from any court



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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 the 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
Secured Parties' realization of value for the Collateral, that there is no
adequate remedy at law for failure by Grantor to comply with the provisions of
this Section 14(b) and that such failure would not be adequately compensable in
damages, and therefore agrees that the agreements contained in this Section
14(b) may be specifically enforced.

        Notwithstanding anything to the contrary contained in this Agreement or
any other Loan Documents, none of Agent nor any Secured Party 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 15.  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.


SECTION 16.  INDEMNITY AND EXPENSES.

        (a) Grantor agrees to indemnify Agent and each Secured Party 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



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liabilities result from Agent's or such Secured Party'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 16 shall survive the
termination of this Agreement and the discharge of Grantor's other obligations
under this Agreement.


SECTION 17.  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)
existing under or arising out of or in connection with the Amended Credit
Agreement and the other Loan Documents and the cancellation or termination of
the Commitments, (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 in each case
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) and the
cancellation or termination of the Commitments, 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 18.  AGENT.

        (a) Agent has been appointed to act as Agent hereunder by Lenders under
the Amended Credit Agreement. The Interest Rate Exchangers, by their acceptance
of the benefits hereunder, hereby appoint Agent to act as Agent hereunder in
accordance with the provisions of Section 8 of the Amended Credit Agreement,
including without limitation the provisions of subsection 8.2 of the Amended
Credit Agreement, and the Interest Rate Exchangers further hereby agree to
indemnify Agent on a ratable basis in accordance with subsection 8.4 of the
Amended Credit Agreement. Agent shall be obligated, and shall have



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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,
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 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 19.  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. Agent may execute amendments and
waivers to this Agreement if directed to do so in writing by Requisite Lenders
or Supermajority Lenders as required in accordance with the terms of the Amended
Credit Agreement.


SECTION 20.  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



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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 of the Amended Credit
Agreement or such other address as shall be designated by such party in a
written notice delivered to the other party hereto.


SECTION 21.  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 22.  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.


SECTION 23.  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 24.  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.



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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 COMMUNICATIONS
                                              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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