<PAGE>

                                                                   EXHIBIT 10.8

                                                                      EXECUTION

                       AMENDED AND RESTATED CREDIT AGREEMENT

                            DATED AS OF DECEMBER 17, 1997

                                      AMONG

                        BENEDEK COMMUNICATIONS CORPORATION,

                         BENEDEK BROADCASTING CORPORATION,
                                 AS BORROWER,

                            THE LENDERS LISTED HEREIN,
                                    AS LENDERS,

                                        AND

                               BANKERS TRUST COMPANY,
                                     AS AGENT















<PAGE>



                            BENEDEK COMMUNICATIONS CORPORATION

                             BENEDEK BROADCASTING CORPORATION

                                   CREDIT AGREEMENT

                                   TABLE OF CONTENTS
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                                                                                                                   PAGE
<S>                                                                                                                 <C>
                                   SECTION 1.
                  DEFINITIONS................................................... ....................................2

                  1.1      Certain Defined Terms....................................................................  2
                  1.2      Accounting Terms; Utilization of GAAP for Purposes of Calculations
                           Under Agreement.......................................................................... 35
                  1.3      Other Definitional Provisions and Rules of Construction.................................. 35

                                                      SECTION 2.

                                                CONVERSION; AMOUNTS AND
                                     TERMS OF REVOLVING LOAN COMMITMENTS AND LOANS.................................. 36
                  2.1      Conversion of Existing AXELs to Term Loans; Amount and Terms of
                           Revolving Loan Commitments and Loans; the Register; Notes................................ 36
                  2.2      Interest on the Loans.................................................................... 41
                  2.3      Fees..................................................................................... 45
                  2.4      Repayments; Prepayments; Reductions in Revolving Loan Commitments;
                           General Provisions Regarding Payments; Application of Proceeds of
                           Collateral and Payments Under Guaranties................................................. 45
                  2.5      Use of Proceeds.......................................................................... 54
                  2.6      Special Provisions Governing Eurodollar Rate Loans....................................... 55
                  2.7      Increased Costs; Taxes; Capital Adequacy................................................. 57
                  2.8      Obligation of Lenders to Mitigate........................................................ 61

                                                      SECTION 3.

                                   CONDITIONS TO EFFECTIVENESS; CONDITIONS TO LOANS................................. 61
                  3.1      Conditions to Existing AXELs and initial Revolving Loans................................. 61
                  3.2      Conditions to Effectiveness of this Agreement, the Conversion of Existing
                           AXELs to Term Loans and the Making of Revolving Loans on the Restate-
                           ment Date................................................................................ 62
                  3.3      Conditions to Conversion of Existing AXELs to Term Loans; Conditions to
                           All Loans................................................................................ 67

                                                      SECTION 4.

                                            REPRESENTATIONS AND WARRANTIES.......................................... 68
                  4.1      Organization, Powers, Qualification, Good Standing, Business, Subsidiaries
                           and FCC and Station Matters.............................................................. 69
                  4.2      Authorization of Borrowing, etc.......................................................... 71
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<S>                                                                                                                  <C>
                  4.3      Financial Condition...................................................................... 72
                  4.4      No Material Adverse Change; No Restricted Junior Payments................................ 73
                  4.5      Title to Properties; Liens; Real Property................................................ 73
                  4.6      Litigation; Adverse Facts................................................................ 74
                  4.7      Payment of Taxes......................................................................... 74
                  4.8      Performance of Agreements; Materially Adverse Agreements; Material
                           Contracts................................................................................ 74
                  4.9      Governmental Regulation.................................................................. 75
                  4.10     Securities Activities.................................................................... 75
                  4.11     Employee Benefit Plans................................................................... 75
                  4.12     Certain Fees............................................................................. 76
                  4.13     Environmental Protection................................................................. 76
                  4.14     Employee Matters......................................................................... 77
                  4.15     Solvency................................................................................. 77
                  4.16     Matters Relating to Collateral........................................................... 77
                  4.17     Applicable Law........................................................................... 78
                  4.18     Disclosure............................................................................... 78

                                                      SECTION 5.

                                                 AFFIRMATIVE COVENANTS.............................................. 79

                  5.1      Financial Statements and Other Reports................................................... 79
                  5.2      Corporate Existence; Board of Directors; etc............................................. 84
                  5.3      Payment of Taxes and Claims; Tax Consolidation........................................... 84
                  5.4      Maintenance of Properties; Insurance; Application of Net Insur-
                           ance/Condemnation Proceeds............................................................... 85
                  5.5      Inspection Rights; Audits of Accounts Receivable; Lender Meeting......................... 86
                  5.6      Compliance with Laws, etc.; Maintenance of FCC Licenses; etc............................. 87
                  5.7      Environmental Review and Investigation, Disclosure, Etc.; Company's
                           Actions Regarding Hazardous Materials Activities, Environmental Claims
                           and Violations of Environmental Laws..................................................... 87
                  5.8      Matters Relating to Additional Real Property Collateral.................................. 89
                  5.9      Maintenance of Network Affiliations...................................................... 91
                  5.10     Ownership Reports........................................................................ 91
                  5.11     Determination of Borrowing Base.......................................................... 92
                  5.12     Future Capital Contributions; Cash and Cash Equivalents of BCC........................... 92
                  5.13     Lien Searches and UCC Termination Statements............................................. 92

                                                      SECTION 6.

                                             COMPANY'S NEGATIVE COVENANTS........................................... 93

                  6.1      Indebtedness............................................................................. 93
                  6.2      Liens and Related Matters................................................................ 94
                  6.3      Investments; Joint Ventures.............................................................. 95
                  6.4      Contingent Obligations................................................................... 97
                  6.5      Restricted Junior Payments............................................................... 97
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<S>                                                                                                                  <C>
                  6.6      Financial Covenants...................................................................... 98
                  6.7      Restriction on Fundamental Changes; Asset Sales and Acquisitions.........................100
                  6.8      Consolidated Capital Expenditures........................................................104
                  6.9      Sales and Lease-Backs....................................................................105
                  6.10     Sale or Discount of Receivables..........................................................105
                  6.11     Transactions with Shareholders and Affiliates............................................105
                  6.12     Disposal of Subsidiary Stock.............................................................105
                  6.13     Conduct of Business......................................................................106
                  6.14     Amendments or Waivers of Certain Related Agreements; Payments on
                           Existing Senior Notes; Designation of  "Designated Senior Debt ".........................106
                  6.15     Fiscal Year..............................................................................107
                  6.16     Limitation on Creation of Subsidiaries...................................................107

                                                      SECTION 7.

                                                   EVENTS OF DEFAULT................................................107

                  7.1      Failure to Make Payments When Due........................................................107
                  7.2      Default in Other Agreements..............................................................107
                  7.3      Breach of Certain Covenants..............................................................108
                  7.4      Breach of Warranty.......................................................................108
                  7.5      Other Defaults Under Loan Documents......................................................108
                  7.6      Involuntary Bankruptcy; Appointment of Receiver, etc.....................................108
                  7.7      Voluntary Bankruptcy; Appointment of Receiver, etc.......................................109
                  7.8      Judgments and Attachments................................................................109
                  7.9      Dissolution..............................................................................109
                  7.10     Employee Benefit Plans...................................................................109
                  7.11     Material Adverse Effect..................................................................109
                  7.12     Change in Executive Officers of Company..................................................110
                  7.13     Change in Control........................................................................110
                  7.14     FCC Licenses.............................................................................110
                  7.15     Invalidity of Guaranties; Failure of Security; Repudiation of Obligations................110
                  7.16     Subordinated Indebtedness................................................................111

                                                      SECTION 8.

                                                         AGENT......................................................112

                  8.1      Appointment..............................................................................112
                  8.2      Powers and Duties; General Immunity......................................................113
                  8.3      Representations and Warranties; No Responsibility For Appraisal of Credit-
                           worthiness...............................................................................114
                  8.4      Right to Indemnity.......................................................................115
                  8.5      Successor Agent..........................................................................115
                  8.6      Collateral Documents and Guaranties......................................................115
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                                                        (iii)














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<S>                                                                                                                  <C>

                                                      SECTION 9.

                                                     MISCELLANEOUS..................................................117

                  9.1      Assignments and Participations in Loans..................................................117
                  9.2      Expenses.................................................................................119
                  9.3      Indemnity................................................................................120
                  9.4      Set-Off; Security Interest in Deposit Accounts...........................................121
                  9.5      Ratable Sharing..........................................................................121
                  9.6      Amendments and Waivers...................................................................122
                  9.7      Independence of Covenants................................................................123
                  9.8      Notices..................................................................................123
                  9.9      Survival of Representations, Warranties and Agreements...................................123
                  9.10     Failure or Indulgence Not Waiver; Remedies Cumulative....................................124
                  9.11     Marshalling; Payments Set Aside..........................................................124
                  9.12     Severability.............................................................................124
                  9.13     Obligations Several; Independent Nature of Lenders' Rights...............................124
                  9.14     Headings.................................................................................125
                  9.15     Applicable Law...........................................................................125
                  9.16     Successors and Assigns...................................................................125
                  9.17     Consent to Jurisdiction and Service of Process...........................................125
                  9.18     Waiver of Jury Trial.....................................................................126
                  9.19     Confidentiality..........................................................................126
                  9.20     Maximum Amount...........................................................................127
                  9.21     Counterparts; Effectiveness..............................................................127

                  Signature pages                                                                                   S-1
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                                                        (iv)














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<S>                        <C>
                                    EXHIBITS
I           FORM OF NOTICE OF BORROWING
II          FORM OF NOTICE OF CONVERSION/CONTINUATION
III         FORM OF AMENDED AND RESTATED TRANCHE A NOTE
IV          FORM OF AMENDED AND RESTATED TRANCHE B NOTE
V           FORM OF AMENDED AND RESTATED REVOLVING NOTE
VI          FORM OF COMPLIANCE CERTIFICATE
VII         FORM OF BORROWING BASE CERTIFICATE
VIII        FORM OF OPINION OF SHACK & SIEGEL, P.C.
IX          FORM OF OPINION OF COVINGTON & BURLING
X           FORM OF OPINION OF O'MELVENY & MYERS LLP
XI          FORM OF ASSIGNMENT AGREEMENT
XII         FORM OF CERTIFICATE RE NON-BANK STATUS
XIII        FORM OF AMENDED AND RESTATED COLLATERAL ACCOUNT
             AGREEMENT
XIV         FORM OF AMENDED AND RESTATED COMPANY ACCOUNTS
             RECEIVABLE SECURITY AGREEMENT
XV          FORM OF AMENDED AND RESTATED COMPANY ACQUIRED ASSETS
            SECURITY AGREEMENT
XVI         FORM OF AMENDED AND RESTATED COMPANY TANGIBLE ASSETS
              SECURITY AGREEMENT
XVII        FORM OF AMENDED AND RESTATED BCC GUARANTY
XVIII       FORM OF AMENDED AND RESTATED LICENSE SUB GUARANTY
XIX         FORM OF AMENDED AND RESTATED BCC PLEDGE AGREEMENT
XX          FORM OF AMENDED AND RESTATED BCC SECURITY AGREEMENT
XXI         FORM OF MORTGAGE
XXII        FORM OF LANDLORD CONSENT AND ESTOPPEL
XXIII       FORM OF MASTER ASSIGNMENT AGREEMENT
XXIV        FORM OF COMPANY COLLATERAL ACCOUNT AGREEMENT
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                                                        (v)














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<S>     <C>
                SCHEDULES
1.1      ESTIMATED TAX AMOUNTS
2.1      LENDERS' COMMITMENTS AND PRO RATA SHARES
3.2F     ACQUISITION DATE MORTGAGED PROPERTIES
4.1A     LOAN PARTIES; SUBSIDIARIES OF COMPANY
4.1E     STATIONS AND FCC LICENSES
4.3      CERTAIN LIABILITIES
4.5      REAL PROPERTY
4.11     CERTAIN EMPLOYEE BENEFIT PLANS
4.13     ENVIRONMENTAL MATTERS
4.14     EMPLOYEE MATTERS
6.1      CERTAIN EXISTING INDEBTEDNESS
6.2      CERTAIN EXISTING LIENS
6.3      CERTAIN EXISTING INVESTMENTS
6.4      CERTAIN EXISTING CONTINGENT OBLIGATIONS
</TABLE>

                          (vi)




<PAGE>



                        BENEDEK BROADCASTING CORPORATION

                                CREDIT AGREEMENT

         This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of December 17,
1997, and entered into by and among BENEDEK COMMUNICATIONS CORPORATION, a
Delaware corporation ("BCC"), BENEDEK BROADCASTING CORPORATION, a Delaware
corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (each individually referred to herein as a "LENDER" and
collectively as "LENDERS"), and BANKERS TRUST COMPANY ("BTCo"), as agent for
Lenders (in such capacity, "AGENT").

                                 R E C I T A L S
         WHEREAS, on or before June 6, 1996, BCC (i) issued and sold (a) the
Seller Preferred Stock (this and other terms used in these recitals without
definition being used as defined in subsection 1.1) to GE Capital and Paul
Brissette, (b) the Exchangeable Preferred Stock, (c) the Warrants and (d) the
Senior Subordinated Notes and (ii) contributed the proceeds thereof to Company;

         WHEREAS, on June 6, 1996, (i) Company utilized the proceeds from the
Existing AXELs under the Existing Credit Agreement, together with the proceeds
of the Seller Preferred Stock, the Exchangeable Preferred Stock, the Warrants
and the Senior Subordinated Notes, to consummate the Acquisitions and (ii)
effected the Reorganization (as defined in the Existing Credit Agreement);

         WHEREAS, Company desires to amend and restate the Existing Credit
Agreement so as to (i) convert the Existing AXELs to Term Loans, (ii) to amend
certain provisions of the Existing Credit Agreement and (iii) to delete
provisions of the Existing Credit Agreement no longer necessary or useful after
giving effect to such amendment and restatement;

         WHEREAS, Company secured (i) all of the Obligations relating to the
Existing AXELs under the Existing Credit Agreement by granting to Collateral
Agent (as defined in the Existing Credit Agreement), on behalf of Lenders under
the Existing Credit Agreement holding outstanding Existing AXELs, a first
priority Lien on (a) all of the collateral under the Existing Company Pledge
Agreement, shared on an equal and ratable basis with the holders of the Existing
Senior Notes, and (b) all of the real property and tangible personal property
acquired in the Acquisitions, (ii) all of the Obligations under the Existing
Credit Agreement by granting to Collateral Agent, on behalf of Lenders under the
Existing Credit Agreement, a first priority Lien on all other real property and
tangible personal property of Company, shared on an equal and ratable basis with
the holders of the Existing Senior Notes, and (iii) all of the Obligations under
the Existing Credit Agreement (up to a maximum amount not to exceed the greater
of $5,000,000 and 75% of Accounts Receivable) by


                                        1














<PAGE>



granting to Collateral Agent, on behalf of Lenders under the Existing Credit
Agreement, a first priority Lien on substantially all of Company's accounts
receivable;

         WHEREAS, concurrently with the effectiveness of this Agreement, Company
desires to (i) affirm its grant of a first priority Lien under the Loan
Documents executed in connection with the Existing Credit Agreement to secure
the Obligations under this Agreement and (ii) acknowledge Collateral Agent's
assignment to Agent of the first priority Liens granted by Company;

         WHEREAS, License Sub (i) guaranteed all Obligations related to the
Existing AXELs under the Existing Credit Agreement and (ii) has agreed to affirm
its guarantee of all Obligations related to the Term Loans under this Agreement;

         WHEREAS, BCC (i) guaranteed all Obligations under the Existing Credit
Agreement, (ii) secured such guarantee by granting to Collateral Agent, (a) on
behalf of Lenders under the Existing Credit Agreement and the holders of the
Existing Senior Notes on an equal and ratable basis, a first priority pledge of
all of the outstanding capital stock of Company and (b) on behalf of Lenders
under the Existing Credit Agreement, a first priority pledge of all other assets
of BCC, (iii) has agreed to affirm (a) its guarantee of all Obligations under
this Agreement and (b) its grant of a first priority pledge under the Loan
Documents executed in connection with the Existing Credit Agreement to secure
such guarantee and (iv) acknowledges Collateral Agent's assignment to Agent of
the first priority Liens granted by BCC;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, BCC, Lenders and Agent agree
as follows:

                                   SECTION 1.
                                   DEFINITIONS

1.1      CERTAIN DEFINED TERMS.

         The following terms used in this Agreement shall have the following
meanings:

                  "ACCOUNTS RECEIVABLE" means any right to payment that is due
         within one year from any invoice date for goods sold or leased or for
         services rendered no matter how evidenced, including, but not limited
         to accounts receivable, contracts rights, notes, drafts, acceptances,
         and other forms of obligations and receivables, all as determined in
         conformity with GAAP.

                  "ACQUISITION DATE" means June 6, 1996.

                  "ACQUISITION DATE MORTGAGED PROPERTY" and "ACQUISITION DATE
         MORTGAGED PROPERTIES" have the respective meanings assigned such terms
         in subsection 3.2F.



                                        2














<PAGE>



                  "ACQUISITIONS" means, collectively, the Brissette Acquisition
         and the Stauffer  Acquisition.

                  "ADJUSTED EURODOLLAR RATE" means, for any Interest Rate
         Determination Date with respect to an Interest Period for a Eurodollar
         Rate Loan, the rate per annum obtained by dividing (i) the arithmetic
         average (rounded upward to the nearest 1/16 of one percent) of the
         offered quotations, if any, to first class banks in the interbank
         Eurodollar market by BTCo for U.S. dollar deposits of amounts in same
         day funds comparable to the respective principal amounts of the
         Eurodollar Rate Loans of BTCo for which the Adjusted Eurodollar Rate is
         then being determined (which principal amount shall be deemed to be
         $1,000,000 in the case of BTCo not making, converting to or continuing
         such a Eurodollar Rate Loan) with maturities comparable to such
         Interest Period as of approximately 10:00 A.M. (New York time) on such
         Interest Rate Determination Date by (ii) a percentage equal to 100%
         minus the stated maximum rate of all reserve requirements (including
         any marginal, emergency, supplemental, special or other reserves)
         applicable on such Interest Rate Determination Date to any member bank
         of the Federal Reserve System in respect of "Eurocurrency liabilities"
         as defined in Regulation D (or any successor category of liabilities
         under Regulation D).

                  "ADMINISTRATIVE AGENT" means Agent.

                  "AFFECTED LENDER" has the meaning assigned to that term in
         subsection 2.6C.

                  "AFFILIATE", as applied to any Person, means any other Person
         directly or indirectly controlling, controlled by, or under common
         control with, that Person. For the purposes of this definition,
         "control" (including, with correlative meanings, the terms
         "controlling", "controlled by" and "under common control with"), as
         applied to any Person, means the possession, directly or indirectly, of
         the power to direct or cause the direction of the management and
         policies of that Person, whether through the ownership of voting
         securities or by contract or otherwise.

                  "AGENT" has the meaning assigned to that term in the
         introduction to this Agreement and also means and includes any
         successor Agent appointed pursuant to subsection 8.5.

                  "AGREEMENT" means this Credit Agreement dated as of December
         17, 1997, as it may be amended, supplemented or otherwise modified from
         time to time.

                  "APPLICABLE MARGIN" means, for each Tranche A Term Loan and
         each Revolving Loan, as of any date of determination, a percentage per
         annum determined by reference to the Leverage Ratio on such date as set
         forth below:
                                       3












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==================================================================================================================
                                                             BASE                           EURODOLLAR
                    LEVEL                                 RATE LOANS                        RATE LOANS
==================================================================================================================
<S>                                                         <C>                          <C>
------------------------------------------------------------------------------------------------------------------
Leverage Ratio greater than or                               1.75%                             2.75%
equal to 5.50:1.00
------------------------------------------------------------------------------------------------------------------
Leverage Ratio greater than or                               1.50%                            2.50%
equal to 5.00:1.00 but less than
5.50:1.00
------------------------------------------------------------------------------------------------------------------
Leverage Ratio greater than or                               1.25%                            2.25%
equal to 4.50:1.00 but less than
5.00:1.00
------------------------------------------------------------------------------------------------------------------
Leverage Ratio greater than or                               1.00%                            2.00%
equal to 4.00:1.00 but less than
4.50:1.00
------------------------------------------------------------------------------------------------------------------
Leverage Ratio less than                                     0.75%                            1.75%
4.00:1.00
==================================================================================================================
</TABLE>


         The applicable Leverage Ratio (i) for the Restatement Date shall be
         determined by the pro forma Compliance Certificate delivered pursuant
         to subsection 3.2N on the Restatement Date and (ii) for any date after
         the Restatement Date shall be determined by the most recent Compliance
         Certificate delivered pursuant to subsection 5.1(iv) after the
         Restatement Date; provided that, without limiting any rights of Agent
         or Lenders with respect to any Event of Default or Potential Event of
         Default that may result therefrom, in the event Company does not
         deliver any Compliance Certificate required pursuant to subsection
         5.1(iv) by the date specified therefor, then the Applicable Margin
         shall automatically be adjusted to the highest rate set forth above
         during the period commencing on the date such Compliance Certificate
         was required to be delivered and ending on the actual date of delivery
         thereof."

                  "ASSET SALE" means the sale by BCC or any of its Subsidiaries
         to any Person other than BCC or any of its wholly owned Subsidiaries of
         (i) any of the stock of any of BCC's Subsidiaries, (ii) substantially
         all of the assets of any division or line of business of BCC or any of
         its Subsidiaries, or (iii) any other assets (whether tangible or
         intangible) of BCC or any of its Subsidiaries other than any such other
         assets to the extent that the aggregate fair market value of such
         assets sold in any single transaction or related series of transactions
         is equal to or less than $10,000.

                  "ASSIGNMENT AGREEMENT" means an Assignment Agreement in
         substantially the form of Exhibit XI annexed hereto.

                  "AUDITOR'S LETTER" means a letter, acknowledged and agreed to
         by Company and McGladrey & Pullen, LLP and delivered to Agent pursuant
         to subsection 3.2M.

                  "AXEL" or "AXELS" means, respectively, Term Loan or Term
          Loans.



                                                         4














<PAGE>



                  "AXEL COMMITMENT" and "AXEL COMMITMENTS" means, respectively,
         Term Loan and Term Loans.

                  "AXEL NOTES" means the Term Notes.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code
         entitled "Bankruptcy", as now and hereafter in effect, or any successor
         statute.

                  "BASE RATE" means, at any time, the higher of (i) the rate
         that BTCo announces from time to time as its "PRIME" lending rate" as
         in effect from time to time or (ii) the rate which is 1/2 of 1% in
         excess of the Federal Funds Effective Rate. The prime lending rate is a
         reference rate and does not necessarily represent the lowest or best
         rate actually charged to any customer, and BTCo or any other Lender may
         make commercial loans or other loans at rates of interest at, above or
         below such rate.

                  "BASE RATE LOANS" means Loans bearing interest at rates
         determined by reference to the Base Rate as provided in subsection
         2.2A.

                  "BCC" means Benedek Communications Corporation, a Delaware
         corporation.

                  "BCC GUARANTY" means the Amended and Restated BCC Guaranty
         executed and delivered by BCC on or before the Restatement Date,
         substantially in the form of Exhibit XVII annexed hereto, as such
         Amended and Restated BCC Guaranty may thereafter be amended,
         supplemented or otherwise modified from time to time.

                  "BCC PLEDGE AGREEMENT" means the Amended and Restated BCC
         Pledge Agreement executed and delivered by BCC on or before the
         Restatement Date, substantially in the form of Exhibit XIX annexed
         hereto, as such Amended and Restated BCC Pledge Agreement may
         thereafter be amended, supplemented or otherwise modified from time to
         time.

                  "BCC SECURITY AGREEMENT" means the Amended and Restated BCC
         Security Agreement executed and delivered by BCC on or before the
         Restatement Date, substantially in the form of Exhibit XX annexed
         hereto, as such Amended and Restated BCC Security Agreement may
         thereafter be amended, supplemented or otherwise modified from time to
         time.

                  "BENEDEK" means A. Richard Benedek.

                  "BORROWING BASE" means, as of any date of determination, an
         amount equal to 75% of the Dollar book value of all Accounts Receivable
         of Company minus the Dollar book value of any Accounts Receivable which
         have not been paid in full within 120 days of the invoice date thereof,
         as calculated pursuant to the most recent Borrowing Base Certificate
         delivered pursuant to subsection 5.11.


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<PAGE>



                  "BORROWING BASE CERTIFICATE" means a certificate substantially
         in the form of Exhibit VII annexed hereto delivered to Agent by Company
         pursuant to subsection 5.11.

                  "BRISSETTE" means Brissette Broadcasting Corporation, a
         Delaware corporation.

                  "BRISSETTE ACQUISITION" means the transactions contemplated by
         the Brissette Acquisition Agreement.

                  "BRISSETTE ACQUISITION AGREEMENT" means that certain Stock
         Purchase Agreement dated December 15, 1995, as amended by that certain
         letter agreement dated April 11, 1996 and by that certain letter
         agreement dated April 24, 1996, by and among GE Capital, Paul
         Brissette, Brissette and Company, in the form delivered to Lenders
         under the Existing Credit Agreement on the Acquisition Date and as such
         agreement may be amended from time to time thereafter to the extent
         permitted under subsection 6.14.

                  "BRISSETTE STATIONS" means, collectively, the following
         television broadcast stations: KAUZ-TV licensed to serve Wichita Falls,
         Texas; KOSA-TV licensed to serve Odessa, Texas; WHOI(TV) licensed to
         serve Peoria, Illinois; WILX-TV licensed to serve Onondaga, Michigan;
         WMTV(TV) licensed to serve Madison, Wisconsin; WSAW-TV licensed to
         serve Wausau, Wisconsin; WTRF-TV licensed to serve Wheeling, West
         Virginia; and WWLP(TV) licensed to serve Springfield, Massachusetts.

                  "BUSINESS DAY" means (i) for all purposes other than as
         covered by clause (ii) below, any day excluding Saturday, Sunday and
         any day which is a legal holiday under the laws of the State of New
         York or is a day on which banking institutions located in such state
         are authorized or required by law or other governmental action to
         close, and (ii) with respect to all notices, determinations, fundings
         and payments in connection with the Adjusted Eurodollar Rate or any
         Eurodollar Rate Loans, any day that is a Business Day described in
         clause (i) above and that is also a day for trading by and between
         banks in Dollar deposits in the interbank Eurodollar market.

                  "CAPITAL LEASE", as applied to any Person, means any lease of
         any property (whether real, personal or mixed) by that Person as lessee
         that, in conformity with GAAP, is accounted for as a capital lease on
         the balance sheet of that Person.

                  "CASH" means money, currency or a credit balance in a Deposit
         Account.

                  "CASH EQUIVALENTS" means, as at any date of determination, (i)
         marketable securities (a) issued or directly and unconditionally
         guaranteed as to interest and principal by the United States Government
         or (b) issued by any agency of the United States the obligations of
         which are backed by the full faith and credit of the United States, in
         each case maturing within one year after such date; (ii) marketable
         direct obligations issued by any state of the United States of America
         or any political subdivision of any such state or any public
         instrumentality thereof, in each case maturing within one year after
         such date and having, at the time of the acquisition thereof, the
         highest rating obtainable from either Standard &


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<PAGE>



         Poor's Ratings Group ("S&P") or Moody's Investors Service, Inc.
         ("MOODY'S"); (iii) commercial paper maturing no more than one year from
         the date of creation thereof and having, at the time of the acquisition
         thereof, a rating of at least A-1 from S&P or at least P-1 from
         Moody's; (iv) certificates of deposit or bankers' acceptances maturing
         within one year after such date and issued or accepted by any Lender or
         by any commercial bank organized under the laws of the United States of
         America or any state thereof or the District of Columbia that (a) is at
         least "adequately capitalized" (as defined in the regulations of its
         primary Federal banking regulator) and (b) has Tier 1 capital (as
         defined in such regulations) of not less than $100,000,000; and (v)
         shares of any money market mutual fund that (a) has at least 95% of its
         assets invested continuously in the types of investments referred to in
         clauses (i), (ii) and (iii) above, (b) has net assets of not less than
         $500,000,000, and (c) has the highest rating obtainable from either S&P
         or Moody's.

                  "CERTIFICATE RE NON-BANK STATUS" means a certificate
         substantially in the form of Exhibit XII annexed hereto delivered by a
         Lender to Agent pursuant to subsection 2.7B(iii).

                  "CIBC" means Canadian Imperial Bank of Commerce, New York
         Agency, in its capacity as collateral agent under the Existing Credit
         Agreement.

                  "COLLATERAL" means, collectively, all of the real, personal
         and mixed property (including capital stock) in which Liens are
         purported to be granted pursuant to the Collateral Documents as
         security for the Obligations.

                  "COLLATERAL ACCOUNT" has the meaning assigned to that term in
         the Collateral  Account Agreement.

                  "COLLATERAL ACCOUNT AGREEMENT" means the Amended and Restated
         Collateral Account Agreement executed and delivered by BCC and Agent on
         or before the Restatement Date, substantially in the form of Exhibit
         XIII annexed hereto, as such Collateral Account Agreement may hereafter
         be amended, supplemented or otherwise modified from time to time.

                  "COLLATERAL AGENT" means Agent.

                  "COLLATERAL DOCUMENTS" means the Existing Company Pledge
         Agreement, the BCC Pledge Agreement, the BCC Security Agreement, the
         Company Security Agreements, the Collateral Account Agreement, the
         Company Collateral Account Agreement, the Mortgages and all other
         instruments or documents delivered by any Loan Party pursuant to this
         Agreement or any of the other Loan Documents in order to grant to
         Agent, on behalf of Lenders, a Lien on any real, personal or mixed
         property of that Loan Party as security for the Obligations.

                  "COMMITMENTS" means the commitments of Lenders to make Loans
         as set forth in  subsection 2.1A.


                                        7














<PAGE>



                  "COMMUNICATIONS ACT" means the Communications Act of 1934, as
         amended (including, without limitation, the Telecommunications Act of
         1996), or any successor statute or statutes thereto, and all FCC
         Regulations, in each case as from time to time in effect.

                  "COMMUNICATIONS REGULATORY AUTHORITY" means the FCC and any
         future communications regulatory commission, agency, department, board
         or authority.

                  "COMPANY" has the meaning assigned to that term in the
         introduction to this Agreement.

                  "COMPANY ACCOUNTS RECEIVABLE SECURITY AGREEMENT" means the
         Amended and Restated Accounts Receivable Security Agreement executed
         and delivered by Company on or before the Restatement Date,
         substantially in the form of Exhibit XIV annexed hereto, as such
         Amended and Restated Accounts Receivable Security Agreement may
         thereafter be amended, supplemented or otherwise modified from time to
         time.

                  "COMPANY ACQUIRED ASSETS SECURITY AGREEMENT" means the Amended
         and Restated Acquired Assets Security Agreement executed and delivered
         by Company on or before the Restatement Date, substantially in the form
         of Exhibit XV annexed hereto, as such Amended and Restated Acquired
         Assets Security Agreement may thereafter be amended, supplemented or
         otherwise modified from time to time.

                  "COMPANY COLLATERAL ACCOUNT" has the meaning assigned the term
        "Collateral Account" in the Company Collateral Account Agreement.

                  "COMPANY COLLATERAL ACCOUNT AGREEMENT" means the Company
         Collateral Account Agreement executed and delivered by Company and
         Agent pursuant to Section 5.14 within 20 days of the Restatement Date,
         in form and substance satisfactory to the Agent, as such Company
         Collateral Account Agreement may thereafter be amended, supplemented or
         otherwise modified from time to time.

                  "COMPANY SECURITY AGREEMENTS" means the Company Accounts
         Receivable Security Agreement, the Company Acquired Assets Security
         Agreement and  the Company Tangible Assets Security Agreement.

                  "COMPANY TANGIBLE ASSETS SECURITY AGREEMENT" means the Amended
         and Restated Tangible Assets Security Agreement executed and delivered
         by Company on or before the Restatement Date, substantially in the form
         of Exhibit XVI annexed hereto, as such Amended and Restated Tangible
         Assets Security Agreement may thereafter be amended, supplemented or
         otherwise modified from time to time.

                  "COMPENSATION LIMIT" has the meaning assigned to that term in
         subsection 6.11.


                                        8














<PAGE>



                  "COMPLIANCE CERTIFICATE" means a certificate substantially in
         the form of Exhibit VI annexed hereto delivered to Agent and Lenders by
         Company pursuant to subsection 5.1(iv).

                  "CONFIDENTIAL INFORMATION MEMORANDUM" means that certain
         Confidential Information Memorandum and supplement thereto prepared by
         Agent relating to the Term Loans and Revolving Loans dated October
         1997.

                  "CONSOLIDATED ADJUSTED EBITDA" means, for any period, the sum
         of the amounts for such period of (i) Consolidated Net Income, (ii)
         Consolidated Interest Expense (to the extent deducted in calculating
         Consolidated Net Income), (iii) provisions for taxes based on income,
         (iv) total depreciation expense, (v) total amortization expense
         (including, without duplication, the amortization of Program
         Obligations), and (vi) other non-cash items reducing Consolidated Net
         Income less (a) Program Payments and (b) other non-cash items
         increasing Consolidated Net Income (but excluding barter and any
         recognition of non-cash income to the extent that such income is in
         respect of cash received in an earlier period), all of the foregoing as
         determined on a consolidated basis for BCC and its Subsidiaries in
         conformity with GAAP except to the extent the express provisions of
         this definition require a calculation other than in accordance with
         GAAP.

                  "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
         sum of (i) the aggregate of all expenditures (whether paid in cash or
         other consideration or accrued as a liability and including that
         portion of Capital Leases which is capitalized on the consolidated
         balance sheet of BCC and its Subsidiaries) by BCC and its Subsidiaries
         during that period that, in conformity with GAAP, are included in
         "additions to property, plant or equipment" or comparable items
         reflected in the consolidated statement of cash flows of BCC and its
         Subsidiaries plus (ii) to the extent not covered by clause (i) of this
         definition, the aggregate of all expenditures by BCC and its
         Subsidiaries during that period to acquire (by purchase or otherwise)
         the business, property or fixed assets of any Person, or the stock or
         other evidence of beneficial ownership of any Person that, as a result
         of such acquisition, becomes a Subsidiary of BCC; provided that
         Consolidated Capital Expenditures shall not include (a) expenditures
         made in connection with (1) any Investment permitted by subsection
         6.3(x), and (2) the replacement, substitution or restoration of assets
         (x) to the extent financed from insurance proceeds paid on account of
         the loss of or damage to the assets being replaced or restored or (y)
         with awards of compensation arising from the taking by eminent domain
         or condemnation of the assets being replaced or (b) for purposes of
         subsection 6.8 only, amounts which would otherwise constitute
         Consolidated Capital Expenditures hereunder as a result of (1)
         advertising time barter agreements to the extent that the fair market
         value of the advertising time bartered pursuant to such agreements does
         not exceed $500,000 in the aggregate in any Fiscal Year and (2) LMA
         Capital Expenditures and expenditures made in connection with Permitted
         Acquisitions.

                  "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
         Consolidated Interest Expense for such period excluding, however, any
         interest expense not payable in Cash (including amortization of
         discount and amortization of debt issuance costs).


                                        9














<PAGE>



                  "CONSOLIDATED CURRENT ASSETS" means, as at any date of
         determination, the total assets of BCC and its Subsidiaries on a
         consolidated basis which may properly be classified as current assets
         in conformity with GAAP, excluding Cash and Cash Equivalents.

                  "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
         determination, the total liabilities of BCC and its Subsidiaries on a
         consolidated basis which may properly be classified as current
         liabilities in conformity with GAAP other than the current portion of
         Funded Debt.

                  "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an
         amount (if positive) equal to (i) the sum, without duplication, of the
         amounts for such period of (a) Consolidated Adjusted EBITDA and (b) the
         Consolidated Working Capital Adjustment minus (ii) the sum, without
         duplication, of the amounts for such period of (a) voluntary and
         scheduled repayments of Consolidated Total Debt (excluding repayments
         of Revolving Loans except to the extent the Revolving Loan Commitments
         are permanently reduced in connection with such repayments), (b)
         Consolidated Capital Expenditures (net of any proceeds of any related
         financings with respect to such expenditures) to the extent permitted
         under this Agreement, (c) Consolidated Cash Interest Expense, and (d)
         the provision for current taxes based on income of BCC and its
         Subsidiaries and payable in cash with respect to such period.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, total
         interest expense (including that portion attributable to Capital Leases
         in accordance with GAAP and capitalized interest) of BCC and its
         Subsidiaries on a consolidated basis with respect to all outstanding
         Indebtedness of BCC and its Subsidiaries, including all commissions,
         discounts and other fees and charges owed with respect to letters of
         credit and bankers' acceptance financing and net costs under Interest
         Rate Agreements, but excluding, however, any amounts referred to in
         subsection 2.3B. payable to Agent and Lenders on or before the
         Restatement Date.

                  "CONSOLIDATED NET INCOME" means, for any period, the net
         income (or loss) of BCC and its Subsidiaries on a consolidated basis
         for such period taken as a single accounting period determined in
         conformity with GAAP; provided that there shall be excluded (i) the
         income (or loss) of any Person (other than a Subsidiary of BCC) in
         which any other Person (other than BCC or any of its Subsidiaries) has
         a joint interest, except to the extent of the amount of dividends or
         other distributions actually paid to BCC or any of its Subsidiaries by
         such Person during such period, (ii) the income (or loss) of any Person
         accrued prior to the date it becomes a Subsidiary of BCC or is merged
         into or consolidated with BCC or any of its Subsidiaries or that
         Person's assets are acquired by BCC or any of its Subsidiaries, (iii)
         the income of any Subsidiary of BCC to the extent that the declaration
         or payment of dividends or similar distributions by that Subsidiary of
         that income is not at the time permitted by operation of the terms of
         its charter or any agreement, instrument, judgment, decree, order,
         statute, rule or governmental regulation applicable to that Subsidiary,
         (iv) any after-tax gains or losses attributable to Asset Sales or
         returned surplus assets of any Pension Plan, and (v) (to the extent not
         included in clauses (i) through (iv) above) any net extraordinary gains
         or net non-cash extraordinary losses.


                                       10














<PAGE>




                  "CONSOLIDATED TOTAL DEBT" means, as at any date of
         determination, the aggregate stated balance sheet amount of all
         Indebtedness (other than Indebtedness with respect to Program
         Obligations) of Company and its Subsidiaries, determined on a
         consolidated basis in accordance with GAAP.

                  "CONSOLIDATED WORKING CAPITAL" means, as at any date of
         determination, the excess of Consolidated Current Assets over
         Consolidated Current Liabilities.

                  "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any
         period on a consolidated basis, the amount (which may be a negative
         number) by which Consolidated Working Capital as of the beginning of
         such period exceeds (or is less than) Consolidated Working Capital as
         of the end of such period.

                  "CONTINGENT OBLIGATION", as applied to any Person, means any
         direct or indirect liability, contingent or otherwise, of that Person
         (i) with respect to any Indebtedness, lease, dividend or other
         obligation of another if the primary purpose or intent thereof by the
         Person incurring the Contingent Obligation is to provide assurance to
         the obligee of such obligation of another that such obligation of
         another will be paid or discharged, or that any agreements relating
         thereto will be complied with, or that the holders of such obligation
         will be protected (in whole or in part) against loss in respect
         thereof, (ii) with respect to any letter of credit issued for the
         account of that Person or as to which that Person is otherwise liable
         for reimbursement of drawings, or (iii) under Hedge Agreements.
         Contingent Obligations shall include (a) the direct or indirect
         guaranty, endorsement (otherwise than for collection or deposit in the
         ordinary course of business), co-making, discounting with recourse or
         sale with recourse by such Person of the obligation of another, (b) the
         obligation to make take-or-pay or similar payments if required
         regardless of non-performance by any other party or parties to an
         agreement, and (c) any liability of such Person for the obligation of
         another through any agreement (contingent or otherwise) (1) to
         purchase, repurchase or otherwise acquire such obligation or any
         security therefor, or to provide funds for the payment or discharge of
         such obligation (whether in the form of loans, advances, stock
         purchases, capital contributions or otherwise) or (2) to maintain the
         solvency or any balance sheet item, level of income or financial
         condition of another if, in the case of any agreement described under
         subclauses (1) or (2) of this sentence, the primary purpose or intent
         thereof is as described in the preceding sentence. The amount of any
         Contingent Obligation shall be equal to the amount of the obligation so
         guaranteed or otherwise supported or, if less, the amount to which such
         Contingent Obligation is specifically limited.

                  "CONTRACTUAL OBLIGATION", as applied to any Person, means any
         provision of any Security issued by that Person or of any material
         indenture, mortgage, deed of trust, contract, undertaking, agreement or
         other instrument to which that Person is a party or by which it or any
         of its properties is bound or to which it or any of its properties is
         subject.

                  "CURRENCY AGREEMENT" means any foreign exchange contract,
         currency swap agreement, futures contract, option contract, synthetic
         cap or other similar agreement or arrangement to which BCC or any of
         its Subsidiaries is a party.


                                       11














<PAGE>




                  "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or
         like account with a bank, savings and loan association, credit union or
         like organization, other than an account evidenced by a negotiable
         certificate of deposit.

                  "DOLLARS" and the sign "$" mean the lawful money of the United
         States of America.

                  "ELIGIBLE ASSIGNEE" means (i)(a) a commercial bank organized
         under the laws of the United States or any state thereof; (b) a savings
         and loan association or savings bank organized under the laws of the
         United States or any state thereof; (c) a commercial bank organized
         under the laws of any other country or a political subdivision thereof;
         provided that (1) such bank is acting through a branch or agency
         located in the United States or (2) such bank is organized under the
         laws of a country that is a member of the Organization for Economic
         Cooperation and Development or a political subdivision of such country;
         and (d) any other entity which is an "accredited investor" (as defined
         in Regulation D under the Securities Act) which extends credit or buys
         loans as one of its businesses including insurance companies, mutual
         funds and lease financing companies; and (ii) any Lender, any Affiliate
         of any Lender and, with respect to any Lender that is an investment
         fund that invests in commercial loans, any other investment fund that
         invests in commercial loans and that is managed or advised by the same
         investment advisor as such Lender or by an Affiliate of such investment
         advisor; provided that no Affiliate of Company shall be an Eligible
         Assignee.

                  "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as
         defined in Section 3(3) of ERISA which is or was maintained or
         contributed to by BCC, any of its Subsidiaries or any of their
         respective ERISA Affiliates.

                  "EMPLOYMENT AGREEMENTS" means, collectively, (i) the
         Employment Agreement dated as of June 1, 1996 between Company and
         Benedek, (ii) the Employment Agreement dated as of June 1, 1996 between
         Company and K. James Yager, (iii) the Employment Agreement dated as of
         June 1, 1996 between Company and Terry Hurley and (iv) the Employment
         Agreement dated as of June 1, 1996 between Company and Ronald L.
         Lindwall, in each case providing for the exclusive employment of such
         Person by Company, in the form delivered to the Agent on or prior to
         the Restatement Date.

                  "ENVIRONMENTAL CLAIM" means any investigation, notice, notice
         of violation, claim, action, suit, proceeding, demand, abatement order
         or other order or directive (conditional or otherwise), by any
         governmental authority or any other Person, arising (i) pursuant to or
         in connection with any actual or alleged violation of any Environmental
         Law, (ii) in connection with any Hazardous Materials or any actual or
         alleged Hazardous Materials Activity, or (iii) in connection with any
         actual or alleged damage, injury, threat or harm to health, safety,
         natural resources or the environment.

                  "ENVIRONMENTAL LAWS" means any and all current or future
         statutes, ordinances, orders, rules, regulations, guidance documents,
         judgments, Governmental Authorizations, or any other requirements of
         governmental authorities relating to (i) environmental matters,

                                       12











<PAGE>



         including those relating to any Hazardous Materials Activity, (ii) the
         generation, use, storage, transportation or disposal of Hazardous
         Materials, or (iii) occupational safety and health, industrial hygiene,
         land use or the protection of human, plant or animal health or welfare,
         in any manner applicable to BCC or any of its Subsidiaries or any
         Facility, including the Comprehensive Environmental Response,
         Compensation, and Liability Act (42 U.S.C. 'SS' 9601 et seq.), the
         Hazardous Materials Transportation Act (49 U.S.C. 'SS' 1801 et seq.),
         the Resource Conservation and Recovery Act (42 U.S.C. 'SS' 6901 et
         seq.), the Federal Water Pollution Control Act (33 U.S.C. 'SS' 1251 et
         seq.), the Clean Air Act (42 U.S.C. 'SS' 7401 et seq.), the Toxic
         Substances Control Act (15 U.S.C. 'SS' 2601 et seq.), the Federal
         Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 'SS'136 et seq.),
         the Occupational Safety and Health Act (29 U.S.C. 'SS' 651 et seq.),
         the Oil Pollution Act (33 U.S.C. 'SS' 2701 et seq) and the Emergency
         Planning and Community Right-to-Know Act (42 U.S.C. 'SS' 11001 et
         seq.), each as amended or supplemented, any analogous present or future
         state or local statutes or laws, and any regulations promulgated
         pursuant to any of the foregoing.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and any successor thereto.

                  "ERISA AFFILIATE" means, as applied to any Person, (i) any
         corporation which is a member of a controlled group of corporations
         within the meaning of Section 414(b) of the Internal Revenue Code of
         which that Person is a member; (ii) any trade or business (whether or
         not incorporated) which is a member of a group of trades or businesses
         under common control within the meaning of Section 414(c) of the
         Internal Revenue Code of which that Person is a member; and (iii) any
         member of an affiliated service group within the meaning of Section
         414(m) or (o) of the Internal Revenue Code of which that Person, any
         corporation described in clause (i) above or any trade or business
         described in clause (ii) above is a member. Any former ERISA Affiliate
         of BCC or any of its Subsidiaries shall continue to be considered an
         ERISA Affiliate of BCC or such Subsidiary within the meaning of this
         definition with respect to the period such entity was an ERISA
         Affiliate of BCC or such Subsidiary and with respect to liabilities
         arising after such period for which BCC or such Subsidiary could be
         liable under the Internal Revenue Code or ERISA.

                  "ERISA EVENT" means (i) a "reportable event" within the
         meaning of Section 4043 of ERISA and the regulations issued thereunder
         with respect to any Pension Plan (excluding those for which the
         provision for 30-day notice to the PBGC has been waived by regulation);
         (ii) the failure to meet the minimum funding standard of Section 412 of
         the Internal Revenue Code with respect to any Pension Plan (whether or
         not waived in accordance with Section 412(d) of the Internal Revenue
         Code) or the failure to make by its due date a required installment
         under Section 412(m) of the Internal Revenue Code with respect to any
         Pension Plan or the failure to make any required contribution to a
         Multiemployer Plan; (iii) the provision by the administrator of any
         Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of
         intent to terminate such plan in a distress termination described in
         Section 4041(c) of ERISA; (iv) the withdrawal by BCC, any of its
         Subsidiaries or any of their respective ERISA Affiliates from any
         Pension Plan with two or more contributing sponsors or the termination
         of any such Pension Plan resulting in liability pursuant to Section
         4063


                                       13














<PAGE>


         or 4064 of ERISA; (v) the institution by the PBGC of proceedings
         to terminate any Pension Plan, or the occurrence of any event or
         condition which would be reasonably likely to constitute grounds under
         ERISA for the termination of, or the appointment of a trustee to
         administer, any Pension Plan; (vi) the imposition of liability on BCC,
         any of its Subsidiaries or any of their respective ERISA Affiliates
         pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
         application of Section 4212(c) of ERISA; (vii) the withdrawal of BCC,
         any of its Subsidiaries or any of their respective ERISA Affiliates in
         a complete or partial withdrawal (within the meaning of Sections 4203
         and 4205 of ERISA) from any Multiemployer Plan if there is any
         potential liability therefor, or the receipt by BCC, any of its
         Subsidiaries or any of their respective ERISA Affiliates of notice from
         any Multiemployer Plan that it is in  reorganization or insolvency
         pursuant to Section 4241 or 4245 of ERISA, or that it intends to
         terminate or has terminated under Section 4041A or 4042 of ERISA;
         (viii) the occurrence of an act or omission which would be reasonably
         likely to give rise to the imposition on BCC, any of its Subsidiaries
         or any of their respective ERISA Affiliates of fines, penalties,
         taxes or related charges under Chapter 43 of the Internal Revenue
         Code or under Section 409, Section 502(c), (i) or (l),
         or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix)
         the assertion of a material claim (other than routine claims for
         benefits) against any Employee Benefit Plan other than a Multiemployer
         Plan or the assets thereof, or against BCC, any of its Subsidiaries or
         any of their respective ERISA Affiliates in connection with any
         Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
         notice of the failure of any Pension Plan (or any other Employee
         Benefit Plan intended to be qualified under Section 401(a) of the
         Internal Revenue Code) to qualify under Section 401(a) of the Internal
         Revenue Code, or the failure of any trust forming part of any Pension
         Plan to qualify for exemption from taxation under Section 501(a) of the
         Internal Revenue Code; or (xi) the imposition of a Lien pursuant to
         Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant
         to ERISA with respect to any Pension Plan.

                  "EURODOLLAR RATE LOANS" means Loans bearing interest at rates
         determined by reference to the Adjusted Eurodollar Rate as provided in
         subsection 2.2A.

                  "EVENT OF DEFAULT" means each of the events set forth in
         Section 7.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
         amended from time to time, and any successor statute.

                  "EXCHANGE DEBENTURE INDENTURE" means the indenture pursuant to
         which the Exchange Debentures may be issued, as such indenture may be
         amended from time to time to the extent permitted under subsection
         6.14.

                  "EXCHANGE DEBENTURES" means the 15% Exchange Debentures due
         2007 of BCC issuable pursuant to the Exchange Debenture Indenture in
         exchange for the Exchangeable Preferred Stock.

                  "EXCHANGEABLE PREFERRED CERTIFICATE OF DESIGNATION" means the
         provisions of BCC's Certificate of Designation, Preferences and
         Relative, Participating, Optional and


                                       14














<PAGE>


         Other Special Rights of Preferred Stock and Qualifications, Limitations
         and Restrictions Thereof relating to the Exchangeable Preferred Stock,
         in the form delivered to Lenders under the Existing Credit Agreement
         on or before the Acquisition Date and as such provisions may be amended
         from time to time thereafter to the extent permitted under
         subsection 6.14.

                  "EXCHANGEABLE PREFERRED STOCK" means the 15% Exchangeable
         Redeemable Senior Preferred Stock due 2007 of BCC, par value $0.01 per
         share, with a liquidation preference of $100 per share and with the
         other terms set forth in the Exchangeable Preferred Certificate of
         Designation.

                  "EXISTING ADMINISTRATIVE AGENT" has the meaning assigned to
         the term "Administrative Agent" in the Existing Credit Agreement as in
         effect immediately prior to the Restatement Date.

                  "EXISTING AXEL" or "EXISTING AXELS" have the respective
         meanings assigned to the terms "AXEL" and "AXELs" in the Existing
         Credit Agreement as in effect immediately prior to the Restatement
         Date.

                  "EXISTING AXEL NOTES" has the meaning assigned the term "AXEL
         Notes" in the Existing Credit Agreement as in effect immediately prior
         to the Restatement Date.

                  "EXISTING AXEL SERIES A" and "EXISTING AXELS SERIES A" have
         the respective meanings assigned to the terms "AXEL Series A" and
         "AXELs Series A" in the Existing Credit Agreement as in effect
         immediately prior to the Restatement Date.

                  "EXISTING AXEL SERIES B" and "EXISTING AXELS SERIES B" have
         the respective meanings assigned to the terms "AXEL Series B" and
         "AXELs Series B" in the Existing Credit Agreement as in effect
         immediately prior to the Restatement Date.

                  "EXISTING COLLATERAL AGENT" has the meaning assigned to the
         term "Collateral Agent" in the Existing Credit Agreement as in effect
         immediately prior to the Restatement Date.

                  "EXISTING COMPANY PLEDGE AGREEMENT" means that certain Company
         Pledge and Security Agreement by and between Company and The Bank of
         New York, a New York banking corporation, as agent for and
         representative of the trustee under the Existing Senior Note Indenture,
         the holders of the Existing Senior Notes and the holders of Permitted
         Pari Passu Debt (as defined therein), dated as of March 10, 1995, as
         amended from time to time to the extent permitted under subsection
         6.14.

                  "EXISTING CREDIT AGREEMENT" means that certain Credit
         Agreement dated as of June 6, 1996 among BCC, Company, Pearl Street
         L.P., as Arranging Agent, Goldman, Sachs & Co., as Syndication Agent,
         the Lenders party thereto and Canadian Imperial Bank of Commerce, New
         York Agency, as Administrative Agent and as Collateral Agent, as


                                       15














<PAGE>



         amended by (i) that certain Limited Waiver and First Amendment to
         Credit Agreement dated as of

         October 31, 1996 and (ii) that certain Limited Waiver and Second
         Amendment dated as of February 28, 1997.

                  "EXISTING LENDER" means each Lender under the Existing Credit
         Agreement on the Restatement Date immediately prior to the consummation
         of the assignment and assumption transactions contemplated by the
         Master Assignment Agreement.

                  "EXISTING LOANS" means the loans outstanding under the
         Existing Credit Agreement on the Restatement Date and immediately prior
         to the consummation of the assignment and assumption transactions
         contemplated by the Master Assignment Agreement, including Existing
         AXELs Series A, Existing AXELs Series B and Revolving Loans.

                  "EXISTING SENIOR NOTE INDENTURE" means that certain Indenture
         by and among Company, as issuer, License Sub, as guarantor, and The
         Bank of New York, a New York banking corporation, as trustee, dated as
         of March 1, 1995, pursuant to which the Existing Senior Notes were
         issued, as amended from time to time to the extent permitted under
         subsection 6.14.

                  "EXISTING SENIOR NOTES" means Company's $135,000,000 in
         initial aggregate principal amount of 11-7/8% Senior Secured Notes due
         2005 issued pursuant to the Existing Senior Note Indenture.

                  "EXISTING TITLE POLICIES" has the meaning assigned that term
         in subsection 3.2F.

                  "FACILITIES" means any and all real property (including all
         buildings, fixtures or other improvements located thereon) now,
         hereafter or heretofore owned, leased, operated or used by BCC or any
         of its Subsidiaries or any of their respective predecessors or
         Affiliates.

                  "FCC" means the Federal Communications Commission and any
         successor or substitute governmental commission, agency, department,
         board or authority performing functions similar to those performed by
         the Federal Communications Commission on the date hereof.

                  "FCC CONSENTS" means, with respect to any television broadcast
         station acquired by Company after the Restatement Date, the initial
         written action or actions of the FCC approving the transfer or
         assignment of the FCC Licenses used in connection with the ownership
         and operation of such station from the holder thereof immediately prior
         to giving effect to such acquisition to License Sub, in form and in
         substance reasonably satisfactory to Agent and Requisite Lenders.

                  "FCC LICENSES" means all licenses, authorizations, waivers and
         permits required under the Communications Act or from any
         Communications Regulatory Authority.



                                       16














<PAGE>


                  "FCC REGULATIONS" means all rules, regulations, written
         policies, orders and decisions of the FCC under the Communications Act.

                  "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a
         fluctuating interest rate equal for each day during such period to the
         weighted average of the rates on overnight Federal funds transactions
         with members of the Federal Reserve System arranged by Federal funds
         brokers, as published for such day (or, if such day is not a Business
         Day, for the next preceding Business Day) by the Federal Reserve Bank
         of New York, or, if such rate is not so published for any day which is
         a Business Day, the average of the quotations for such day on such
         transactions received by Agent from three Federal funds brokers of
         recognized standing selected by Agent.

                  "FINANCIAL PLAN" has the meaning assigned to that term in
         subsection 5.1(xiv).

                  "FINAL ORDER" means a written order, consent or other action
         of the FCC (i) which shall not have been reversed, stayed, enjoined,
         set aside, annulled or suspended and (ii) in respect of which either
         (a) the time for filing a request for administrative or judicial
         relief, or for instituting administrative review thereof sua sponte,
         shall have expired without any such filing having been made or notice
         of such review having been issued, or (b) any filing of a request for
         administrative or judicial relief, or administrative review thereof sua
         sponte, shall have been disposed of favorably with respect to
         confirmation of such order or action or the grant of such consent and
         the time for seeking further relief with respect thereto shall have
         expired without any request for such further relief having been filed.

                  "FIRST PRIORITY" means, with respect to any Lien purported to
         be created in any Collateral pursuant to any Collateral Document, that
         (i) such Lien has priority over any other Lien on such Collateral
         (other than Liens permitted pursuant to subsection 6.2A(iii)) and (ii)
         such Lien is the only Lien (other than Liens permitted pursuant to
         subsection 6.2) to which such Collateral is subject.

                  "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

                  "FISCAL YEAR" means the fiscal year of BCC and its
         Subsidiaries ending on December 31 of each calendar year.

                  "FLOOD HAZARD PROPERTY" means a Mortgaged Property located in
         an area designated by the Federal Emergency Management Agency as having
         special flood or mud slide hazards.

                  "FUNDED DEBT", as applied to any Person, means all
         Indebtedness of that Person which by its terms or by the terms of any
         instrument or agreement relating thereto matures more than one year
         from, or is directly renewable or extendable at the option of that
         Person to a date more than one year from (including an option of that
         Person under a revolving credit or similar agreement obligating the
         lender or lenders to extend credit over a period of one year or more
         from), the date of the creation thereof.



                                       17














<PAGE>


                  "FUNDING AND PAYMENT OFFICE" means (i) the office of Agent
         located at One Bankers Trust Plaza, 130 Liberty Street, New York, New
         York 10006 or (ii) such other office of Agent as may from time to time
         hereafter be designated as such in a written notice delivered by Agent
         to Company and each Lender.

                  "FUNDING DATE" means the date of the funding of a Loan.

                  "GAAP" means, subject to the limitations on the application
         thereof set forth in subsection 1.2, generally accepted accounting
         principles set forth in opinions and pronouncements of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants and statements and pronouncements of the Financial
         Accounting Standards Board or in such other statements by such other
         entity as may be approved by a significant segment of the accounting
         profession, in each case as the same are applicable to the
         circumstances as of the date of determination.

                  "GE CAPITAL" means General Electric Capital Corporation, a
         New York corporation.

                  "GOVERNMENTAL AUTHORIZATION" means any permit, license,
         authorization, plan, directive, consent order or consent decree of or
         from any federal, state or local governmental authority, agency or
         court.

                  "GUARANTIES" means the BCC Guaranty and the License Sub
         Guaranty.

                  "HAZARDOUS MATERIALS" means (i) any chemical, material or
         substance at any time defined as or included in the definition of
         "hazardous substances", "hazardous wastes", "hazardous materials",
         "extremely hazardous waste", "acutely hazardous waste", "radioactive
         waste", "biohazardous waste", "pollutant", "toxic pollutant",
         "contaminant", "restricted hazardous waste", "infectious waste", "toxic
         substances", or any other term or expression intended to define, list
         or classify substances by reason of properties harmful to health,
         safety or the indoor or outdoor environment (including harmful
         properties such as ignitability, corrosivity, reactivity,
         carcinogenicity, toxicity, reproductive toxicity, "TCLP toxicity" or
         "EP toxicity" or words of similar import under any applicable
         Environmental Laws); (ii) any oil, petroleum, petroleum fraction or
         petroleum derived substance; (iii) any drilling fluids, produced waters
         and other wastes associated with the exploration, development or
         production of crude oil, natural gas or geothermal resources; (iv) any
         flammable substances or explosives; (v) any radioactive materials; (vi)
         any asbestos-containing materials; (vii) urea formaldehyde foam
         insulation; (viii) electrical equipment which contains any oil or
         dielectric fluid containing polychlorinated biphenyls; (ix) pesticides;
         and (x) any other chemical, material or substance, exposure to which is
         prohibited, limited or regulated by any governmental authority or which
         may or could pose a hazard to the health and safety of the owners,
         occupants or any Persons in the vicinity of any Facility or to the
         indoor or outdoor environment.

                                       18














<PAGE>


                  "HAZARDOUS MATERIALS ACTIVITY" means any past, current,
         proposed or threatened activity, event or occurrence involving any
         Hazardous Materials, including the use, manufacture, possession,
         storage, holding, presence, existence, location, Release, threatened
         Release, discharge, placement, generation, transportation, processing,
         construction, treatment, abatement, removal, remediation, disposal,
         disposition or handling of any Hazardous Materials, and any corrective
         action or response action with respect to any of the foregoing.

                  "HEDGE AGREEMENT" means an Interest Rate Agreement designed to
         hedge against fluctuations in interest rates.

                  "INDEBTEDNESS", as applied to any Person, means (i) all
         indebtedness for borrowed money, (ii) that portion of obligations with
         respect to Capital Leases that is properly classified as a liability on
         a balance sheet in conformity with GAAP, (iii) notes payable and drafts
         accepted representing extensions of credit whether or not representing
         obligations for borrowed money, (iv) any obligation owed for all or any
         part of the deferred purchase price of property or services (excluding
         any such obligations incurred under ERISA), which purchase price is (a)
         due more than six months from the date of incurrence of the obligation
         in respect thereof or (b) evidenced by a note or similar written
         instrument, (v) to the extent not otherwise included above, all
         liabilities of that Person with respect to Program Obligations, and
         (vi) all indebtedness secured by any Lien on any property or asset
         owned or held by that Person regardless of whether the indebtedness
         secured thereby shall have been assumed by that Person or is
         nonrecourse to the credit of that Person. Obligations under Interest
         Rate Agreements and Currency Agreements constitute (1) in the case of
         Hedge Agreements, Contingent Obligations, and (2) in all other cases,
         Investments, and in neither case constitute Indebtedness.

                  "INDEMNITEE" has the meaning assigned to that term in
         subsection 9.3.

                  "INTELLECTUAL PROPERTY" means all patents, trademarks,
         tradenames, copyrights, technology, know-how and processes used in or
         necessary for the conduct of the business of BCC and its Subsidiaries
         as currently conducted that are material to the condition (financial or
         otherwise), business or operations of BCC and its Subsidiaries, taken
         as a whole.

                  "INTEREST PAYMENT DATE" means (i) with respect to any Base
         Rate Loan, each February 1, May 1, August 1 and November 1 of each
         year, commencing on the first such date to occur after the Restatement
         Date, and (ii) with respect to any Eurodollar Rate Loan, the last day
         of each Interest Period applicable to such Loan; provided that in the
         case of each Interest Period of six months, "Interest Payment Date"
         shall also include the date that is three months after the commencement
         of such Interest Period.

                  "INTEREST PERIOD" has the meaning assigned to that term in
         subsection 2.2B.


                                       19














<PAGE>

                  "INTEREST RATE AGREEMENT" means any interest rate swap
         agreement, interest rate cap agreement, interest rate collar agreement
         or other similar agreement or arrangement to which BCC or any of its
         Subsidiaries is a party.

                  "INTEREST RATE DETERMINATION DATE" means, with respect to any
         Interest Period, the second Business Day prior to the first day of such
         Interest Period.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, as amended to the date hereof and from time to time hereafter,
         and any successor statute.

                  "INVESTMENT" means (i) any direct or indirect purchase or
         other acquisition by BCC or any of its Subsidiaries of, or of a
         beneficial interest in, any Securities of any other Person (including
         any Subsidiary of BCC), (ii) any direct or indirect redemption,
         retirement, purchase or other acquisition for value, by any Subsidiary
         of BCC from any Person other than BCC or any of its Subsidiaries, of
         any equity Securities of such Subsidiary, (iii) any direct or indirect
         loan, advance (other than advances to employees for moving,
         entertainment and travel expenses, drawing accounts and similar
         expenditures in the ordinary course of business) or capital
         contribution by BCC or any of its Subsidiaries to any other Person,
         including all indebtedness and accounts receivable from that other
         Person that are not current assets or did not arise from sales to that
         other Person in the ordinary course of business, or (iv) (a) Currency
         Agreements or (b) Interest Rate Agreements not constituting Hedge
         Agreements. The amount of any Investment shall be the original cost of
         such Investment plus the cost of all additions thereto, without any
         adjustments for increases or decreases in value, or write-ups,
         write-downs or write-offs with respect to such Investment.

                  "JOINT VENTURE" means a joint venture, partnership or other
         similar arrangement, whether in corporate, partnership or other legal
         form; provided that in no event shall any corporate Subsidiary of any
         Person be considered to be a Joint Venture to which such Person is a
         party.

                  "LANDLORD CONSENT AND ESTOPPEL" means, with respect to any
         Leasehold Property, a letter, certificate or other instrument in
         writing from the lessor under the related lease, satisfactory in form
         and substance to Agent, pursuant to which such lessor agrees, for the
         benefit of Agent, that without any further consent of such lessor or
         any further action on the part of the Loan Party holding such Leasehold
         Property, such Leasehold Property may be encumbered pursuant to a
         Mortgage and may be assigned to the purchaser at a foreclosure sale or
         in a transfer in lieu of such a sale (and to a subsequent third party
         assignee if Agent, any Lender, or an Affiliate of either so acquires
         such Leasehold Property) and to such other matters relating to such
         Leasehold Property as Agent may reasonably request.

                  "LEASEHOLD PROPERTY" means any leasehold interest of any Loan
         Party as lessee under any lease of real property.

                  "LENDER" and "LENDERS" means the persons identified as
         "Lenders" and listed on the signature pages of this Agreement, together
         with their successors and permitted assigns

                                       20












<PAGE>


         pursuant to subsection 9.1; provided that the term "Lenders", when
         used in the context of a particular Commitment, shall mean Lenders
         having that Commitment.

                  "LEVERAGE RATIO" means the ratio of (i) Consolidated Total
         Debt as of the last day of any Fiscal Quarter to (ii) Consolidated
         Adjusted EBITDA for the four-Fiscal Quarter period then ended, in each
         case as set forth in the most recent Compliance Certificate delivered
         by Company to Agent pursuant to clause (iv) of subsection 5.1.

                  "LICENSE SUB" means Benedek License Corporation, a Delaware
         corporation, and any other Person established solely for the purpose of
         holding the FCC Licenses now or hereafter acquired or owned by Company,
         which Person shall be a wholly owned Subsidiary of Company.

                  "LICENSE SUB GUARANTY" means the Amended and Restated License
         Sub Guaranty executed and delivered by License Sub on or before the
         Restatement Date, substantially in the form of Exhibit XVIII annexed
         hereto, as such Amended and Restated License Sub Guaranty may
         thereafter be amended, supplemented or otherwise modified from time to
         time.

                  "LIEN" means any lien, mortgage, pledge, assignment, security
         interest, charge or encumbrance of any kind (including any conditional
         sale or other title retention agreement, any lease in the nature
         thereof, and any agreement to give any security interest) and any
         option, trust or other preferential arrangement having the practical
         effect of any of the foregoing.

                  "LMA" means a local marketing arrangement, sale agreement,
         time brokerage agreement, management agreement or similar agreement
         pursuant to which a Person, subject to customary preemption rights and
         other limitations, (i) obtains the right to sell the advertising
         inventory of a television broadcast station of which another Person is
         the licensee, (ii) obtains the right to exhibit programming and sell
         advertising time of such television broadcast station or (iii) manages
         the selling operations of such television broadcast station with
         respect to advertising inventory of such station.

                  "LMA CAPITAL EXPENDITURE" means all expenditures (whether paid
         in cash or other consideration or accrued as a liability and including
         that portion of Capital Leases which is capitalized on the consolidated
         balance sheet of BCC and its Subsidiaries) by Company pursuant to, in
         connection with or in respect of an LMA which, in conformity with GAAP,
         would be included in "additions to property, plant or equipment" or
         comparable items reflected in the consolidated statement of cash flows
         of BCC and its Subsidiaries.

                  "LOAN" or "LOANS" means one or more of the Tranche A Term
         Loans, Tranche B Term Loans or Revolving Loans or any combination
         thereof.

                  "LOAN DOCUMENTS" means this Agreement, the Notes, the
         Guaranties and the Collateral Documents.



                                       21












<PAGE>


                  "LOAN PARTY" means each of BCC, Company, License Sub and any
         of BCC's other Subsidiaries, if any, from time to time executing a Loan
         Document, and "LOAN PARTIES" means all such Persons, collectively.

                  "MARGIN STOCK" has the meaning assigned to that term in
         Regulation U of the Board of Governors of the Federal Reserve System as
         in effect from time to time.

                  "MASTER ASSIGNMENT AGREEMENT" means the Master Assignment
         Agreement substantially in the form of Exhibit XXIII annexed hereto.

                  "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect
         upon the business, operations, properties, assets, condition (financial
         or otherwise) or prospects of BCC and its Subsidiaries, taken as a
         whole, or (ii) the material impairment of the ability of any Loan Party
         to perform, or of Agent or Lenders to enforce, the Loan Documents or
         the Obligations.

                  "MATERIAL CONTRACT" means any of the Network Affiliation
         Agreements, the Employment Agreements with Benedek and K. James Yager,
         any LMA or acquisition agreement entered into by Company as permitted
         hereunder, any Program Contract pursuant to which Company's aggregate
         Program Obligations thereunder are equal to or greater than $1,000,000
         (calculated as the unamortized amount of such Program Obligations on
         any date of determination), and any other contract or other arrangement
         to which BCC or any of its Subsidiaries is a party (other than the Loan
         Documents) for which breach, nonperformance, cancellation or failure to
         renew would reasonably be expected to have a Material Adverse Effect.

                  "MATERIAL FEE PROPERTY" means any fee interest in real
         property reasonably determined by Agent to be of material value as
         Collateral or of material importance to the operations of BCC or any of
         its Subsidiaries.

                  "MATERIAL LEASEHOLD PROPERTY" means a Leasehold Property
         reasonably determined by Agent to be of material value as Collateral or
         of material importance to the operations of BCC or any of its
         Subsidiaries.

                  "MEDIA BUSINESS" means broadcasting (including television and
         radio broadcasting), cable television, programming production or
         distribution, advertising and advertising sales, newspaper and outdoor
         advertising businesses, any similar business and businesses related to
         any of the foregoing.

                  "MORTGAGE" means (i) a security instrument (whether designated
         as a deed of trust or a mortgage or by any similar title) executed and
         delivered by any Loan Party, substantially in the form of Exhibit XXI
         annexed hereto or in such other form as may be approved by Agent in its
         sole discretion, in each case with such changes thereto as may be
         recommended by Agent's local counsel based on local laws or customary
         local mortgage or deed of trust practices, or (ii) at Agent's option,
         in the case of an Additional Mortgaged


                                       22












<PAGE>


         Property (as defined in  subsection 5.8), an amendment to an existing
         Mortgage, in form satisfactory to Agent, adding such Additional
         Mortgaged Property to the Real Property Assets encumbered by such
         existing Mortgage, in either case as such security instrument or
         amendment may be amended, supplemented or otherwise modified from
         time to time. "MORTGAGES" means all such instruments, including the
         Mortgages encumbering the Acquisition Date Mortgaged Properties and
         any Additional Mortgages (as defined in subsection 5.8),
         collectively.

                  "MORTGAGE AMENDMENTS" means an amendment to the existing
         Mortgages encumbering the Real Property Assets located in Colorado,
         Texas, Michigan and Tazewell County, Illinois, in each case in form
         satisfactory to Agent, addressing such matters not inconsistent with
         this Agreement as Agent may require, as such instrument may be amended,
         supplemented or otherwise modified from time to time.

                  "MORTGAGE ASSIGNMENTS" means an assignment to Agent of all
         right, title and interest of CIBC in the existing Mortgages encumbering
         the Acquisition Date Mortgaged Properties, in each case in form
         satisfactory to Agent, as such instrument may be amended, supplemented
         or otherwise modified from time to time.

                  "MORTGAGED PROPERTY" means an Acquisition Date Mortgaged
         Property (as defined in subsection 3.2F) or an Additional Mortgaged
         Property (as defined in subsection 5.8).

                  "MULTIEMPLOYER PLAN" means any Employee Benefit Plan which is
         a "multiemployer plan" as defined in Section 3(37) of ERISA.

                  "NET ASSET SALE PROCEEDS" means, with respect to any Asset
         Sale, Cash payments (including any Cash received by way of deferred
         payment pursuant to, or by monetization of, a note receivable or
         otherwise, but only as and when so received) received from such Asset
         Sale, net of any bona fide direct costs incurred in connection with
         such Asset Sale, including (i) income taxes reasonably estimated to be
         actually payable within two years of the date of such Asset Sale as a
         result of any gain recognized in connection with such Asset Sale and
         (ii) payment of the outstanding principal amount of, premium or
         penalty, if any, and interest on any Indebtedness (other than the
         Loans) that is secured by a Lien on the stock or assets in question and
         that is required to be repaid under the terms thereof as a result of
         such Asset Sale.

                  "NET INSURANCE/CONDEMNATION PROCEEDS" means any Cash payments
         or proceeds received by BCC or any of its Subsidiaries (i) under any
         business interruption or casualty insurance policy in respect of a
         covered loss thereunder or (ii) as a result of the taking of any assets
         of BCC or any of its Subsidiaries by any Person pursuant to the power
         of eminent domain, condemnation or otherwise, or pursuant to a sale of
         any such assets to a purchaser with such power under threat of such a
         taking, in each case net of any actual and reasonable documented costs
         incurred by BCC or any of its Subsidiaries in connection with the
         adjustment or settlement of any claims of BCC or such Subsidiary in
         respect thereof.



                                       23












<PAGE>

                  "NETWORK" means one or more of National Broadcasting Company
         Incorporated, American Broadcasting Company, CBS, Inc., Warner Brothers
         Television Network, UPN Network, or Fox Broadcasting Company, as the
         context requires.

                  "NETWORK AFFILIATION" means a relationship under a Network
         Affiliation Agreement in full force and effect between a Network and
         the applicable Station or between a Network and Company in respect of
         the applicable Station.

                  "NETWORK AFFILIATION AGREEMENTS" means, collectively, the
         Affiliation Agreements between Company or any Station, as the case may
         be, and any of the Networks, as any such agreement may be amended,
         supplemented or otherwise modified from time to time, and including any
         replacement agreement.

                  "NON-RECOURSE INDEBTEDNESS" means Indebtedness or that portion
         of Indebtedness (i) as to which neither BCC nor its Subsidiaries (a)
         provide credit support (including any undertaking, agreement or
         instrument which would constitute Indebtedness), (b) is directly or
         indirectly liable or (c) constitute the lender and (ii) no default with
         respect to which would permit (upon notice, lapse of time or both) any
         holder of any other Indebtedness of BCC or its Subsidiaries to declare
         a default on such other Indebtedness or cause the payment thereof to be
         accelerated or payable prior to its stated maturity.

                  "NOTES" means one or more of the Tranche A Term Notes, Tranche
         B Term Notes or Revolving Notes or any combination thereof.

                  "NOTICE OF BORROWING" means a notice substantially in the form
         of Exhibit I annexed hereto delivered by Company to Agent pursuant to
         subsection 2.1B with respect to a proposed borrowing.

                  "NOTICE OF CONVERSION/CONTINUATION" means a notice
         substantially in the form of Exhibit II annexed hereto delivered by
         Company to Agent pursuant to subsection 2.2D with respect to a proposed
         conversion or continuation of the applicable basis for determining the
         interest rate with respect to the Loans specified therein.

                  "OBLIGATIONS" means all obligations of every nature of each
         Loan Party from time to time owed to Agent, Lenders or their respective
         Affiliates or any of them under the Loan Documents, whether for
         principal, interest, fees, expenses, indemnification or otherwise.

                  "OFFICERS' CERTIFICATE" means, as applied to any corporation,
         a certificate executed on behalf of such corporation by its chairman of
         the board (if an officer) or its president or one of its vice
         presidents and by its chief financial officer or its treasurer;
         provided that every Officers' Certificate with respect to the
         compliance with a condition precedent to the making of any Loans
         hereunder shall include (i) a statement that the officer or officers
         making or giving such Officers' Certificate have read such condition
         and any definitions or other provisions contained in this Agreement
         relating thereto, (ii) a statement that, in the opinion of the signers,
         they have made or have caused to be made such examination or


                                       24












<PAGE>


         investigation as is necessary to enable them to express an informed
         opinion as to whether or not such condition has been complied with, and
         (iii) a statement as to whether, in the opinion of the signers, such
         condition has been complied with.

                  "OPERATING LEASE" means, as applied to any Person, any lease
         (including leases that may be terminated by the lessee at any time) of
         any property (whether real, personal or mixed) that is not a Capital
         Lease other than any such lease under which that Person is the lessor.


                  "OWNED TELEVISION STATION ASSET GROUP" means a Television
         Station Asset Group owned by Company.

                  "OWNERSHIP REPORTS" means, with respect to any Station,
         the reports and certifications filed with the FCC pursuant to
         47 C.F.R. 'SS' 73.3615, or any comparable reports filed
         pursuant to any successor regulation thereto.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
         successor thereto.

                  "PENSION PLAN" means any Employee Benefit Plan, other than a
         Multiemployer Plan, which is subject to Section 412 of the Internal
         Revenue Code or Section 302 of ERISA.

                  "PERMITTED ACQUISITION" means an acquisition, whether through
         the purchase of the assets thereof or of the stock or other equity
         interests of an entity owning such assets and whether pursuant to the
         exercise of a purchase option under a Permitted LMA or otherwise, by
         Company of a Television Station Asset Group or a business related to
         the ownership or operation of a television broadcast station; provided,
         however, that to the extent such acquisition is made through the
         acquisition of stock or other equity interests of any Person, such
         Person shall, immediately following the consummation of such
         acquisition, be merged with and into Company, with Company being the
         surviving corporation in such merger.

                  "PERMITTED ENCUMBRANCES" means the following types of Liens
         (excluding any such Lien imposed pursuant to Section 401(a)(29) or
         412(n) of the Internal Revenue Code or by ERISA and any such Lien
         relating to or imposed in connection with any Environmental Claim):

                           (i)  Liens for taxes, assessments or governmental
                  charges or claims the  payment of which is not, at the time,
                  required by subsection 5.3;

                           (ii) statutory Liens of landlords, statutory Liens of
                  banks and rights of set-off, statutory Liens of carriers,
                  warehousemen, mechanics, repairmen, workmen and materialmen,
                  and other Liens imposed by law, in each case incurred in the
                  ordinary course of business (a) for amounts not yet overdue or
                  (b) for amounts that are overdue and that (in the case of any
                  such amounts overdue for a period in excess of 10 days) are
                  being contested in good faith by appropriate proceedings, so
                  long as (1)

                                       25












<PAGE>

                  such reserves or other appropriate provisions, if
                  any, as shall be required by GAAP shall have been made for any
                  such contested amounts, and (2) in the case of a Lien with
                  respect to any portion of the Collateral, such contest
                  proceedings conclusively operate to stay the sale of any
                  portion of the Collateral on account of such Lien;

                           (iii) Liens incurred or deposits made in the ordinary
                  course of business in connection with workers' compensation,
                  unemployment insurance and other types of social security, or
                  to secure the performance of tenders, statutory obligations,
                  surety and appeal bonds, bids, leases, government contracts,
                  trade contracts, performance and return-of-money bonds and
                  other similar obligations (exclusive of obligations for the
                  payment of borrowed money), so long as no foreclosure, sale or
                  similar proceedings have been commenced with respect to any
                  portion of the Collateral on account thereof;

                           (iv)     any attachment or judgment Lien not
                  constituting an Event of Default
                  under subsection 7.8;

                           (v) leases or subleases granted to third parties
                  permitted hereunder and not interfering in any material
                  respect with the ordinary conduct of the business of Company
                  or any of its Subsidiaries or resulting in a material
                  diminution in the value of any Collateral as security for the
                  Obligations;

                           (vi) easements, rights-of-way, restrictions,
                  encroachments, and other minor defects or irregularities in
                  title, in each case which do not and will not interfere in any
                  material respect with the ordinary conduct of the business of
                  Company or any of its Subsidiaries or result in a material
                  diminution in the value of any Collateral as security for the
                  Obligations and any exceptions to title expressly set forth in
                  the Existing Title Policies or any Additional Mortgage Policy;

                           (vii) any (a) interest or title of a lessor or
                  sublessor under any lease permitted hereunder, (b) restriction
                  or encumbrance that the interest or title of such lessor or
                  sublessor may be subject to, or (c) subordination of the
                  interest of the lessee or sublessee under such lease to any
                  restriction or encumbrance referred to in the preceding clause
                  (b), so long as the holder of such restriction or encumbrance
                  agrees to recognize the rights of such lessee or sublessee
                  under such lease; and

                           (viii) Liens arising from filing UCC financing
                  statements relating solely to leases permitted by this
                  Agreement.

                  "PERMITTED LMA" means an LMA entered into by Company or a
         Special Purpose Subsidiary with an unaffiliated Person with respect to
         a television broadcast station (i) which, immediately prior to the time
         the LMA is entered into, is not owned or operated by Company or any of
         its Affiliates and (ii) which is located in a market in which Company
         owns and operates a Station or Stations as of the date hereof.


                                       26












<PAGE>


                  "PERMITTED SPECIAL PURPOSE ACQUISITION" means an acquisition,
         whether through the purchase of the assets thereof or of the stock or
         other equity interests of an entity owning such assets and whether
         pursuant to the exercise of a purchase option under a Permitted LMA or
         otherwise, by a Special Purpose Subsidiary of a business principally
         engaged in one or more Media Businesses; provided, however, that to the
         extent such acquisition is made through the acquisition of stock or
         other equity interests of any Person, such Person shall, immediately
         following the consummation of such acquisition, be merged with and into
         such Special Purpose Subsidiary, with such Special Purpose Subsidiary
         being the surviving corporation in such merger.



                  "PERSON" means and includes natural persons, corporations,
         limited partnerships, general partnerships, limited liability
         companies, limited liability partnerships, joint stock companies, Joint
         Ventures, associations, companies, trusts, banks, trust companies, land
         trusts, business trusts or other organizations, whether or not legal
         entities, and governments (whether federal, state or local, domestic or
         foreign, and including political subdivisions thereof) and agencies or
         other administrative or regulatory bodies thereof.

                  "PLEDGED COLLATERAL" means, collectively, the "Pledged
         Collateral" as defined in the BCC Pledge Agreement and the Existing
         Company Pledge Agreement.

                  "POTENTIAL EVENT OF DEFAULT" means a condition or event that,
         after notice or lapse of time or both, would constitute an Event of
         Default.

                  "PROGRAM CONTRACTS" means all contracts for the acquisition of
         the right to broadcast films, series and other programming material.

                  "PROGRAM OBLIGATIONS" means all obligations of the Company
         under Program Contracts payable in a form other than barter.

                  "PROGRAM PAYMENTS" means, for any period of determination, the
         aggregate cash payments actually made by or on behalf of Company and
         its Subsidiaries during such period with respect to or on account of
         Program Obligations.

                  "PRO RATA SHARE" means (i) with respect to all payments,
         computations and other matters relating to the Tranche A Term Loan of
         any Lender, the percentage obtained by dividing (x) the Tranche A Term
         Loan Exposure of that Lender by (y) the aggregate Tranche A Term Loan
         Exposure of all Lenders, (ii) with respect to all payments,
         computations and other matters relating to the Tranche B Term Loan of
         any Lender, the percentage obtained by dividing (x) the Tranche B Term
         Loan Exposure of that Lender by (y) the aggregate Tranche B Term Loan
         Exposure of all Lenders, (iii) with respect to all payments,
         computations and other matters relating to the Revolving Loan
         Commitment or the Revolving Loans of any Lender, the percentage
         obtained by dividing (x) the Revolving Loan Exposure of that Lender by
         (y) the aggregate Revolving Loan Exposure of all Lenders, and (iv) for
         all other purposes with respect to each Lender, the percentage obtained
         by dividing (x) the sum of the Tranche A Term Loan Exposure of that
         Lender plus the Tranche B Term

                                       27












<PAGE>


         Loan Exposure of that Lender plus the  Revolving Loan
         Exposure of that Lender by (y) the sum of the aggregate
         Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche
         B Term Loan Exposure of all Lenders plus the aggregate Revolving Loan
         Exposure of all Lenders, in any such case as the applicable percentage
         may be adjusted by assignments permitted pursuant to subsection 9.1.
         The initial Pro Rata Share of each Lender for purposes of each of
         clauses (i), (ii), (iii) and (iv) of the preceding sentence is set
         forth opposite the name of that Lender in Schedule 2.1 annexed hereto.

                  "RECORDED LEASEHOLD INTEREST" means a Leasehold Property with
         respect to which a Record Document (as hereinafter defined) has been
         recorded in all places necessary or desirable, in Agent's reasonable
         judgment, to give constructive notice of such Leasehold Property
         to third-party purchasers and encumbrancers of the affected real
         property. For purposes of this definition, the term "RECORD
         DOCUMENT" means, with respect to any Leasehold Property,
         (a) the lease evidencing such Leasehold Property or a memorandum
         thereof, executed and acknowledged by the owner of the affected real
         property, as lessor, or (b) if such Leasehold Property was acquired or
         subleased from the holder of a Recorded Leasehold Interest, the
         applicable assignment or sublease document, executed and acknowledged
         by such holder, in each case in form sufficient to give such
         constructive notice upon recordation and otherwise in form reasonably
         satisfactory to Agent.

                  "REAL PROPERTY ASSET" means, at any time of determination, any
         interest then owned by any Loan Party in any real property.

                  "REGISTER" has the meaning assigned to that term in subsection
         2.1D.

                  "REGULATION D" means Regulation D of the Board of Governors of
         the Federal Reserve System, as in effect from time to time.

                  "RELATED AGREEMENTS" means, collectively, the Brissette
         Acquisition Agreement, the Stauffer Acquisition Agreement, the
         Exchangeable Preferred Certificate of Designation, the Seller Preferred
         Certificate of Designation, the Existing Senior Note Indenture, the
         Senior Subordinated Note Indenture, the Warrant Agreement, the Exchange
         Debentures and the Exchange Debenture Indenture.

                  "RELEASE" means any release, spill, emission, leaking,
         pumping, pouring, injection, escaping, deposit, disposal, discharge,
         dispersal, dumping, leaching or migration of Hazardous Materials into
         the indoor or outdoor environment (including the abandonment or
         disposal of any barrels, containers or other closed receptacles
         containing any Hazardous Materials), including the movement of any
         Hazardous Materials through the air, soil, surface water or
         groundwater.

                  "REQUISITE LENDERS" means, except as otherwise provided in
         subsection 8.6, (i) Lenders having or holding 51% or more of the
         aggregate Tranche A Term Loan Exposure of all Lenders plus the
         aggregate Tranche B Term Loan Exposure of all Lenders

                                       28












<PAGE>

         and (ii) Lenders  having or holding 51% or more of the
         aggregate Revolving Loan Exposure of all Lenders.

                  "RESTATEMENT DATE" means the date on or before December 19,
         1997, on which the conditions to the effectiveness of this Agreement
         set forth in subsection 3.2 are satisfied.

                  "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock of BCC or its Subsidiaries, now or hereafter outstanding,
         except a dividend payable solely in shares of that class of stock to
         the holders of that class, (ii) any redemption, retirement, sinking
         fund or similar payment, purchase or other acquisition for value,
         direct or indirect, of any shares of any class of stock of BCC
         or its Subsidiaries, now or hereafter outstanding, (iii) any
         payment made to retire, or to obtain the surrender of, any outstanding
         warrants, options or other rights to acquire shares of any class of
         stock of BCC or its Subsidiaries, now or hereafter outstanding, and
         (iv) any payment or prepayment of principal of, premium, if any, or
         interest on, or redemption, purchase, retirement, defeasance (including
         in-substance or legal defeasance), sinking fund or similar payment with
         respect to, any Subordinated Indebtedness.

                  "REVOLVING LOAN COMMITMENT" means the commitment of a Lender
         to make Revolving Loans to Company pursuant to subsection 2.1A(iii),
         and "REVOLVING LOAN COMMITMENTS" means such commitments of all Lenders
         in the aggregate.

                  "REVOLVING LOAN COMMITMENT TERMINATION DATE" means
         December 31, 2003.

                  "REVOLVING LOAN EXPOSURE" means, with respect to any Lender as
         of any date of determination (i) prior to the termination of the
         Revolving Loan Commitments, that Lender's Revolving Loan Commitment and
         (ii) after the termination of the Revolving Loan Commitments, the
         aggregate outstanding principal amount of the Revolving Loans of that
         Lender.

                  "REVOLVING LOANS" means the Loans maintained or made by
         Lenders to Company pursuant to subsection 2.1A(ii).

                  "REVOLVING NOTES" means (i) the promissory notes of Company
         issued pursuant to subsection 2.1E(iii) of this Agreement on the
         Restatement Date to Lenders having a Revolving Loan Commitment on the
         Restatement Date and (ii) any promissory notes issued by Company
         pursuant to the last sentence of subsection 9.1B(i) in connection with
         assignments of the Revolving Loan Commitments and Revolving Loans of
         any Lenders, in each case substantially in the form of Exhibit V
         annexed hereto, as they may be amended, supplemented or otherwise
         modified from time to time.

                  "SATELLITE STATIONS" means, collectively, the following
         television broadcast stations: KGWL-TV licensed to serve Lander,
         Wyoming; KGWR-TV licensed to serve Rock Springs, Wyoming; KSTF(TV)
         licensed to serve Scottsbluff, Nebraska; and KTVS(TV) licensed to serve
         Sterling, Colorado.


                                       29












<PAGE>



                  "SECURITIES" means any stock, shares, partnership interests,
         voting trust certificates, certificates of interest or participation in
         any profit-sharing agreement or arrangement, options, warrants, bonds,
         debentures, notes, or other evidences of indebtedness, secured or
         unsecured, convertible, subordinated or otherwise, or in general any
         instruments commonly known as "securities" or any certificates of
         interest, shares or participations in temporary or interim certificates
         for the purchase or acquisition of, or any right to subscribe to,
         purchase or acquire, any of the foregoing.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended
         from time to time, and any successor statute.



                  "SELLER PREFERRED CERTIFICATE OF DESIGNATION" means the
         provisions of BCC's Certificate of Designation, Preferences and
         Relative, Participating, Optional and Other Special Rights of Preferred
         Stock and Qualifications, Limitations and Restrictions Thereof relating
         to the Seller Preferred Stock, in the form delivered to Lenders under
         the Existing Credit Agreement on or before the Acquisition Date and as
         such provisions may be amended from time to time thereafter to the
         extent permitted under subsection 6.14.

                  "SELLER PREFERRED STOCK" means the preferred stock of BCC
         issued to GE Capital with the terms set forth in the Seller Preferred
         Certificate of Designation.

                  "SENIOR NOTE TRUSTEE" means The Bank of New York, a New York
         banking corporation, in its capacity as trustee under the Existing
         Senior Note Indenture and as agent for and representative of the
         holders of the Existing Senior Notes, and any successor trustee
         appointed in accordance with the Existing Senior Note Indenture.

                  "SENIOR SUBORDINATED NOTE INDENTURE" means the indenture
         pursuant to which the Senior Subordinated Notes are issued, in the form
         delivered to Lenders under the Existing Credit Agreement on or before
         the Acquisition Date and as such indenture may be amended from time to
         time to the extent permitted under subsection 6.14.

                  "SENIOR SUBORDINATED NOTES" means $90,178,000 in initial
         aggregate principal amount of the 13.25% Senior Subordinated Discount
         Notes due 2006 of BCC issued pursuant to the Senior Subordinated Note
         Indenture.

                  "SOLVENT" means, with respect to any Person, that as of the
         date of determination both (i)(a) the then fair saleable value of the
         property of such Person is (1) greater than the total amount of
         liabilities (including contingent liabilities) of such Person and (2)
         not less than the amount that will be required to pay the probable
         liabilities on such Person's then existing debts as they become
         absolute and matured considering all financing alternatives and
         potential asset sales reasonably available to such Person; (b) such
         Person's capital is not unreasonably small in relation to its business
         or any contemplated or undertaken transaction; and (c) such Person does
         not intend to incur, or believe (nor should it reasonably believe) that
         it will incur, debts beyond its ability to pay such debts as they
         become due; and (ii) such Person is "solvent" within the meaning given
         that term and similar terms under applicable

                                       30












<PAGE>


         laws relating to fraudulent transfers and conveyances. For purposes
         of this definition, the amount of any contingent liability at any
         time shall be computed as the amount that, in light of all of the
         facts and circumstances existing at such time, represents the
         amount that can reasonably be expected to become an actual or
         matured liability.

                  "SPECIAL PURPOSE SUBSIDIARY" means a direct Subsidiary of
         Company (i) which has not acquired any assets (other than Cash to the
         extent permitted under subsection 6.3(x)) directly from BCC or any of
         its Subsidiaries, (ii) the capital stock or other equity interests of
         which, to the extent owned by Company or any of its Affiliates, is
         subject to a First Priority Lien of Agent for the benefit of Lenders,
         and (iii) which has no Indebtedness other than Non-Recourse
         Indebtedness.



                  "STATIONS" means, collectively, (i) each of the television
         broadcast stations owned and operated by Company and its Subsidiaries
         on the Restatement Date as set forth in Schedule 4.1E annexed hereto,
         and (ii) any television broadcast station acquired after the
         Restatement Date by Company or any of its Subsidiaries.

                  "STAUFFER" means Stauffer Communications, Inc., a Delaware
         corporation.

                  "STAUFFER ACQUISITION" means the transactions contemplated by
         the Stauffer  Acquisition Agreement.

                  "STAUFFER ACQUISITION AGREEMENT" means that certain Assets
         Purchase and Sale Agreement dated November 22, 1995, by and among
         Stauffer, Morris Communications Corporation, a Georgia corporation, and
         Benedek Acquisition Corporation, a Delaware corporation, as amended by
         that certain letter agreement dated March 28, 1996 by and among
         Stauffer, Morris Communications Corporation and Company, in the form
         delivered to the Lenders under the Existing Credit Agreement on or
         before the Acquisition Date and as such agreement may be amended from
         time to time thereafter to the extent permitted under subsection 6.14.

                  "STAUFFER STATIONS" means, collectively, the following
         television broadcast stations: WIBW-TV licensed to serve Topeka,
         Kansas; KCOY-TV licensed to serve Santa Maria, California; KMIZ(TV)
         licensed to serve Columbia-Jefferson City, Missouri; KGWN-TV licensed
         to serve Cheyenne, Wyoming; KSTF(TV) licensed to serve Scottsbluff,
         Nebraska; KTVS(TV) licensed to serve Sterling, Colorado; KGWC-TV
         licensed to serve Casper, Wyoming; KGWR-TV licensed to serve Rock
         Springs, Wyoming; and KGWL-TV licensed to serve Lander, Wyoming.

                  "SUBORDINATED INDEBTEDNESS" means (i) the Indebtedness of BCC
         evidenced by the Senior Subordinated Notes, (ii) any Indebtedness of
         BCC evidenced by the Exchange Debentures and (iii) any Indebtedness of
         BCC or its Subsidiaries subordinated in right of payment to the
         Obligations pursuant to documentation containing maturities,
         amortization schedules, covenants, defaults, remedies, subordination
         provisions and other material terms in form and substance satisfactory
         to Agent and Requisite Lenders.


                                       31












<PAGE>




                  "SUBSIDIARY" means, with respect to any Person, any
         corporation, partnership, limited liability company, association, joint
         venture or other business entity of which more than 50% of the total
         voting power of shares of stock or other ownership interests entitled
         (without regard to the occurrence of any contingency) to vote in the
         election of the Person or Persons (whether directors, managers,
         trustees or other Persons performing similar functions) having the
         power to direct or cause the direction of the management and policies
         thereof is at the time owned or controlled, directly or indirectly, by
         that Person or one or more of the other Subsidiaries of that Person or
         a combination thereof; provided, however, that with respect to BCC or
         Company, references to Subsidiaries shall not be deemed to include any
         Special Purpose Subsidiaries except for purposes of subsections 4.6,
         4.7, 4.11, 4.13, 4.18, 5.3, 5.6, 5.7 and 6.2D and any defined terms
         used in the foregoing subsections.


                  "SUPERMAJORITY LENDERS" means (i) Lenders having or holding
         75% or more of the aggregate Tranche A Term Loan Exposure of all
         Lenders plus the aggregate Tranche B Term Loan Exposure of all Lenders
         and (ii) Lenders having or holding 75% of more of the aggregate
         Revolving Loan Exposure of all Lenders.

                  "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to
         that term in  subsection 8.1D.

                  "TAX" or "TAXES" means any present or future tax, levy,
         impost, duty, charge, fee, deduction or withholding of any nature and
         whatever called, by whomsoever, on whomsoever and wherever imposed,
         levied, collected, withheld or assessed; provided that "TAX ON THE
         OVERALL NET INCOME" of a Person shall be construed as a reference to a
         tax imposed by the jurisdiction in which that Person is organized or in
         which that Person's principal office (and/or, in the case of a Lender,
         its lending office) is located or in which that Person (and/or, in the
         case of a Lender, its lending office) is deemed to be doing business on
         all or part of the net income, profits or gains (whether worldwide, or
         only insofar as such income, profits or gains are considered to arise
         in or to relate to a particular jurisdiction, or otherwise) of that
         Person (and/or, in the case of a Lender, its lending office).

                  "TAX AMOUNTS" with respect to any calendar year means the sum
         of (i) an amount equal to the product of (a) the Federal taxable income
         of Company for such year as determined in good faith by the Board of
         Directors and as certified by a nationally recognized tax accounting
         firm and without taking into account the deductibility of state income
         taxes for Federal income tax purposes multiplied by (b) the State Tax
         Percentage (as defined below) plus (ii) the greater of (1) the product
         of (w) the Federal taxable income of Company for such year as
         determined in good faith by the Board of Directors and as certified by
         a nationally recognized tax accounting firm and taking into account the
         deductibility of the amount determined in clause (i) above as a state
         income tax for Federal income tax purposes multiplied by (x) the
         Federal Tax Percentage (as defined below) and (2) the product of (y)
         the alternative minimum taxable income attributable to Company's
         stockholder(s) by reason of the income of Company for such year as
         determined in good faith by the Board of Directors and as certified by
         a nationally recognized tax accounting firm multiplied by (z) the
         Federal Tax Percentage; provided, however, the amount as

                                       32












<PAGE>


         calculated above shall be reduced by the amount of any income tax
         benefit attributable to Company which could be realized by Company's
         stockholder(s) in the current or a prior taxable year (including tax
         losses, alternative minimum tax credits, other tax credits and
         carryforwards or carrybacks thereof) to the extent not previously taken
         into account. The amount of any such income tax benefit described in
         the proviso to the preceding sentence shall be determined in a manner
         consistent with the calculation of the Tax Amount for the relevant
         year. The term "STATE TAX PERCENTAGE" shall mean the highest applicable
         statutory marginal rate of state and local income tax to which an
         individual resident of the Relevant Jurisdiction (as defined below)
         would be subject in the relevant year of determination as a result of
         being a stockholder of a corporation taxable as an S Corporation in
         such jurisdiction (as certified to Agent by a nationally recognized tax
         accounting firm). The term "RELEVANT JURISDICTION" shall mean the
         jurisdiction in which, during the relevant taxable year, (i) Company is
         doing business for state and local income tax purposes, (ii) Company
         derives the first, second, third or fourth highest percentage of its
         gross income as calculated for Federal income tax purposes (excluding
         therefrom any gain or loss from the sale or other disposition of any
         television station then owned by Company) and (iii) Company is taxable
         as an S Corporation for state and local income tax purposes that
         imposes the highest aggregate marginal rate of state and local income
         tax on individuals (as certified to Agent by a nationally recognized
         tax accounting firm). The term "FEDERAL TAX PERCENTAGE" shall mean the
         highest applicable statutory marginal rate of Federal income tax or, in
         the case of clause (ii)(2) above, alternative minimum tax, to which an
         individual resident of the United States would be subject in the
         relevant year of determination (as certified to Agent by a nationally
         recognized tax accounting firm); provided, however, that, for any year
         in which Company is not taxable as an S Corporation for Federal income
         tax purposes, the Federal Tax Percentage shall be zero. Notwithstanding
         the foregoing, the sum of the State Tax Percentage and the Federal Tax
         Percentage (the "TOTAL TAX PERCENTAGE") shall not exceed the percentage
         (the "MAXIMUM TAX PERCENTAGE") equal to the lesser of (i) the highest
         applicable statutory marginal rate of Federal, state, local income tax
         or, when applicable, alternative minimum tax, to which a corporation
         doing business in any state in which Company is doing business at the
         time of determination would be subject in the relevant year of
         determination (as certified to Agent by a nationally recognized tax
         accounting firm) plus 5% and (ii) 55%. If the Total Tax Percentage
         exceeds the Maximum Tax Percentage, the Federal Tax Percentage shall be
         reduced to the extent necessary to cause the Total Tax Percentage to
         equal the Maximum Tax Percentage. Distributions of Tax Amounts may be
         made from time to time with respect to a tax year based on reasonable
         estimates, with reconciliation within 40 days of the earlier of (i)
         Company's filing of the Internal Revenue Service Form 1120S for the
         applicable taxable year and (ii) the last date such form is required to
         be filed. Benedek will enter into a binding agreement with Company to
         reimburse Company for certain positive differences between the
         distributed amount and the Tax Amount, which difference must be paid at
         the time of such reconciliation. Estimated distributions of Tax Amounts
         are set forth on Schedule 1.1 annexed hereto.

                  "TELEVISION STATION ASSET GROUP" means any group of assets
         which constitute all or substantially all of the assets which would be
         necessary to carry on the business of a

                                       33












<PAGE>



         television broadcast station  and which, when purchased
         by a single purchaser, would (together with any necessary FCC
         Licenses, authorizations, working capital and operating
         location) be substantially sufficient to allow such purchaser
         to carry on such business.

                  "TERM LOANS" means, collectively, the Tranche A Term Loans and
         the Tranche B Term Loans.

                  "TERM NOTES" means one or more of the Tranche A Term Notes or
         Tranche B Term Notes or any combination thereof.

                  "THIRD PARTY PERMITTED LMA" means an LMA entered into by
         Company with an unaffiliated Person with respect to a Satellite Station
         which, immediately prior to the time the LMA is entered into, is owned
         and operated by Company.


                  "TITLE COMPANY" means, collectively, Stewart Title and/or one
         or more other title insurance companies reasonably satisfactory to
         Agent.

                  "TITLE ENDORSEMENTS" has the meaning assigned that term in
         subsection 3.2F.

                  "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at
         any date of determination, the aggregate principal amount of all
         outstanding Revolving Loans.

                  "TRANCHE A TERM LOAN EXPOSURE" means, with respect to any
         Lender as of any date of determination, the outstanding principal
         amount of the Tranche A Term Loan of that Lender.

                  "TRANCHE A TERM LOANS" means the Loans made by Lenders to
         Company which were converted from Existing AXELs Series A and Existing
         AXELs Series B on the Restatement Date pursuant to subsection
         2.1A(i)(a).

                  "TRANCHE A TERM NOTES" means (i) the promissory notes of
         Company issued pursuant to subsection 2.1E(i) of this Agreement on the
         Restatement Date to Lenders having outstanding Tranche A Term Loans on
         the Restatement Date and (ii) any promissory notes issued by Company
         pursuant to the last sentence of subsection 9.1B(i) in connection with
         assignments of the Tranche A Term Loans of any Lenders, in each case
         substantially in the form of Exhibit III annexed hereto, as they may be
         amended, supplemented or otherwise modified from time to time.

                  "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any
         Lender as of any date of determination, the outstanding principal
         amount of the Tranche B Term Loan of that Lender.

                  "TRANCHE B TERM LOANS" means the Loans made by Lenders to
         Company which were converted from Existing AXEls Series B on the
         Restatement Date pursuant to subsection 2.1A(i)(b).


                                       34












<PAGE>



                  "TRANCHE B TERM NOTES" means (i) the promissory notes of
         Company issued pursuant to subsection 2.1E(ii) of this Agreement on the
         Restatement Date to Lenders having outstanding Tranche B Term Loans on
         the Restatement Date and (ii) any promissory notes issued by Company
         pursuant to the last sentence of subsection 9.1B(i) in connection with
         assignments of the Tranche B Term Loans of any Lenders, in each case
         substantially in the form of Exhibit IV annexed hereto, as they may be
         amended, supplemented or otherwise modified from time to time.

                  "UCC" means the Uniform Commercial Code (or any similar or
         equivalent legislation) as in effect in any applicable jurisdiction.

                  "UNUTILIZED COMPENSATION AMOUNT" means, as of any date of
         determination, (i) the sum of the Compensation Limits for each Fiscal
         Year ended after the Acquisition Date and prior to the date of
         determination minus (ii) the sum of (a) the aggregate amount of
         cash compensation paid or accrued to Benedek during such Fiscal
         Years plus (b) the aggregate amount expended by Company or BCC to
         repurchase or redeem Warrants prior to the date of determination.

                  "WARRANTS" means the 600,000 initial warrants and 888,000
         contingent warrants issued by BCC pursuant to the Warrant Agreement to
         the purchasers of the Exchangeable Preferred Stock.

                  "WARRANT AGREEMENT" means the warrant agreement pursuant to
         which the Warrants are issued, in the form delivered to Lenders under
         the Existing Credit Agreement on or before the Acquisition Date and as
         such warrant agreement may be amended from time to time to the extent
         permitted under subsection 6.14.

1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
UNDER AGREEMENT.

         Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. Financial statements and other information
required to be delivered by Company to Lenders pursuant to clauses (i), (ii),
(iii) and (xiv) of subsection 5.1 shall be prepared in accordance with GAAP as
in effect at the time of such preparation (and delivered together with the
reconciliation statements provided for in subsection 5.1(v)). Calculations in
connection with the definitions, covenants and other provisions of this
Agreement shall utilize accounting principles and policies in conformity with
those used to prepare the financial statements referred to in subsection 4.3.

1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

         Any of the terms defined herein may, unless the context otherwise
requires, be used in the singular or the plural, depending on the reference.
References to "Sections" and "subsections" shall be to Sections and subsections,
respectively, of this Agreement unless otherwise specifically provided. The use
herein of the word "include" or "including", when following any general
statement, term or matter, shall not be construed to limit such statement, term
or matter to the

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<PAGE>


specific items or matters set forth immediately following such
word or to similar items or matters, whether or not nonlimiting language (such
as "without limitation" or "but not limited to" or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other
items or matters that fall within the broadest possible scope of such general
statement, term or matter.


                                   SECTION 2.

                             CONVERSION; AMOUNTS AND
                  TERMS OF REVOLVING LOAN COMMITMENTS AND LOANS

2.1      CONVERSION OF EXISTING AXELS TO TERM LOANS; AMOUNT AND TERMS OF
 REVOLVING LOAN  COMMITMENTS AND LOANS; THE REGISTER; NOTES.

         A. AMOUNT AND TERMS OF REVOLVING LOAN COMMITMENTS AND LOANS. Pursuant
to the Existing Credit Agreement, (x) certain Existing Lenders made Existing
AXELs Series A thereunder in an initial aggregate principal amount of
$70,000,000, (y) certain Existing Lenders made Existing AXELs Series B
thereunder in an initial aggregate principal amount of $58,000,000 and (z)
certain Existing Lenders had Revolving Loan Commitments in an aggregate
principal amount immediately preceding the Restatement Date of $10,000,000. As
of the Restatement Date, but immediately prior to the consummation of the
assignment and assumption transactions contemplated by the Master Assignment
Agreement, the aggregate outstanding principal amount of (x) Existing AXELs
Series A was $56,931,180, (y) Existing AXELs Series B was $53,885,820 and (z)
Revolving Loans was $9,499,670.75. Immediately prior to the effectiveness of
this Agreement, pursuant to the Master Assignment Agreement, certain of the
Existing Lenders are selling and assigning all of their respective rights in and
to, and all of their respective obligations under, the Existing AXELs Series A,
Existing AXELs Series B and Revolving Loans owing to such Existing Lender and
the Revolving Loan Commitment of such Existing Lender, to certain of the
Lenders, in the amounts and subject to the terms set forth in such Master
Assignment Agreement.

                  (i)      Conversion of Existing AXELs into Term Loans.

                  (a) Conversion of Existing AXELs into Tranche A Term Loans.
                  Subject to the terms and conditions of this Agreement and in
                  reliance upon the representations and warranties of Company
                  herein set forth, as of the Restatement Date and immediately
                  following the consummation of the assignment and assumption
                  transactions contemplated by the Master Assignment Agreement,
                  $56,931,180 in aggregate principal amount of Existing AXELs
                  Series A which were outstanding under the Existing Credit
                  Agreement and $20,068,820 in aggregate principal amount of
                  Existing AXELs Series B which were outstanding under the
                  Existing Credit Agreement shall be converted into and shall
                  thereafter be $77,000,000 in outstanding principal amount of
                  Tranche A Term Loans for all purposes under this Agreement. On
                  the Restatement Date and immediately following the
                  consummation of the assignment and assumption transactions
                  contemplated by the Master Assignment Agreement, the aggregate
                  outstanding principal amount of Tranche A Term Loans

                                       36












<PAGE>


                  of each Lender which have been converted from Existing AXELs
                  Series A and Existing AXELs Series B as provided in the first
                  sentence of this subsection 2.1A(i)(a) is set forth opposite
                  the name of that Lender on Schedule 2.1 annexed hereto and the
                  aggregate outstanding principal amount of the Tranche A Term
                  Loans on the Restatement Date is $77,000,000. Any amounts owed
                  (whether or not presently due and payable) by Company to a
                  Lender under or in respect of an Existing AXEL converted into
                  a Tranche A Term Loan shall, as of the Restatement Date and
                  immediately following the consummation of the assignment
                  and assumption transactions contemplated by the Master
                  Assignment Agreement, be deemed to be owed under or
                  in respect of the Tranche A Term Loan into which such
                  Existing AXEL was converted and such amounts shall
                  thereafter be evidenced by the Tranche A Term Note delivered
                  by Company to or on behalf of such Lender pursuant to
                  subsection 2.1E(i). In connection with the conversion of the
                  Existing AXELs into Tranche A Term Loans pursuant to this
                  subsection 2.1A(i)(a), Company shall be required to satisfy
                  the conditions set forth in Section 3.2 and Section 3.3;
                  provided that Company shall not be required to deliver a
                  Notice of Borrowing with respect to such conversion. The
                  Existing AXEL Notes issued by Company in favor of Existing
                  Lenders pursuant to subsection 2.1E(i) of the Existing Credit
                  Agreement shall be of no further force and effect and each
                  Lender, or Agent on behalf of such Lender, shall return to
                  Company for cancellation the Existing AXEL Note held by such
                  Lender. Amounts repaid or prepaid with respect to the Tranche
                  A Term Loans may not be reborrowed.

                  (b) Conversion of Existing AXELs Series B into Tranche B Term
                  Loans. Subject to the terms and conditions of this Agreement
                  and in reliance upon the representations and warranties of
                  Company herein set forth, as of the Restatement Date and
                  immediately following the consummation of the assignment and
                  assumption transactions contemplated by the Master Assignment
                  Agreement, $33,817,000 in aggregate principal amount of
                  Existing AXELs Series B which were outstanding under the
                  Existing Credit Agreement shall be converted into and shall
                  thereafter be $33,817,000 in outstanding principal amount of
                  Tranche B Term Loans for all purposes under this Agreement. On
                  the Restatement Date and immediately following the
                  consummation of the assignment and assumption transactions
                  contemplated by the Master Assignment Agreement, the aggregate
                  outstanding principal amount of the Tranche B Term Loans of
                  each Lender which have been converted from Existing AXELs
                  Series B as provided in the first sentence of this subsection
                  2.1A(i)(b) is set forth opposite the name of that Lender on
                  Schedule 2.1 annexed hereto and the aggregate outstanding
                  principal amount of the Tranche B Term Loans is $33,817,000.
                  Any amounts owed (whether or not presently due and payable) by
                  Company to a Lender under or in respect of an Existing AXELs
                  Series B converted into a Tranche B Term Loan shall, as of the
                  Restatement Date and immediately following the consummation of
                  the assignment and assumption transactions contemplated by the
                  Master Assignment Agreement, be deemed to be owed under or in
                  respect of the Tranche B Term Loan into which such Existing
                  AXELs Series B was converted and such amounts shall thereafter
                  be evidenced by the Tranche B Term Note delivered

                                       37












<PAGE>


                  by Company to or on behalf of such Lender pursuant to
                  subsection 2.1E(ii). In connection with the conversion of
                  the Existing AXELs Series B into Tranche B Term Loans pursuant
                  to this subsection 2.1A(i)(b), Company shall be required to
                  satisfy the conditions set forth in Section 3.2 and Section
                  3.3; provided that Company shall not be required to deliver a
                  Notice of Borrowing with respect to such conversion. The
                  Existing AXEL Notes issued by Company in favor of Existing
                  Lenders pursuant to subsection 2.1E(ii) of the Existing Credit
                  Agreement shall be of no further force and effect and each
                  Lender, or Agent on behalf of such Lender, shall return to
                  Company for cancellation the Existing AXEL Note held by such
                  Lender. Amounts repaid or prepaid with respect to the Tranche
                  B Term Loans may not be reborrowed.

                  (ii) Revolving Loans. Subject to the terms and conditions of
         this Agreement and in reliance upon the representations and warranties
         of Company, each Lender having a Revolving Loan Commitment severally
         agrees, subject to the limitations set forth below with respect to the
         maximum amount of Revolving Loans permitted to be outstanding from time
         to time, to (a) maintain its outstanding Revolving Loans and (b) to
         make additional Revolving Loans to Company from time to time during the
         period from the Restatement Date to but excluding the Revolving Loan
         Commitment Termination Date, in an aggregate amount not exceeding its
         Pro Rata Share of the aggregate amount of the Revolving Loan
         Commitments to be used for the purposes identified in subsection 2.5B.
         On the Restatement Date, simultaneously with the effectiveness of this
         Agreement but without giving effect to any borrowings hereunder, the
         aggregate outstanding principal amount of Revolving Loans was
         $9,499,670.75. The aggregate amount of each Lender's outstanding
         Revolving Loans on the Restatement Date, simultaneously with the
         effectiveness of this Agreement but without giving effect to any
         borrowings hereunder, is set forth opposite its name on Schedule 2.1
         annexed hereto. The original amount of each Lender's Revolving Loan
         Commitment is set forth opposite its name on Schedule 2.1 annexed
         hereto and the aggregate original amount of the Revolving Loan
         Commitments is $15,000,000; provided that the Revolving Loan
         Commitments of Lenders shall be adjusted to give effect to any
         assignments of the Revolving Loan Commitments pursuant to subsection
         9.1B; and provided, further that the amount of the Revolving Loan
         Commitments shall be reduced from time to time by the amount of any
         reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii).
         Each Lender's Revolving Loan Commitment shall expire on the Revolving
         Loan Commitment Termination Date and all Revolving Loans and all other
         amounts owed hereunder with respect to the Revolving Loans and the
         Revolving Loan Commitments shall be paid in full no later than that
         date; provided that each Lender's Revolving Loan Commitment shall
         expire immediately and without further action on December 18, 1997 if
         the Existing AXELs are not converted to Tranche A Term Loans and
         Tranche B Term Loans on or before that date. Amounts borrowed under
         this subsection 2.1A(ii) may be repaid and reborrowed to but excluding
         the Revolving Loan Commitment Termination Date.

                  Anything contained in this Agreement to the contrary
         notwithstanding, in no event shall the Total Utilization of Revolving
         Loan Commitments at any time exceed the lesser of (1) the Revolving
         Loan Commitments then in effect and (2) the Borrowing Base as then in
         effect.


                                       38












<PAGE>



         B. BORROWING MECHANICS. Revolving Loans made on any Funding Date shall
be in an aggregate minimum amount of $1,000,000 and integral multiples of
$500,000 in excess of that amount. Whenever Company desires that Lenders make
Revolving Loans it shall deliver to Agent a Notice of Borrowing no later than
10:00 A.M. (New York City time) at least three Business Days in advance of the
proposed Funding Date (in the case of a Eurodollar Rate Loan) or on the proposed
Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall
specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the
amount and type of Loans requested, (iii) in the case of any Loans made on the
Restatement Date, that such Loans shall be Base Rate Loans, (iv) whether
such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and
(v) in the case of any Loans requested to be made as Eurodollar Rate
Loans, the initial Interest Period requested therefor. Term Loans and
Revolving Loans may be continued as or converted into Base Rate
Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In
lieu of delivering the above-described Notice of Borrowing, Company may give
Agent telephonic notice by the required time of any proposed borrowing under
this subsection 2.1B; provided that such notice shall be promptly confirmed in
writing by delivery of a Notice of Borrowing to Agent on or before the
applicable Funding Date.

         Neither Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to borrow on behalf of Company or for otherwise acting in good faith under this
subsection 2.1B, and upon funding of Loans by Lenders in accordance with this
Agreement pursuant to any such telephonic notice Company shall have effected
Loans hereunder.

         Company shall notify Agent prior to the funding of any Loans in the
event that any of the matters to which Company is required to certify in the
applicable Notice of Borrowing is no longer true and correct as of the
applicable Funding Date, and the acceptance by Company of the proceeds of any
Loans shall constitute a re-certification by Company, as of the applicable
Funding Date, as to the matters to which Company is required to certify in the
applicable Notice of Borrowing.

         Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith.

         C. DISBURSEMENT OF FUNDS. All Revolving Loans under this Agreement
shall be made by Lenders simultaneously and proportionately to their respective
Pro Rata Shares, it being understood that no Lender shall be responsible for any
default by any other Lender in that other Lender's obligation to make a
Revolving Loan requested hereunder nor shall the Revolving Loan Commitment of
any Lender be increased or decreased as a result of a default by any other
Lender in that other Lender's obligation to make a Revolving Loan requested
hereunder. Promptly after receipt by Agent of a Notice of Borrowing pursuant to
subsection 2.1B (or telephonic notice in lieu thereof), Agent shall notify each
Lender of the proposed borrowing. Each Lender shall make the amount of its
Revolving Loan available to Agent not later than 12:00 Noon (New York City time)
on the applicable Funding Date, in same day funds in Dollars, at the Funding and
Payment Office.

                                       39












<PAGE>


Upon satisfaction or waiver of the conditions precedent
specified in subsections 3.2 (in the case of Revolving Loans made on the
Restatement Date) and 3.3 (in the case of all Revolving Loans), Agent shall make
the proceeds of such Revolving Loans available to Company on the applicable
Funding Date by causing an amount of same day funds in Dollars equal to the
proceeds of all such Revolving Loans received by Agent from Lenders to be
credited to the account of Company at such account as Company shall specify in
writing.


         Unless Agent shall have been notified by any Lender prior to the
Funding Date for any Revolving Loans that such Lender does not intend to make
available to Agent the amount of such Lender's Revolving Loan requested on such
Funding Date, Agent may assume that such Lender has made such amount available
to Agent on such Funding Date and Agent may, in its sole discretion, but shall
not be obligated to, make available to Company a corresponding amount on such
Funding Date. If such corresponding amount is not in fact made available to
Agent by such Lender, Agent shall be entitled to recover such corresponding
amount on demand from such Lender together with interest thereon, for each day
from such Funding Date until the date such amount is paid to Agent, at the
customary rate set by Agent for the correction of errors among banks for three
Business Days and thereafter at the Base Rate. If such Lender does not pay such
corresponding amount forthwith upon Agent's demand therefor, Agent shall
promptly notify Company and Company shall immediately pay such corresponding
amount to Agent together with interest thereon, for each day from such Funding
Date until the date such amount is paid to Agent, at the rate payable under this
Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed
to relieve any Lender from its obligation to fulfill its Revolving Loan
Commitment hereunder or to prejudice any rights that Company may have against
any Lender as a result of any default by such Lender hereunder.

         D.       THE REGISTER.

                  (i) Agent shall maintain, at its address referred to in
         subsection 9.8, a register for the recordation of the names and
         addresses of Lenders and the Revolving Loan Commitment and Loans of
         each Lender from time to time (the "REGISTER"). The Register shall be
         available for inspection by Company or any Lender at any reasonable
         time and from time to time upon reasonable prior notice.

                  (ii) Agent shall record in the Register the Revolving Loan
         Commitment and the Tranche A Term Loans, Tranche B Term Loans and
         Revolving Loans from time to time of each Lender, and each repayment or
         prepayment in respect of the principal amount of the Tranche A Term
         Loans, Tranche B Term Loans or Revolving Loans of each Lender. Any such
         recordation shall be conclusive and binding on Company and each Lender,
         absent manifest error; provided that failure to make any such
         recordation, or any error in such recordation, shall not affect any
         Lender's Revolving Loan Commitment or Company's Obligations in respect
         of any applicable Loans.

                  (iii) Each Lender shall record on its internal records
         (including the Notes held by such Lender) the amount of the Tranche A
         Term Loans, Tranche B Term Loans and each Revolving Loan made by it and
         each payment in respect thereof. Any such recordation shall

                                       40












<PAGE>


         be conclusive and binding on Company, absent manifest error; provided
         that failure to make any such recordation, or any error in such
         recordation, shall not affect any Lender's Revolving Loan Commitment or
         Company's Obligations in respect of any applicable Loans; and provided,
         further that in the event of any inconsistency between the Register and
         any Lender's records, the recordations in the Register shall govern.

                  (iv)     Company, Agent and Lenders shall deem and treat the
         Persons listed as Lenders in the Register as the holders and owners of
         the corresponding Revolving Loan Commitments and Loans listed
         therein for all purposes hereof, and no assignment or transfer
         of any such Revolving Loan Commitment or Loan shall be effective,
         in each case unless and until an Assignment Agreement effecting
         the assignment or transfer thereof shall have been accepted by
         Agent and recorded in the Register as provided in subsection 9.1B(ii).
         Prior to such recordation, all amounts owed with respect to the
         applicable Revolving Loan Commitment or Loan shall be
         owed to the Lender listed in the Register as the owner thereof, and any
         request, authority or consent of any Person who, at the time of making
         such request or giving such authority or consent, is listed in the
         Register as a Lender shall be conclusive and binding on any subsequent
         holder, assignee or transferee of the corresponding Revolving Loan
         Commitments or Loans.

                  (v) Company hereby designates BTCo to serve as Company's agent
         solely for purposes of maintaining the Register as provided in this
         subsection 2.1D, and Company hereby agrees that, to the extent BTCo
         serves in such capacity, BTCo and its officers, directors, employees,
         agents and affiliates shall constitute Indemnitees for all purposes
         under subsection 9.3.

          E. NOTES. Company shall execute and deliver on the Restatement Date to
each Lender (or to Agent for that Lender) (i) a Tranche A Term Note
substantially in the form of Exhibit III annexed hereto to evidence that
Lender's Tranche A Term Loan, in the principal amount of that Lender's Tranche A
Term Loan and with other appropriate insertions, (ii) a Tranche B Term Loan Note
substantially in the form of Exhibit IV annexed hereto to evidence that Lender's
Tranche B Term Loan, in the principal amount of that Lender's Tranche B Term
Loan and with other appropriate insertions, and (iii) a Revolving Note
substantially in the form of Exhibit V annexed hereto to evidence that Lender's
Revolving Loans, in the principal amount of that Lender's Revolv- ing Loan
Commitment and with other appropriate insertions.

 2.2 INTEREST ON THE LOANS.

         A. RATE OF INTEREST. Subject to the provisions of subsections 2.6 and
2.7, each Term Loan and each Revolving Loan shall bear interest on the unpaid
principal amount thereof from the date made through maturity (whether by
acceleration or otherwise) at a rate determined by reference to the Base Rate or
the Adjusted Eurodollar Rate. The applicable basis for determining the rate of
interest with respect to any Term Loan or any Revolving Loan shall be selected
by Company initially at the time a Notice of Borrowing is given with respect to
such Loan pursuant to subsection 2.1B, and the basis for determining the
interest rate with respect to any Term Loan or any Revolving Loan may be changed
from time to time pursuant to subsection 2.2D; provided that

                                       41












<PAGE>


Company may not select the Adjusted Eurodollar Rate until the earlier of (i) the
date the Agent advises Company that the Term Loans have been fully syndicated
and (ii) the date which is two months after the Restatement Date. If on any day
a Term Loan or Revolving Loan is outstanding with respect to which notice has
not been delivered to Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then
for that day that Loan shall bear interest determined by reference to the
Base Rate.


         Subject to the provisions of subsections 2.2E and 2.7, the Tranche A
Term Loans and the Revolving Loans shall bear interest through maturity as
follows:

                  (i)      if a Base Rate Loan, then at the sum of the Base Rate
         plus the Applicable Margin in effect from time to time; or

                  (ii) if a Eurodollar Rate Loan, then at the sum of the
         Adjusted Eurodollar Rate plus the Applicable Margin in effect from time
         to time during the applicable Interest Period.

         Subject to the provisions of subsections 2.2E and 2.7, the Tranche B
Term Loans shall bear interest through maturity as follows:

                  (i)      if a Base Rate Loan, then at the sum of the Base Rate
          plus 2.25% per annum;
          or

                  (ii)     if a Eurodollar Rate Loan, then at the sum of the
         Adjusted Eurodollar Rate  plus 3.25% per annum.
          B. INTEREST PERIODS. In connection with each Eurodollar Rate Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three or six month period; provided
that:
                  (i) the initial Interest Period for any Eurodollar Rate Loan
         shall commence on the Funding Date in respect of such Loan, in the case
         of a Loan initially made as a Eurodollar Rate Loan, or on the date
         specified in the applicable Notice of Conversion/Continuation, in the
         case of a Loan converted to a Eurodollar Rate Loan;

                  (ii) in the case of immediately successive Interest Periods
         applicable to a Eurodollar Rate Loan continued as such pursuant to a
         Notice of Conversion/Continuation, each successive Interest Period
         shall commence on the day on which the next preceding Interest Period
         expires;

                  (iii) if an Interest Period would otherwise expire on a day
         that is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day; provided that, if any Interest Period
         would otherwise expire on a day that is not a Business Day but is a

                                       42












<PAGE>


         day of the month after which no further Business Day occurs in such
         month, such Interest Period shall expire on the next preceding
         Business Day;

                  (iv) any Interest Period that begins on the last Business Day
         of a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period) shall, subject to clause (v) of this subsection 2.2B, end on
         the last Business Day of a calendar month;


                  (v) no Interest Period with respect to any portion of the
         Tranche A Term Loans or the Tranche B Term Loans shall extend beyond
         December 31, 2004, and no Interest Period with respect to any portion
         of the Revolving Loans shall extend beyond the Revolving Loan
         Commitment Termination Date;

                  (vi) no Interest Period with respect to any portion of the
         Tranche A Term Loans or Tranche B Term Loans shall extend beyond a date
         on which Company is required to make a scheduled payment of principal
         of the Tranche A Term Loans or Tranche B Term Loans, as the case may
         be, unless the sum of (a) the aggregate principal amount of Tranche A
         Term Loans or Tranche B Term Loans, as the case may be, that are Base
         Rate Loans plus (b) the aggregate principal amount of Tranche A Term
         Loans or Tranche B Term Loans, as the case may be, that are Eurodollar
         Rate Loans with Interest Periods expiring on or before such date equals
         or exceeds the principal amount required to be paid on the Tranche A
         Term Loans or Tranche B Term Loans, as the case may be, on such date;

                  (vii)    there shall be no more than seven Interest Periods
         outstanding at any time; and

                  (viii) in the event Company fails to specify an Interest
         Period for any Eurodollar Rate Loan in the applicable Notice of
         Borrowing or Notice of Conversion/Continuation, Company shall be deemed
         to have selected an Interest Period of one month.
          C. INTEREST PAYMENTS. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity); provided that in the event any Revolving Loans that are Base Rate
Loans are prepaid pursuant to subsection 2.4B(i), interest accrued on such
Revolving Loans through the date of such prepayment shall be payable on the next
succeeding Interest Payment Date applicable to Base Rate Loans (or, if earlier,
at final maturity).
         D. CONVERSION OR CONTINUATION. Subject to the provisions of subsection
2.6, Company shall have the option (i) to convert at any time all or any part of
its outstanding Tranche A Term Loans, Tranche B Term Loans or Revolving Loans
equal to $1,000,000 and integral multiples of $500,000 in excess of that amount
from Loans bearing interest at a rate determined by reference to one basis to
Loans bearing interest at a rate determined by reference to an alternative basis
or (ii) upon the expiration of any Interest Period applicable to a Eurodollar
Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and
integral multiples of $500,000 in excess of

                                       43












<PAGE>


that amount as a Eurodollar Rate Loan; provided, however, that a Eurodollar
Rate Loan may only be converted into a Base Rate Loan on the expiration date
of an Interest Period applicable thereto.

         Company shall deliver a Notice of Conversion/Continuation to Agent no
later than 10:00 A.M. (New York City time) at least one Business Day in advance
of the proposed conversion date (in the case of a conversion to a Base Rate
Loan) and at least three Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify
(i) the proposed conversion/continuation date (which shall be a Business Day),
(ii) the amount and type of the Loan to be converted/continued, (iii) the
nature of the proposed conversion/continuation, (iv) in the case of a
conversion to, or a continuation of, a Eurodollar Rate Loan, the
requested Interest Period, and (v) in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan, that no Potential Event of Default or
Event of Default has occurred and is continuing. In lieu of delivering the
above-described Notice of Conversion/Continuation, Company may give Agent
telephonic notice by the required time of any proposed conversion/continuation
under this subsection 2.2D; provided that such notice shall be promptly
confirmed in writing by delivery of a Notice of Conversion/Continuation to Agent
on or before the proposed conversion/continuation date. Upon receipt of written
or telephonic notice of any proposed conversion/continuation under this
subsection 2.2D, Agent shall promptly transmit such notice by telefacsimile or
telephone to each Lender.

         Neither Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Agent believes in good
faith to have been given by a duly authorized officer or other person authorized
to act on behalf of Company or for otherwise acting in good faith under this
subsection 2.2D, and upon conversion or continuation of the applicable basis for
determining the interest rate with respect to any Loans in accordance with this
Agreement pursuant to any such telephonic notice Company shall have effected a
conversion or continuation, as the case may be, hereunder.

         Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a
Notice of Conversion/Continuation for conversion to, or continuation of, a
Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable
on and after the related Interest Rate Determination Date, and Company shall be
bound to effect a conversion or continuation in accordance therewith.

         E. DEFAULT RATE. Upon the occurrence and during the continuation of any
Event of Default, the outstanding principal amount of all Loans and, to the
extent permitted by applicable law, any interest payments thereon not paid when
due and any fees and other amounts then due and payable hereunder, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable upon
demand at a rate that is 2% per annum in excess of the interest rate otherwise
payable under this Agreement with respect to the applicable Loans (or, in the
case of any such fees and other amounts, at a rate which is 2% per annum in
excess of the interest rate otherwise payable under this Agreement for Base Rate
Loans); provided that, in the case of Eurodollar Rate Loans, upon the expiration
of the Interest Period in effect at the time any such increase in interest rate
is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans
and shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement

                                       44












<PAGE>


for Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Agent or any Lender.

         F. COMPUTATION OF INTEREST. Interest on the Loans shall be computed on
the basis of a 360-day year, for the actual number of days elapsed in the period
during which it accrues. In computing interest on any Loan, the date of the
making of such Loan or the first day of an Interest Period applicable to such
Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan, as the case may be, shall be included, and the date of payment of such
Loan or the expiration date of an Interest Period applicable to such Loan or,
with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the
date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the
case may be, shall be excluded; provided that if a Loan is repaid on the same
day on which it is made, one day's interest shall be paid on that Loan.

2.3      FEES.

          A. COMMITMENT FEES. Company agrees to pay to Agent, for distribution
to each Lender in proportion to that Lender's Pro Rata Share of the Revolving
Loan Commitments, commitment fees for the period from and including the
Restatement Date to and excluding the Revolving Loan Commitment Termination Date
equal to the average of the daily excess of the Revolving Loan Commitments over
the aggregate principal amount of outstanding Revolving Loans, multiplied by 1/2
of 1% per annum, such commitment fees to be calculated on the basis of a 360-day
year and the actual number of days elapsed and to be payable quarterly in
arrears on February 1, May 1, August 1 and November 1 of each year, commencing
on the first such date to occur after the Restatement Date, and on the Revolving
Loan Commitment Termination Date.

          B. OTHER FEES. Company agrees to pay to Agent such other fees in the
amounts and at the times separately agreed upon between Company and Agent.

2.4      REPAYMENTS; PREPAYMENTS; REDUCTIONS IN REVOLVING LOAN COMMITMENTS;
GENERAL PROVISIONS REGARDING PAYMENTS; APPLICATION OF PROCEEDS OF COLLATERAL
AND PAYMENTS  UNDER GUARANTIES.

         A.       SCHEDULED PAYMENTS OF TERM LOANS.

                  (i)      Scheduled Payments of Tranche A Term Loans.  Company
         shall make   principal payments on the Tranche A Term Loans in
         installments on the dates and in the  amounts set forth below:
                                       45










<PAGE>


<TABLE>
<CAPTION>

=======================================================================================
                   (A)                                         (B)

                                                            SCHEDULED

                 PAYMENT                                  REPAYMENT OF
                  DATE                                TRANCHE A TERM LOANS

=======================================================================================
<S>                                                       <C>

                09/30/98                             $1,000,000

---------------------------------------------------------------------------------------
                12/31/98                             $1,000,000

---------------------------------------------------------------------------------------
                03/31/99                             $2,500,000

---------------------------------------------------------------------------------------
                06/30/99                             $2,500,000

---------------------------------------------------------------------------------------
                09/30/99                             $2,500,000

---------------------------------------------------------------------------------------
                12/31/99                             $2,500,000

---------------------------------------------------------------------------------------
                03/31/00                             $3,000,000

---------------------------------------------------------------------------------------
                06/30/00                             $3,000,000

---------------------------------------------------------------------------------------
                09/30/00                             $3,000,000

---------------------------------------------------------------------------------------
                12/31/00                             $3,000,000

---------------------------------------------------------------------------------------
                03/31/01                             $3,000,000

---------------------------------------------------------------------------------------
                06/30/01                             $3,000,000

---------------------------------------------------------------------------------------
                09/30/01                             $3,000,000

---------------------------------------------------------------------------------------
                12/31/01                             $3,000,000

---------------------------------------------------------------------------------------
                03/31/02                             $3,250,000

---------------------------------------------------------------------------------------
                06/30/02                             $3,250,000

---------------------------------------------------------------------------------------
                09/30/02                             $3,250,000

---------------------------------------------------------------------------------------
                12/31/02                             $3,250,000

---------------------------------------------------------------------------------------
                03/31/03                             $3,500,000

---------------------------------------------------------------------------------------
                06/30/03                             $3,500,000

---------------------------------------------------------------------------------------
                09/30/03                             $3,500,000

---------------------------------------------------------------------------------------
                12/31/03                             $3,500,000

---------------------------------------------------------------------------------------
                03/31/04                             $3,500,000

---------------------------------------------------------------------------------------
                06/30/04                             $3,500,000
---------------------------------------------------------------------------------------
                09/30/04                             $3,500,000
---------------------------------------------------------------------------------------

</TABLE>


                                         46












<PAGE>
<TABLE>
<CAPTION>

=======================================================================================
                   (A)                                         (B)

                                                            SCHEDULED
                 PAYMENT                                  REPAYMENT OF
                  DATE                                TRANCHE A TERM LOANS

=======================================================================================
<S>                                                       <C>
---------------------------------------------------------------------------------------
                12/31/04                             $3,500,000
---------------------------------------------------------------------------------------
                  TOTAL                              $77,000,000
=======================================================================================
</TABLE>

         ; provided that the scheduled installments of principal of the Tranche
         A Term Loans set forth above shall be reduced in connection with any
         voluntary or mandatory prepayments of the Tranche A Term Loans in
         accordance with subsection 2.4B(iv); and provided, further that the
         Tranche A Term Loans and all other amounts owed hereunder with respect
         to the Tranche A Term Loans shall be paid in full no later than
         December 31, 2004, and the final installment payable by Company
         in respect of the Tranche A Term Loans on such date shall be in an
         amount, if such amount is different from that specified above,
         sufficient to repay all amounts owing by Company under this
         Agreement with respect to the Tranche A Term Loans.

                  (ii)     Scheduled Payments of Tranche B Term Loans.  Company
         shall make  principal payments on the Tranche B Term Loans in
         installments on the dates and in the amounts set forth below:
<TABLE>
<CAPTION>

==========================================================================================
                  (A)                                           (B)
                                                             Scheduled
                Payment                                    Repayment of
                  Date                                 Tranche B Term Loans

==========================================================================================
<S>                                                          <C>

                09/30/98                             $250,000

------------------------------------------------------------------------------------------
                12/31/98                             $250,000

------------------------------------------------------------------------------------------
                03/31/99                             $250,000

------------------------------------------------------------------------------------------
                06/30/99                             $250,000

------------------------------------------------------------------------------------------
                09/30/99                             $250,000

------------------------------------------------------------------------------------------
                12/31/99                             $250,000

------------------------------------------------------------------------------------------
                03/31/00                             $250,000

------------------------------------------------------------------------------------------
                06/30/00                             $250,000

------------------------------------------------------------------------------------------
                09/30/00                             $250,000

------------------------------------------------------------------------------------------
                12/31/00                             $250,000
------------------------------------------------------------------------------------------
</TABLE>

                                                   47










<PAGE>

<TABLE>
<CAPTION>

=======================================================================================
                   (A)                                         (B)
                                                            SCHEDULED
                 PAYMENT                                  REPAYMENT OF
                  DATE                                TRANCHE A TERM LOANS

=======================================================================================
<S>                                                       <C>
------------------------------------------------------------------------------------------
                03/31/01                             $250,000

------------------------------------------------------------------------------------------
                06/30/01                             $250,000

------------------------------------------------------------------------------------------
                09/30/01                             $250,000

------------------------------------------------------------------------------------------
                12/31/01                             $250,000

------------------------------------------------------------------------------------------
                03/31/02                             $250,000

------------------------------------------------------------------------------------------
                06/30/02                             $250,000

------------------------------------------------------------------------------------------
                09/30/02                             $250,000

------------------------------------------------------------------------------------------
                12/31/02                             $250,000

------------------------------------------------------------------------------------------
                03/31/03                             $250,000

------------------------------------------------------------------------------------------
                06/30/03                             $250,000

------------------------------------------------------------------------------------------
                09/30/03                             $250,000

------------------------------------------------------------------------------------------
                12/31/03                             $250,000

------------------------------------------------------------------------------------------
                03/31/04                            $7,000,000

------------------------------------------------------------------------------------------
                06/30/04                            $7,000,000

------------------------------------------------------------------------------------------
                09/30/04                            $7,000,000

------------------------------------------------------------------------------------------
                12/31/04                            $7,317,000

------------------------------------------------------------------------------------------
                 TOTAL                              $33,817,000

==========================================================================================
</TABLE>

         ; provided that the scheduled installments of principal of the Tranche
         B Term Loans set forth above shall be reduced in connection with any
         voluntary or mandatory prepayments of the Tranche B Term Loans in
         accordance with subsection 2.4B(iv); and provided, further that the
         Tranche B Term Loans and all other amounts owed hereunder with respect
         to the Tranche B Term Loans shall be paid in full no later than
         December 31, 2004, and the final installment payable by Company in
         respect of the Tranche B Term Loans on such date shall be in an amount,
         if such amount is different from that specified above, sufficient to
         repay all amounts owing by Company under this Agreement with respect to
         the Tranche B Term Loans.


                                                         48












<PAGE>

         B.       PREPAYMENTS; REDUCTIONS IN REVOLVING LOAN COMMITMENTS.

                  (i) Voluntary Prepayments. Company may, upon not less than one
         Business Day's prior written or telephonic notice, in the case of Base
         Rate Loans, and three Business Days' prior written or telephonic
         notice, in the case of Eurodollar Rate Loans, in each case given to
         Agent by 12:00 Noon (New York City time) on the date required and, if
         given by telephone, promptly confirmed in writing to Agent (which
         original written or telephonic notice Agent will promptly transmit by
         telefacsimile or telephone to each Lender), at any time and from time
         to time prepay any Tranche A Term Loans, Tranche B Term Loans or
         Revolving Loans on any Business Day in whole or in part in an aggregate
         minimum amount of $1,000,000 and integral multiples of $500,000 in
         excess of that amount. Notice of prepayment having been given as
         aforesaid, the principal amount of the Loans specified in such notice
         shall become due and payable on the prepayment date specified therein.
         Any such voluntary prepayment shall be applied as specified in
         subsection 2.4B(iv).

                  (ii)     Voluntary Reductions of Revolving Loan Commitments.
         Company may, upon   not less than three Business Days' prior written or
         telephonic notice confirmed in writing to


         Agent (which original written or telephonic notice Agent will promptly
         transmit by telefacsimile or telephone to each Lender), at any time and
         from time to time terminate in whole or permanently reduce in part,
         without premium or penalty, the Revolving Loan Commitments in an amount
         up to the amount by which the Revolving Loan Commitments exceed the
         Total Utilization of Revolving Loan Commitments at the time of such
         proposed termination or reduction; provided that any such partial
         reduction of the Revolving Loan Commitments shall be in an aggregate
         minimum amount of $1,000,000 and integral multiples of $500,000 in
         excess of that amount. Company's notice to Agent shall designate the
         date (which shall be a Business Day) of such termination or reduction
         and the amount of any partial reduction, and such termination or
         reduction of the Revolving Loan Commitments shall be effective on the
         date specified in Company's notice and shall reduce the Revolving Loan
         Commitment of each Lender proportionately to its Pro Rata Share of the
         Revolving Loan Commitments.

                  (iii) Mandatory Prepayments; Mandatory Reductions of Revolving
         Loan Commitments. The Loans shall be prepaid and/or the Revolving Loan
         Commitments shall be permanently reduced in the amounts and under the
         circumstances set forth below, all such prepayments to be applied as
         set forth below or as more specifically provided in subsection
         2.4B(iv):

                           (a) Prepayments and Reductions From Net Asset Sale
                  Proceeds. No later than the first Business Day following the
                  date of receipt by BCC or any of its Subsidiaries of any Net
                  Asset Sale Proceeds in respect of any Asset Sale, Company
                  shall prepay the Loans and/or the Revolving Loan Commitments
                  shall be permanently reduced in an aggregate amount equal to
                  such Net Asset Sale Proceeds. Notwithstanding the foregoing,
                  Company shall not be required to make a prepayment pursuant to
                  this subsection 2.4B(iii)(a) (1) if the aggregate Net Asset
                  Sale Proceeds received (x) upon any single Asset Sale or
                  series of related Asset Sales are less than

                                                         49












<PAGE>


                  $2,000,000 and (y) are less than $5,000,000 in the aggregate
                  for all Asset Sales since the Restatement Date (excluding for
                  purposes of  calculating such $5,000,000 aggregate
                  amount any single Asset  Sale or series of related
                  Asset Sales for which the Net Asset Sale Proceeds received
                  are less than $250,000) or (2) if the  Net Asset Sale
                  Proceeds are deposited by Company in the Company
                  Collateral Account pending reinvestment of such Net
                  Asset Sale Proceeds in a Permitted Acquisition that shall be
                  consummated within 120 days of the receipt of such Net Asset
                  Sale Proceeds by BCC or any of its Subsidiaries; provided,
                  however, that the aggregate Net Asset Sale Proceeds which are
                  held in the Company Collateral Account as of any date of
                  determination shall not exceed $15,000,000; and provided
                  further that if within 120 days of BCC's or any of its
                  Subsidiary's receipt of any Net Asset Sale Proceeds, Company
                  has not applied all or any portion of such Net Asset Sale
                  Proceeds (such unapplied amount, the "UNAPPLIED AMOUNT") held
                  in the Company Collateral Account to a Permitted Acquisition
                  consummated within such 120 days, Agent shall, and Company
                  hereby authorizes Agent to, apply an amount of such Net Asset
                  Sale Proceeds held in the Company Collateral Account equal to
                  the Unapplied Amount to prepay the Loans and/or permanently
                  reduce the Revolving Loan Commitments.

                           (b) Prepayments and Reductions from Net
                  Insurance/Condemnation Proceeds. No later than the second
                  Business Day following the date of receipt by Agent or by BCC
                  or any of its Subsidiaries of any Net Insurance/Condemnation
                  Proceeds that are required to be applied to prepay the Loans
                  and/or reduce the Revolving Loan Commitments pursuant to the
                  provisions of subsection 5.4C, Company shall prepay the Loans
                  and/or the Revolving Loan Commitments shall be permanently
                  reduced in an aggregate amount equal to the amount of such Net
                  Insurance/Condemnation Proceeds.

                           (c) Prepayments and Reductions Due to Reversion of
                  Surplus Assets of Pension Plans. On the date of return to BCC
                  or any of its Subsidiaries of any surplus assets of any
                  pension plan of BCC or any of its Subsidiaries, Company shall
                  prepay the Loans and/or the Revolving Loan Commitments shall
                  be permanently reduced in an aggregate amount (such amount
                  being the "NET PENSION PROCEEDS") equal to 100% of such
                  returned surplus assets, net of transaction costs and expenses
                  incurred in obtaining such return, including incremental taxes
                  payable as a result thereof.

                           (d) Prepayments and Reductions Due to Issuance of
                  Equity Securities. No later than the first Business Day
                  following the date of receipt by Company at any time after the
                  Restatement Date of the Cash proceeds (any such proceeds, net
                  of underwriting discounts and commissions and other reasonable
                  costs and expenses associated therewith, including reasonable
                  legal fees and expenses, being "NET SECURITIES PROCEEDS") from
                  the issuance of any equity Securities of Company, Company
                  shall prepay the Loans and/or the Revolving Loan Commitments
                  shall be permanently reduced in an aggregate amount equal to
                  such Net Securities Proceeds.


                                       50












<PAGE>



                           (e) Prepayments and Reductions from Consolidated
                  Excess Cash Flow. In the event that there shall be
                  Consolidated Excess Cash Flow for any Fiscal Year (commencing
                  with Fiscal Year 1998), Company shall, no later than 100 days
                  after the end of such Fiscal Year, prepay the Loans and/or the
                  Revolving Loan Commitments shall be permanently reduced in an
                  aggregate amount equal to 50% of such Consolidated Excess Cash
                  Flow.

                           (f) Prepayments Upon Receipt of Capital Contributions
                  from BCC. Upon receipt by Company at any time after the
                  Acquisition Date of any capital contribution from BCC of the
                  Cash proceeds (any such proceeds, net of underwriting
                  discounts and commissions and other reasonable costs and
                  expenses associated therewith, including reasonable legal fees
                  and expenses, being "NET CONTRIBUTION PROCEEDS") from the
                  issuance of (i) any debt Securities of BCC, Company shall
                  prepay the Loans and/or the Revolving Loan Commitments shall
                  be permanently reduced in an aggregate amount equal to such
                  capital contribution and (ii) any equity Securities of BCC
                  (other than equity Securities issued upon the exercise of
                  stock options (1) by directors, officers, employees or
                  independent contractors (other than Benedek) of BCC or any of
                  its Subsidiaries or (2) by Benedek to the extent the aggregate
                  amount of such proceeds from and including the Acquisition
                  Date do not exceed $2,000,000), Company shall prepay the
                  Loans and/or the Revolving Loan Commitments shall be
                  permanently reduced in an aggregate amount to the extent
                  necessary such that, immediately after giving effect to such
                  prepayment, the pro forma Leverage Ratio shall be less than
                  or equal to 5.00:1.00.

                           (g) Calculations of Net Proceeds Amounts; Additional
                  Prepayments and Reductions Based on Subsequent Calculations.
                  Concurrently with any prepayment of the Loans and/or reduction
                  of the Revolving Loan Commitments pursuant to subsections
                  2.4B(iii)(a)-(f), Company shall deliver to Agent an Officers'
                  Certificate demonstrating the calculation of the amount (the
                  "NET PROCEEDS AMOUNT") of the applicable Net Asset Sale
                  Proceeds or Net Insurance/Condemnation Proceeds, Net Pension
                  Proceeds, Net Securities Proceeds or Net Contribution Proceeds
                  (as such terms are defined in subsections 2.4B(iii)(c), (d)
                  and (f), respectively), or the applicable Consolidated Excess
                  Cash Flow, as the case may be, that gave rise to such
                  prepayment and/or reduction. In the event that Company shall
                  subsequently determine that the actual Net Proceeds Amount was
                  greater than the amount set forth in such Officers'
                  Certificate, Company shall promptly make an additional
                  prepayment of the Loans (and/or, if applicable, the Revolving
                  Loan Commitments shall be permanently reduced) in an amount
                  equal to the amount of such excess, and Company shall
                  concurrently therewith deliver to Agent an Officers'
                  Certificate demonstrating the derivation of the additional Net
                  Proceeds Amount resulting in such excess.

                           (h) Prepayments Due to Reductions or Restrictions of
                  Revolving Loan Commitments. Company shall from time to time
                  prepay the Revolving Loans to the extent necessary so that the
                  Total Utilization of Revolving Loan Commitments shall

                                       51












<PAGE>


                  not at any time exceed the lesser of (A) the Revolving Loan
                  Commitments then in effect and (B) the Borrowing Base as then
                  in effect.

                  (iv)     Application of Prepayments.

                           (a) Application of Voluntary Prepayments by Type of
                  Loans and Order of Maturity. Any voluntary prepayments
                  pursuant to subsection 2.4B(i) shall be applied as specified
                  by Company in the applicable notice of prepayment; provided
                  that in the event Company fails to specify the Loans to which
                  any such prepayment shall be applied, such prepayment shall be
                  applied first to repay outstanding Revolving Loans to the full
                  extent thereof, and second to repay outstanding Term Loans to
                  the full extent thereof. Notwithstanding anything to the
                  contrary contained in the proceeding sentence, any voluntary
                  prepayments of the Term Loans pursuant to subsection 2.4B(i)
                  shall be applied to prepay the Tranche A Term Loans and the
                  Tranche B Term Loans on a pro rata basis (in accordance with
                  the respective outstanding principal amounts thereof) and to
                  reduce the scheduled installments of principal of the Tranche
                  A Term Loans and the Tranche B Term Loans set forth in
                  subsections 2.4A(i) and 2.4A(ii) on a pro rata basis.


                           (b) Application of Mandatory Prepayments by Type of
                  Loans. Any amount (the "APPLIED AMOUNT") required to be
                  applied as a mandatory prepayment of the Loans and/or a
                  reduction of the Revolving Loan Commitments pursuant to
                  subsections 2.4B(iii)(a)-(f) shall be applied first to prepay
                  the Term Loans to the full extent thereof, second, to the
                  extent of any remaining portion of the Applied Amount, to
                  prepay the Revolving Loans to the full extent thereof and to
                  permanently reduce the Revolving Loan Commitments by the
                  amount of such prepayment, and third, to the extent of any
                  remaining portion of the Applied Amount, to further
                  permanently reduce the Revolving Loan Commitments to the full
                  extent thereof. Notwithstanding the foregoing, upon the
                  occurrence and during the continuation of an Event of Default,
                  any Applied Amount shall be applied to prepay on a pro rata
                  basis the Term Loans and the Revolving Loans and to
                  permanently reduce the Revolving Loan Commitments by the
                  amount of such prepayment of the Revolving Loans.

                           (c) Application of Mandatory Prepayments of Term
                  Loans to Tranche A Term Loans and Tranche B Term Loans and the
                  Scheduled Installments of Principal Thereof. Any mandatory
                  prepayments of the Term Loans pursuant to subsection 2.4B(iii)
                  shall be applied to prepay the Tranche A Term Loans and the
                  Tranche B Term Loans on a pro rata basis (in accordance with
                  the respective outstanding principal amounts thereof) and
                  shall be applied to reduce the scheduled installments of
                  principal of the Tranche A Term Loans or the Tranche B Term
                  Loans, as the case may be, set forth in subsection 2.4A(i) or
                  2.4A(ii), respectively, on a pro rata basis.

                           (d) Application of Prepayments to Base Rate Loans and
                  Eurodollar Rate Loans. Considering Tranche A Term Loans,
                  Tranche B Term Loans and Revolving

                                       52












<PAGE>


                  Loans being prepaid separately, any prepayment thereof
                  shall be applied first to Base Rate Loans to the
                  full extent thereof before application to
                  Eurodollar Rate Loans, in each case in a manner which
                  minimizes the amount of any payments required to be made by
                  Company pursuant to subsection 2.6D.

         C.       GENERAL PROVISIONS REGARDING PAYMENTS.

                  (i) Manner and Time of Payment. All payments by Company of
         principal, interest, fees and other Obligations hereunder and under the
         Notes shall be made in Dollars in same day funds, without defense,
         setoff or counterclaim, free of any restriction or condition, and
         delivered to Agent not later than 12:00 Noon (New York City time) on
         the date due at the Funding and Payment Office for the account of
         Lenders; funds received by Agent after that time on such due date shall
         be deemed to have been paid by Company on the next succeeding Business
         Day.

                  (ii) Application of Payments to Principal and Interest. Except
         as provided in subsection 2.2C, all payments in respect of the
         principal amount of any Loan shall include payment of accrued interest
         on the principal amount being repaid or prepaid, and all such payments
         (and, in any event, any payments in respect of any Loan on a date when
         interest is due and payable with respect to such Loan) shall be applied
         to the payment of interest before application to principal.

                  (iii) Apportionment of Payments. Aggregate principal and
         interest payments in respect of Term Loans and Revolving Loans shall be
         apportioned among all outstanding Loans to which such payments relate,
         in each case proportionately to Lenders' respective Pro Rata Shares.
         Agent shall promptly distribute to each Lender, at its primary address
         set forth below its name on the appropriate signature page hereof or at
         such other address as such Lender may request, its Pro Rata Share of
         all such payments received by Agent and the commitment fees of such
         Lender when received by Agent pursuant to subsection 2.3.
         Notwithstanding the foregoing provisions of this subsection 2.4C(iii),
         if, pursuant to the provisions of subsection 2.6C, any Notice of
         Conversion/Continuation is withdrawn as to any Affected Lender or if
         any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share
         of any Eurodollar Rate Loans, Agent shall give effect thereto in
         apportioning payments received thereafter.

                  (iv) Payments on Business Days. Whenever any payment to be
         made hereunder shall be stated to be due on a day that is not a
         Business Day, such payment shall be made on the next succeeding
         Business Day and such extension of time shall be included in the
         computation of the payment of interest hereunder or of the commitment
         fees hereunder, as the case may be.

                  (v) Notation of Payment. Each Lender agrees that before
         disposing of any Note held by it, or any part thereof (other than by
         granting participations therein), that Lender will make a notation
         thereon of all Loans evidenced by that Note and all principal payments
         previously made thereon and of the date to which interest thereon has
         been paid; provided

                                       53












<PAGE>


         that the failure to make (or any error in the making of) a notation
         of any Loan made under such Note shall not limit  or otherwise
         affect the obligations of Company hereunder or under such
         Note with respect to any Loan or any payments of principal or interest
         on such Note.

         D. APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER GUARANTIES.

                  (i) Application of Proceeds of Collateral. Except as provided
         in subsection 2.4B(iii)(a) with respect to prepayments from Net Asset
         Sale Proceeds, all proceeds received by Agent in respect of any sale
         of, collection from, or other realization upon all or any part of the
         Collateral under any Collateral Document may, in the discretion of
         Agent, be held by Agent as Collateral for, and/or (then or at any time
         thereafter) applied in full or in part by Agent against, the applicable
         Secured Obligations (as defined in such Collateral Document) in the
         following order of priority:

                           (a) To the payment of all costs and expenses of such
                  sale, collection or other realization, including reasonable
                  compensation to Agent and its agents and counsel, and all
                  other expenses, liabilities and advances made or incurred by
                  Agent in connection therewith, and all amounts for which Agent
                  is entitled to indemnification under such Collateral Document
                  and all advances made by Agent thereunder for the account
                  of the applicable Loan Party, and to the payment of all
                  costs and expenses paid or incurred by Agent in connection
                  with the exercise of any right or remedy under such
                  Collateral Document, all in accordance with the terms of this
                  Agreement and such Collateral Document;

                           (b)      thereafter, to the extent of any excess such
                  proceeds, to the payment of all other such Secured Obligations
                  for the ratable benefit of the holders thereof;
                  and

                           (c) thereafter, to the extent of any excess such
                  proceeds, to the payment to or upon the order of such Loan
                  Party or to whosoever may be lawfully entitled to receive the
                  same or as a court of competent jurisdiction may direct.

                  (ii)     Application of Payments Under Guaranties.  All
         payments received by Agent  under either Guaranty shall be applied
         promptly from time to time by Agent in the following
         order of priority:

                           (a) To the payment of the costs and expenses of any
                  collection or other realization under such Guaranty, including
                  reasonable compensation to Agent and its agents and counsel,
                  and all expenses, liabilities and advances made or incurred by
                  Agent in connection therewith, all in accordance with the
                  terms of this Agreement and such Guaranty;

                           (b)      thereafter, to the extent of any excess such
                  payments, to the payment of all other Guarantied Obligations
                  (as defined in such Guaranty) for the ratable
                  benefit of the holders thereof; and


                                       54












<PAGE>



                           (c) thereafter, to the extent of any excess such
                  payments, to the payment to BCC or License Sub or to whosoever
                  may be lawfully entitled to receive the same or as a court of
                  competent jurisdiction may direct.

                  (iii) Ratable Sharing of Proceeds of Collateral, BCC Guaranty
         and License Sub Guaranty. Any and all amounts received by Agent in
         connection with the enforcement of any of the Collateral Documents, the
         BCC Guaranty or the License Sub Guaranty or in connection with a
         distribution in a bankruptcy, insolvency or similar proceeding to be
         applied against any of the Obligations hereunder shall be shared
         ratably by all Lenders hereunder in accordance with their Pro Rata
         Shares (as determined pursuant to clause (iv) of the definition of "Pro
         Rata Share"; provided however, that for purposes of such calculation,
         the Revolving Loan Exposure of each Lender shall be determined in
         accordance with clause (ii) of the definition thereof whether or not
         the Revolving Loan Commitments have terminated), irrespective of
         whether the Obligations of all Lenders or only the Obligations of
         Lenders having outstanding Term Loans are secured by the Collateral
         with respect to which such amounts are received or guarantied by the
         BCC Guaranty or the License Sub Guaranty.


2.5      USE OF PROCEEDS.

         A. TERM LOANS. On the Acquisition Date, the proceeds of the Existing
AXELs were applied by Company to pay the cash component of the purchase price in
connection with the Acquisitions. Pursuant to Section 2.1A, the Existing AXELs
have been converted to Tranche A Term Loans and Tranche B Term Loans, in each
case in the aggregate principal amount set forth in subsection 2.1A(i) and
subsection 2.1A(ii), respectively.

          B. REVOLVING LOANS. The proceeds of Revolving Loans made (i) prior to
the Restatement Date were applied by Company for working capital purposes, (ii)
on the Restatement Date shall be applied to pay fees incurred in connection with
the transactions contemplated by this Agreement and (iii) after the Restatement
Date shall be applied by Company for working capital purposes.
          C. MARGIN REGULATIONS. No portion of the proceeds of any borrowing
under this Agreement shall be used by Company or any of its Subsidiaries in any
manner that might cause the borrowing or the application of such proceeds to
violate Regulation G, Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board or
to violate the Exchange Act, in each case as in effect on the date or dates of
such borrowing and such use of proceeds.
2.6      SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE LOANS.

         Notwithstanding any other provision of this Agreement to the contrary,
the following provisions shall govern with respect to Eurodollar Rate Loans as
to the matters covered:


                                       55












<PAGE>



         A. DETERMINATION OF APPLICABLE INTEREST RATE. As soon as practicable
after 10:00 A.M. (New York City time) on each Interest Rate Determination Date,
Agent shall determine (which determination shall, absent manifest error, be
final, conclusive and binding upon all parties) the interest rate that shall
apply to the Eurodollar Rate Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to Company and each
Lender.

         B. INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event that
Agent shall have determined (which determination shall be final and conclusive
and binding upon all parties hereto), on any Interest Rate Determination Date
with respect to any Eurodollar Rate Loans, that by reason of circumstances
affecting the interbank Eurodollar market adequate and fair means do not exist
for ascertaining the interest rate applicable to such Loans on the basis
provided for in the definition of Adjusted Eurodollar Rate, Agent shall on such
date give notice (by telefacsimile or by telephone confirmed in writing) to
Company and each Lender of such determination, whereupon (i) no Loans may be
made as, or converted to, Eurodollar Rate Loans until such time as Agent
notifies Company and Lenders that the circumstances giving rise to such notice
no longer exist and (ii) any Notice of Borrowing or Notice of
Conversion/Continuation given by Company with respect to the Loans in respect of
which such determination was made shall be deemed to be rescinded by Company.


         C. ILLEGALITY OR IMPRACTICABILITY OF EURODOLLAR RATE LOANS. In the
event that on any date any Lender shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto but shall be
made only after consultation with Company and Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the interbank Eurodollar market or the position
of such Lender in that market, then, and in any such event, such Lender shall be
an "AFFECTED LENDER" and it shall on that day give notice (by telefacsimile or
by telephone confirmed in writing) to Company and Agent of such determination
(which notice Agent shall promptly transmit to each other Lender). Thereafter
(a) the obligation of the Affected Lender to make Loans as, or to convert Loans
to, Eurodollar Rate Loans shall be suspended until such notice shall be
withdrawn by the Affected Lender, (b) to the extent such determination by the
Affected Lender relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding Eurodollar Rate Loans (the "AFFECTED
LOANS") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (d) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by Company pursuant to a Notice
of Borrowing or a Notice of Conversion/Continuation, Company shall have the
option, subject to the provisions of subsection 2.6D, to rescind such Notice
of Borrowing or Notice of Conversion/

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Continuation as to all Lenders by giving notice (by telefacsimile or
by telephone confirmed in writing) to Agent of such rescission on the date on
which the Affected Lender gives notice of its determination as described above
(which notice of rescission Agent shall promptly transmit to each other Lender).
Except as provided in the immediately preceding sentence, nothing in this
subsection 2.6C shall affect the obligation of any Lender other than an Affected
Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate
Loans in accordance with the terms of this Agreement.

         D. COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST PERIODS.
Company shall compensate each Lender, upon written request by that Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including any interest paid by that
Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate
Loans and any loss, expense or liability sustained by that Lender in connection
with the liquidation or re-employment of such funds) which that Lender may
sustain: (i) if for any reason (other than a default by that Lender) a borrowing
of any Eurodollar Rate Loan does not occur on a date specified therefor in a
Notice of Borrowing or a telephonic request for borrowing, or a conversion to or
continuation of any Eurodollar Rate Loan does not occur on a date specified
therefor in a Notice of Conversion/Continuation or a telephonic request for
conversion or continuation, (ii) if any prepayment or other principal payment or
any conversion of any of its Eurodollar Rate Loans occurs on a date prior to the
last day of an Interest Period applicable to that Loan, (iii) if any prepayment
of any of its Eurodollar Rate Loans is not made on any date specified in a
notice of prepayment given by Company, or (iv) as a consequence of any other
default by Company in the repayment of its Eurodollar Rate Loans when required
Agreement.

          E. BOOKING OF EURODOLLAR RATE LOANS. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an
Affiliate of that Lender.

         F. ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR RATE LOANS. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
provided, however, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only
for the purposes of calculating amounts payable under this subsection 2.6 and
under subsection 2.7A.

         G. EURODOLLAR RATE LOANS AFTER DEFAULT. After the occurrence of and
during the continuation of a Potential Event of Default or an Event of Default,
(i) Company may not elect to have a Loan be made or maintained as, or converted
to, a Eurodollar Rate Loan after the expiration of any Interest Period then in
effect for that Loan and (ii) subject to the provisions of subsection

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<PAGE>


2.6D, any Notice of Borrowing or Notice of Conversion/Continuation given by
Company with respect to a requested borrowing or conversion/continuation that
has not yet occurred shall be deemed to be rescinded by Company.

2.7      INCREASED COSTS; TAXES; CAPITAL ADEQUACY.

         A. COMPENSATION FOR INCREASED COSTS AND TAXES. Subject to the
provisions of subsection 2.7B (which shall be controlling with respect to the
matters covered thereby), in the event that any Lender shall determine (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation
or order, or any change therein or in the interpretation, administration or
application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or
governmental authority, in each case that becomes effective after the date
hereof, or compliance by such Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law):

                  (i) subjects such Lender (or its applicable lending office) to
         any additional Tax (other than any Tax on the overall net income of
         such Lender) with respect to this Agreement or any of its obligations
         hereunder or any payments to such Lender (or its applicable lending
         office) of principal, interest, fees or any other amount payable
         hereunder;

                  (ii) imposes, modifies or holds applicable any reserve
         (including any marginal, emergency, supplemental, special or other
         reserve), special deposit, compulsory loan, FDIC insurance or similar
         requirement against assets held by, or deposits or other liabilities in
         or for the account of, or advances or loans by, or other credit
         extended by, or any other acquisition of funds by, any office of such
         Lender (other than any such reserve or other requirements with respect
         to Eurodollar Rate Loans that are reflected in the definition of
         Adjusted Eurodollar Rate); or

                  (iii) imposes any other condition (other than with respect to
         a Tax matter) on or affecting such Lender (or its applicable lending
         office) or its obligations hereunder or the interbank Eurodollar
         market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Company shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Company (with a copy to Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this subsection 2.7A, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.


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         B.       WITHHOLDING OF TAXES.

                  (i) Payments to Be Free and Clear. All sums payable by Company
         under this Agreement and the other Loan Documents shall (except to the
         extent required by law) be paid free and clear of, and without any
         deduction or withholding on account of, any Tax (other than a Tax on
         the overall net income of any Lender) imposed, levied, collected,
         withheld or assessed by or within the United States of America or any
         political subdivision in or of the United States of America or any
         other jurisdiction from or to which a payment is made by or on behalf
         of Company or by any federation or organization of which the United
         States of America or any such jurisdiction is a member at the time of
         payment.

                  (ii) Grossing-up of Payments. If Company or any other Person
         is required by law to make any deduction or withholding on account of
         any such Tax from any sum paid or payable by Company to Agent or any
         Lender under any of the Loan Documents:

                           (a)      Company shall notify Agent of any such
         requirement or any change in  any such requirement as soon as Company
         becomes aware of it;


                           (b) Company shall pay any such Tax before the date on
                  which penalties attach thereto, such payment to be made (if
                  the liability to pay is imposed on Company) for its own
                  account or (if that liability is imposed on Agent or such
                  Lender, as the case may be) on behalf of and in the name of
                  Agent or such Lender;

                           (c) the sum payable by Company in respect of which
                  the relevant deduction, withholding or payment is required
                  shall be increased to the extent necessary to ensure that,
                  after the making of that deduction, withholding or payment,
                  Agent or such Lender, as the case may be, receives on the due
                  date a net sum equal to what it would have received had no
                  such deduction, withholding or payment been required or made;
                  and

                           (d) within 30 days after paying any sum from which it
                  is required by law to make any deduction or withholding, and
                  within 30 days after the due date of payment of any Tax which
                  it is required by clause (b) above to pay, Company shall
                  deliver to Agent evidence satisfactory to the other affected
                  parties of such deduction, withholding or payment and of the
                  remittance thereof to the relevant taxing or other authority;

         provided that no such additional amount shall be required to be paid to
         any Lender under clause (c) above except to the extent that any change
         after the date hereof (in the case of each Lender listed on the
         signature pages hereof) or after the date of the Assignment Agreement
         pursuant to which such Lender became a Lender (in the case of each
         other Lender) in any such requirement for a deduction, withholding or
         payment as is mentioned therein shall result in an increase in the rate
         of such deduction, withholding or payment from that in effect at the
         date of this Agreement or at the date of such Assignment Agreement, as
         the case may be, in respect of payments to such Lender.


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                  (iii)    Evidence of Exemption from U.S. Withholding Tax.

                           (a) Each Lender that is organized under the laws of
                  any jurisdiction other than the United States or any state or
                  other political subdivision thereof (for purposes of this
                  subsection 2.7B(iii), a "NON-US LENDER") shall deliver to
                  Agent for transmission to Company, on or prior to the
                  Restatement Date (in the case of each Lender listed on the
                  signature pages hereof) or on or prior to the date of the
                  Assignment Agreement pursuant to which it becomes a Lender (in
                  the case of each other Lender), and at such other times as may
                  be necessary in the determination of Company or Agent (each in
                  the reasonable exercise of its discretion), (1) two original
                  copies of Internal Revenue Service Form 1001 or 4224 (or any
                  successor forms), properly completed and duly executed by such
                  Lender, together with any other certificate or statement of
                  exemption required under the Internal Revenue Code or the
                  regulations issued thereunder to establish that such Lender is
                  not subject to deduction or withholding of United States
                  federal income tax with respect to any payments to such Lender
                  of principal, interest, fees or other amounts payable under
                  any of the Loan Documents or (2) if such Lender is not a
                  "bank" or other Person described in Section 881(c)(3) of the
                  Internal Revenue Code and cannot deliver either Internal
                  Revenue Service Form 1001 or 4224 pursuant to clause (1)
                  above, a Certificate re Non-Bank Status together with
                  two original copies of Internal Revenue Service
                  Form W-8 (or any successor form), properly completed and duly
                  executed by such Lender, together with any other certificate
                  or statement of exemption required under the Internal Revenue
                  Code or the regulations issued thereunder to establish that
                  such Lender is not subject to deduction or withholding of
                  United States federal income tax with respect to any payments
                  to such Lender of interest payable under any of the Loan
                  Documents.

                           (b) Each Lender required to deliver any forms,
                  certificates or other evidence with respect to United States
                  federal income tax withholding matters pursuant to subsection
                  2.7B(iii)(a) hereby agrees, from time to time after the
                  initial delivery by such Lender of such forms, certificates or
                  other evidence, whenever a lapse in time or change in
                  circumstances renders such forms, certificates or other
                  evidence obsolete or inaccurate in any material respect, that
                  such Lender shall promptly (1) deliver to Agent for
                  transmission to Company two new original copies of Internal
                  Revenue Service Form 1001 or 4224, or a Certificate re
                  Non-Bank Status and two original copies of Internal Revenue
                  Service Form W-8, as the case may be, properly completed and
                  duly executed by such Lender, together with any other
                  certificate or statement of exemption required in order to
                  confirm or establish that such Lender is not subject to
                  deduction or withholding of United States federal income tax
                  with respect to payments to such Lender under the Loan
                  Documents or (2) notify Agent and Company of its inability to
                  deliver any such forms, certificates or other evidence.

                           (c) Company shall not be required to pay any
                  additional amount to any Non-US Lender under clause (c) of
                  subsection 2.7B(ii) if such Lender shall have

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<PAGE>


                  failed to satisfy the requirements of clause (a) or (b)(1) of
                  this subsection 2.7B(iii); provided that if such Lender shall
                  have satisfied the requirements of subsection 2.7B(iii)(a) on
                  the Restatement Date (in the case of each Lender listed on the
                  signature pages hereof) or on the date of the Assignment
                  Agreement pursuant to which it became a Lender (in the case of
                  each other Lender), nothing in this subsection 2.7B(iii)(c)
                  shall relieve Company of its obligation to pay any additional
                  amounts pursuant to clause (c) of subsection 2.7B(ii) in the
                  event that, as a result of any change in any applicable law,
                  treaty or governmental rule, regulation or order, or any
                  change in the interpretation, administration or application
                  thereof, such Lender is no longer properly entitled to deliver
                  forms, certificates or other evidence at a subsequent date
                  establishing the fact that such Lender is not subject to
                  withholding as described in subsection 2.7B(iii)(a).

          C. CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have determined
that the adoption, effectiveness, phase-in or applicability after the date
hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by the National Association of Insurance Commissioners,
any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
applicable lending office) with any guideline, request or directive regarding
capital adequacy (whether or not having the force of law) of the National
Association of Insurance Commissioners, any such governmental authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on the capital of such Lender or any corporation controlling such Lender
as a consequence of, or with reference to, such Lender's Loans or Commitments or
other obligations hereunder with respect to the Loans to a level below that
which such Lender or such controlling corporation could have achieved but for
such adoption, effectiveness, phase-in, applicability, change or compliance
(taking into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time, within
five Business Days after receipt by Company from such Lender of the statement
referred to in the next sentence, Company shall pay to such Lender such
additional amount or amounts as will compensate such Lender or such controlling
corporation on an after-tax basis for such reduction. Such Lender shall deliver
to Company (with a copy to Agent) a written statement, setting forth in
reasonable detail the basis of the calculation of such additional amounts, which
statement shall be conclusive and binding upon all parties hereto absent
manifest error.

2.8      OBLIGATION OF LENDERS TO MITIGATE.

         Each Lender agrees that, as promptly as practicable after the officer
of such Lender responsible for administering the Loans of such Lender becomes
aware of the occurrence of an event or the existence of a condition that would
cause such Lender to become an Affected Lender or that would entitle such Lender
to receive payments under subsection 2.7, it will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal
or regulatory restrictions, use reasonable efforts (i) to make, issue, fund or
maintain the Commitments of such Lender or the affected Loans of such Lender
through another lending office of such Lender, or (ii) take such other measures
as such Lender may deem reasonable, if as a result thereof the

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<PAGE>


circumstances which would cause such Lender to be an Affected Lender would
cease to exist or the additional amounts which would otherwise be required
to be paid to such Lender pursuant to subsection 2.7 would be materially
reduced and if, as determined by such Lender in its sole discretion,
the making, issuing, funding or maintaining of such Commitments or Loans
through such other lending office or in accordance with such other measures,
as the case may be, would not otherwise materially adversely affect such
Commitments or Loans or the interests of such Lender; provided that such
Lender will not be obligated to utilize such other lending office pursuant
to this subsection 2.8 unless Company agrees to pay all incremental
expenses incurred by such Lender as a result of utilizing such other
lending office as described in clause (i) above. A certificate as to the amount
of any such expenses payable by Company pursuant to this subsection 2.8 (setting
forth in reasonable detail the basis for requesting such amount) submitted by
such Lender to Company (with a copy to Agent) shall be conclusive absent
manifest error.


                                   SECTION 3.

                CONDITIONS TO EFFECTIVENESS; CONDITIONS TO LOANS

3.1      CONDITIONS TO EXISTING AXELS AND INITIAL REVOLVING LOANS.

         On June 6, 1996 the conditions set forth in subsection 3.1 of the
Existing Credit Agreement were satisfied and the Existing AXELs and the initial
Revolving Loans were made.

3.2      CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT, THE CONVERSION OF
         EXISTING AXELS TO TERM LOANS AND THE MAKING OF REVOLVING LOANS ON THE
         RESTATEMENT DATE.

         The effectiveness of this Agreement and the obligations of Lenders to
convert the Existing AXELs to Term Loans and to make any Revolving Loans to be
made on the Restatement Date are, in addition to the conditions precedent
specified in subsection 3.3, subject to prior or concurrent satisfaction of the
following conditions:

          A. LOAN PARTY DOCUMENTS. On or before the Restatement Date, BCC and
Company shall, and shall cause each other Loan Party to, deliver to Lenders (or
to Agent for Lenders with sufficient originally executed copies, where
appropriate, for each Lender and its counsel) the following with respect to BCC,
Company or such Loan Party, as the case may be, each, unless otherwise noted,
dated the Restatement Date:
                  (i) Certified copies of the Certificate or Articles of
         Incorporation of such Person, together with a good standing certificate
         from the Secretary of State of its jurisdiction of incorporation and
         each other state in which such Person is qualified as a foreign
         corporation to do business and, to the extent generally available, a
         certificate or other evidence of good standing as to payment of any
         applicable franchise or similar taxes from the appropriate taxing
         authority of each of such jurisdictions, each dated a recent date prior
         to the Restatement Date;


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                  (ii)     Copies of the Bylaws of such Person, certified as of
         the Restatement Date by  such Person's corporate secretary or an
         assistant secretary;

                  (iii) Resolutions of the Board of Directors of such Person
         approving and authorizing the execution, delivery and performance of
         the Loan Documents certified as of the Restatement Date by the
         corporate secretary or an assistant secretary of such Person as being
         in full force and effect without modification or amendment;

                  (iv)     Signature and incumbency certificates of the officer
         of such Person executing   the Loan Documents to which it is a party;

                  (v)      Executed originals of the Loan Documents to which
         such Person is a party; and


                  (vi)     Such other documents as Agent may reasonably request.
          B. MASTER ASSIGNMENT AGREEMENT. On or before the Restatement Date,
each of BCC, Company, Existing Administrative Agent, the Existing Lenders and
the Lenders shall have executed and delivered the Master Assignment Agreement
and, pursuant to the terms thereof, the assignment and assumption transactions
contemplated thereby shall have occurred immediately prior to the effectiveness
of this Agreement.

         C. CONVERSION OF EXISTING LOANS TO BASE RATE LOANS; PAYMENT OF BREAKAGE
COSTS, INTEREST AND FEES TO EXISTING LENDERS. On or before the Restatement Date,
(i) anything contained in the Existing Credit Agreement to the contrary
notwithstanding, Company shall have converted all Eurodollar Rate Loans (as
defined in the Existing Credit Agreement) outstanding under the Existing Credit
Agreement on the Business Day preceding the Restatement Date into Base Rate
Loans and, pursuant to the Master Assignment Agreement, shall have agreed to pay
to Existing Lenders such amounts as are payable pursuant to subsection 2.6D of
the Existing Credit Agreement in connection with such conversion, (ii) Company
shall have paid to Existing Administrative Agent, for distribution (as
appropriate) to Existing Lenders, all accrued and unpaid interest with respect
to all Existing Loans outstanding on the Restatement Date, (iii) Company shall
have paid to Existing Administrative Agent, for distribution (as appropriate) to
Existing Lenders that have not executed and delivered a waiver with respect to
such prepayment fees ("NONWAIVING LENDERS"), an amount equal to the amount of
prepayment fees that would have been paid by Company pursuant to subsection
2.4B(i)(b) of the Existing Credit Agreement with respect to the Nonwaiving
Lenders' Existing AXELs outstanding on the Restatement Date if the aggregate
amount of Existing AXELs outstanding on the Restatement Date had been prepaid
pursuant to subsection 2.4B(i)(a) of the Existing Credit Agreement on the
Restatement Date, and (iv) Company shall have paid to Existing Administrative
Agent, for distribution (as appropriate) to Existing Lenders, Arranging Agent
(as defined in the Existing Credit Agreement), and Existing Administrative Agent
all commitment fees and any other fees which are accrued and unpaid as of the
Restatement Date under subsection 2.3 of the Existing Credit Agreement.


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          D. NO MATERIAL ADVERSE CHANGE. Since December 31, 1996, no adverse
change, or development giving rise to a prospective adverse change, in or
affecting the general affairs, management, financial position, shareholders'
equity or results of operations of Company and its Subsidiaries which is, in the
sole opinion of Agent, material shall have occurred.

          E. FCC LICENSES; COMPLIANCE WITH COMMUNICATIONS ACT; OTHER NECESSARY
GOVERNMENTAL AUTHORIZATIONS AND CONSENTS; EXPIRATION OF WAITING PERIODS, ETC.

                  (i)      FCC Licenses.  Each material FCC License with respect
         to any of the  Stations
         shall be in full force and effect.

                  (ii)     Compliance with Communications Act.  Agent shall be
         satisfied that the  Stations are in compliance with the Communications
         Act in all material respects.


                  (iii) Other Necessary Governmental Authorizations and
         Consents. Company shall have obtained all other Governmental
         Authorizations and all consents of other Persons, in each case that are
         necessary or advisable in connection with the transactions contemplated
         by the Loan Documents and the Related Agreements, and the continued
         operation of the business conducted by Company and its Subsidiaries in
         substantially the same manner as conducted prior to the consummation of
         the transactions contemplated by the Loan Documents, and each of the
         foregoing (including the FCC Licenses) shall be in full force and
         effect, in each case other than those the failure to obtain or maintain
         which, either individually or in the aggregate, would not reasonably be
         expected to have a Material Adverse Effect.

          F. MORTGAGE ASSIGNMENTS; MORTGAGE AMENDMENTS; POLICY ENDORSEMENTS;
ETC. Agent shall have received:
                  (i) Mortgage Assignments. Fully executed and notarized
         Mortgage Assignments, duly executed and delivered by CIBC in proper
         form for recording in all appropriate places in all applicable
         jurisdictions, with respect to each of the existing Mortgages
         encumbering the Real Property Assets listed in Schedule 3.2F annexed
         hereto (each an "ACQUISITION DATE MORTGAGED PROPERTY" and,
         collectively, the "ACQUISITION DATE MORTGAGED PROPERTIES");

                  (ii) Mortgage Amendments. Mortgage Amendments, fully executed
         and notarized by or on behalf of Company, with respect to each of the
         existing Mortgages encumbering the Acquisition Date Mortgaged
         Properties located in Colorado, Texas, Michigan and Tazewell County,
         Illinois, in proper form for recording in all appropriate places in
         such jurisdictions;

                  (iii) Title Insurance Endorsements. (a) Endorsements (the
         "TITLE ENDORSEMENTS") to the existing ALTA mortgagee title insurance
         policies issued in respect of the Mortgages encumbering the Acquisition
         Date Mortgaged Properties (the "EXISTING TITLE POLICIES"), which
         endorsements shall be issued by the Title Company and shall amend the
         Existing Title Policies to (1) name the Agent and any successor agents
         as the insured party, and

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<PAGE>


         (2) identifying the insured instrument as the applicable Mortgage,
         as assigned to the Agent pursuant to the applicable Mortgage
         Assignment and amended pursuant to the applicable Mortgage
         Amendment, if any, all of the foregoing in form and substance
         reasonably satisfactory to Agent; and (b) evidence satisfactory to
         Agent of (1) delivery to the Title Company of all certificates and
         affidavits required by the Title Company in connection with the
         issuance of the Title Endorsements and (2) payment to the Title Company
         or to the appropriate governmental authorities all expenses and
         premiums of the Title Company in connection with the issuance of the
         Title Endorsements and all recording and stamp taxes (including
         mortgage recording, documentary stamp and intangible taxes) payable in
         connection with recording the Mortgage Assignments and Mortgage
         Amendments in the appropriate real estate records; and

                  (iv)     Matters Relating to Flood Hazard Properties.  (a)
         Evidence, in the form of a  Standard Hazard Determination as
         promulgated by the Federal Emergency Management Agency, as to whether
         (1) any Acquisition Date Mortgaged Property is a Flood Hazard Property
         and (2) the community in which any such Flood Hazard Property is
         located is participating in the National Flood Insurance Program,
         (b) if there are any such Flood Hazard Properties, Company's written
         acknowledgement of receipt of written notification from Agent (1) as
         to the existence of each such Flood Hazard Property and (2) as to
         whether the community in which each such Flood Hazard Property is
         located is participating in the National Flood Insurance Program,
         and (c) in the event any such Flood Hazard Property is located
         in a community that participates in the National Flood Insurance
         Program, evidence that Company has obtained flood insurance in
         respect of such Flood Hazard Property to the extent required
         under the applicable regulations of the Board of Governors of
         the Federal Reserve System.

          G. SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. To the extent
not otherwise satisfied pursuant to subsection 3.2F, Agent shall have received
evidence satisfactory to it that each Loan Party shall have taken or caused to
be taken all such actions, executed and delivered or caused to be executed and
delivered all such agreements, documents and instruments, and made or caused to
be made all such filings and recordings (other than the filing or recording of
items described in clauses (iii) and (iv) below) that may be necessary or, in
the opinion of Agent, desirable in order to create in favor of Agent, for the
benefit of Lenders, a valid and (upon such filing and recording) perfected First
Priority security interest in the entire personal and mixed property Collateral.
Such actions shall include the following:

                  (i)      Schedules to Collateral Documents.  Delivery to Agent
         of accurate and  complete schedules to all of the applicable Collateral
         Documents;

                  (ii) Stock Certificates and Instruments. Delivery to Agent or
         Pledgee under the Existing Company Pledge Agreement of (a) certificates
         (which certificates shall be accompanied by irrevocable undated stock
         powers, duly endorsed in blank and otherwise satisfactory in form and
         substance to Agent) representing all capital stock pledged pursuant to
         the BCC Pledge Agreement and the Existing Company Pledge Agreement and
         (b) all

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         promissory notes or other instruments (duly endorsed, where
         appropriate, in a manner satisfactory to Agent) evidencing any
         Collateral;

                  (iii) UCC Financing Statements and Fixture Filings. Delivery
         to Agent of UCC financing statements and, where appropriate, fixture
         filings (including, without limitation, assignments and amendments with
         respect to UCC financing statements and fixture filings filed in
         connection with the consummation of the transactions contemplated by
         the Existing Credit Agreement), duly executed by each applicable Loan
         Party with respect to all personal and mixed property Collateral of
         such Loan Party, for filing in all jurisdictions as may be necessary
         or, in the opinion of Agent, desirable to perfect the security
         interests created in such Collateral pursuant to the Collateral
         Documents; and

                  (iv) Existing Company Pledge Agreement. Company shall have
         taken such actions and delivered such documents or instruments as
         requested by Agent to evidence that the Term Loans are secured on an
         equal and ratable basis with the Existing Senior Notes pursuant to the
         Existing Company Pledge Agreement.


          H. FINANCIAL STATEMENTS. On or before the Restatement Date, Agent
shall have received (i) the audited financial statements for (x) BCC and its
Subsidiaries and (y) Company and its Subsidiaries, in each case for the period
ended December 31, 1996 and (ii) unaudited financial statements for (x) BCC and
its Subsidiaries and (y) Company and its Subsidiaries, in each case for each of
the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997.

          I. SOLVENCY CERTIFICATE. On the Restatement Date, BCC and Company
shall each have delivered to Agent an Officer's Certificate of the chief
financial officer of each of BCC and Company, dated the Restatement Date and in
form and substance satisfactory to Agent and with appropriate attachments
demonstrating in reasonable detail that, after giving effect to the consummation
of the transactions contemplated by the Loan Documents, including the
contemplated borrowings of the full amounts which will be available under the
Commitments, each of Company and its Subsidiaries and BCC and its Subsidiaries
on a consolidated basis will be Solvent.
         J. EVIDENCE OF INSURANCE. Agent shall have received a certificate from
Company's insurance broker or other evidence satisfactory to each that all
insurance required to be maintained pursuant to subsection 5.4 are in full force
and effect, that Agent on behalf of Lenders has been named as additional insured
and/or loss payee thereunder to the extent required under subsection 5.4.

         K. OPINIONS OF COUNSEL TO LOAN PARTIES AND FCC COUNSEL. Agent and its
counsel shall have received (i) originally executed copies of one or more
favorable written opinions of (a) Shack & Siegel, P.C., counsel for Loan Parties
and (b) Covington & Burling, FCC counsel for Loan Parties, in each case in form
and substance reasonably satisfactory to Agent and its counsel, dated as of the
Restatement Date and setting forth substantially the matters in the opinions
designated in Exhibit VIII and Exhibit IX, respectively, annexed hereto and as
to such other matters

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as Agent acting on behalf of Lenders may reasonably request, and (ii)
evidence satisfactory to Agent that Company has requested such
counsel to deliver such opinions to Lenders.

         L. OPINIONS OF AGENT'S COUNSEL. Lenders shall have received originally
executed copies of one or more favorable written opinions of O'Melveny & Myers
LLP, counsel to Agent, dated as of the Restatement Date, substantially in the
form of Exhibit X annexed hereto and as to such other matters as Agent may
reasonably request.
          M. AUDITOR'S LETTER. Agent shall have received an executed Auditor's
Letter in form and substance reasonably satisfactory to Agent.

          N. COMPLIANCE CERTIFICATE. BCC and Company shall each have delivered
to Agent a pro forma Compliance Certificate, in form and substance satisfactory
to Agent and with appropriate attachments, demonstrating in reasonable detail
pro forma compliance (determined (i) as of September 30, 1997 and (ii) after
giving pro forma effect to the transactions contemplated by this Agreement to
occur on the Restatement Date) with the covenants contained in this Agreement
and the other Loan Documents.


          O. FEES. Company shall have paid to Agent the fees payable on the
Restatement Date referred to in subsection 2.3 and all other compensation, fees,
costs and expenses due and payable hereunder or in connection herewith to Agent
on or prior to the Restatement Date.

         P. REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF AGREEMENTS. BCC and
Company shall each have delivered to Agent an Officers' Certificate, in form and
substance satisfactory to Agent, to the effect that the representations and
warranties in Section 4 hereof are true, correct and complete in all material
respects on and as of the Restatement Date to the same extent as though made on
and as of that date (or, to the extent such representations and warranties
specifically relate to an earlier date, that such representations and warranties
were true, correct and complete in all material respects on and as of such
earlier date) and that each of BCC and Company shall have performed in all
material respects all agreements and satisfied all conditions which this
Agreement provides shall be performed or satisfied by it on or before the
Restatement Date except as otherwise disclosed to and agreed to in writing by
Agent and Requisite Lenders.


          Q. EMPLOYMENT AGREEMENTS. Agent shall have received (i) a duly
executed copy of each of the Employment Agreements, and each such Employment
Agreement shall be in full force and effect and no term or condition thereof
shall have been amended, modified or waived since the Acquisition Date and (ii)
an Officer's Certificate from each of BCC and Company in form and substance
satisfactory to Agent to the effect set forth in clause (i) above.

          R. RELATED AGREEMENTS. (i) Agent shall have received an executed or
conformed copy of each of the Related Agreements, (ii) the Related Agreements
shall be in full force and effect and no term or condition thereof shall have
been amended, modified or waived since the Acquisition Date, (iii) no Loan Party
shall have failed in any material respect to perform any material obligation or
covenant required by the Related Agreements to be performed or complied with by
it on or before the Restatement Date and (iv) Agent shall have received an
Officers' Certificate from each

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of BCC and Company in form and substance satisfactory to Agent to the effect set
forth in clauses (i), (ii) and (iii) above.

         S. COMPLETION OF PROCEEDINGS. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Agent, acting on
behalf of Lenders, and its counsel shall be satisfactory in form and substance
to Agent and such counsel, and Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as Agent may
reasonably request.

3.3      CONDITIONS TO CONVERSION OF EXISTING AXELS TO TERM LOANS; CONDITIONS
TO ALL LOANS.

         The conversion of the Existing AXELs to Term Loans on the Restatement
Date and the obligations of Lenders to make Revolving Loans on each Funding Date
are subject to the following further conditions precedent:

         A. Agent shall have received before that Funding Date, in accordance
with the provisions of subsection 2.1B, an originally executed Notice of
Borrowing, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Company or by any executive officer


of Company designated by any of the above-described officers on behalf of
Company in a writing delivered to Agent.

         B.       As of the Restatement Date or that Funding Date, as the case
         may be:

                  (i) The representations and warranties contained herein and in
         the other Loan Documents shall be true, correct and complete in all
         material respects on and as of the Restatement Date or that Funding
         Date, as the case may be, to the same extent as though made on and as
         of that date, except to the extent such representations and warranties
         specifically relate to an earlier date, in which case such
         representations and warranties shall have been true, correct and
         complete in all material respects on and as of such earlier date;

                  (ii) No event shall have occurred and be continuing or would
         result from the consummation of the borrowing contemplated by such
         Notice of Borrowing that would constitute an Event of Default or a
         Potential Event of Default;

                  (iii) Each Loan Party shall have performed in all material
         respects all agreements and satisfied all conditions which this
         Agreement provides shall be performed or satisfied by it on or before
         the Restatement Date or that Funding Date, as the case may be;

                  (iv) No order, judgment or decree of any court, arbitrator or
         governmental authority shall purport to enjoin or restrain (a) the
         conversion of the Existing AXELs to Term Loans on the Restatement Date
         or (b) any Lender from making the Revolving Loans to be made by it on
         that Funding Date, as the case may be;

                  (v) (a) the conversion of the Existing AXELs to Term Loans on
         the Restatement Date or (b) the making of the Revolving Loans requested
         on such Funding Date, as the case

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         may be, shall not violate any law including Regulation G, Regulation
         T, Regulation U or Regulation X of the Board of Governors of the
         Federal Reserve System; and

                  (vi) There shall not be pending or, to the knowledge of
         Company, threatened, any action, suit, proceeding, governmental
         investigation or arbitration against or affecting Company or any of its
         Subsidiaries or any property of BCC or any of its Subsidiaries that has
         not been disclosed by Company in writing to the extent required
         pursuant to subsection 4.6 or 5.1(xi) prior to the making of the last
         preceding Loans (or, in the case of (i) the conversion of the Existing
         AXELs to Term Loans on the Restatement Date and (ii) the Revolving
         Loans made on the Restatement Date, to Agent prior to the execution of
         this Agreement), and there shall have occurred no development not so
         disclosed in any such action, suit, proceeding, governmental
         investigation or arbitration so disclosed, that, in either event, in
         the opinion of Agent or of Requisite Lenders, would be expected to have
         a Material Adverse Effect; and no injunction or other restraining order
         shall have been issued and no hearing to cause an injunction or other
         restraining order to be issued shall be pending or noticed with respect
         to any action, suit or proceeding seeking to enjoin or otherwise
         prevent the consummation of, or to recover any damages or obtain relief
         as a result of, the transactions contemplated by this Agreement, the
         conversion of the Existing AXELs to Term Loans hereunder or the making
         of the Revolving Loans hereunder.



                                   SECTION 4.

                         REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Agreement, convert the
Existing AXELs to Term Loans and make the Revolving Loans, each of BCC and
Company represents and warrants to each Lender, on the date of this Agreement
and on each Funding Date, that the following statements are true, correct and
complete:

4.1      ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS,
SUBSIDIARIES AND FCC     AND STATION MATTERS.

         A. ORGANIZATION AND POWERS. Each Loan Party is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation as specified in Schedule 4.1A annexed hereto. Each
such Loan Party has all requisite corporate power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents and Related
Agreements to which it is a party and to carry out the transactions contemplated
thereby.

         B. QUALIFICATION AND GOOD STANDING. Each Loan Party is qualified to do
business and in good standing in every jurisdiction where the nature of the
assets located therein or the conduct of its business and operations make such
qualification necessary, except in jurisdictions where the failure to be so
qualified or in good standing has not had and will not have a Material Adverse
Effect.

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          C. CONDUCT OF BUSINESS. Loan Parties are engaged only in the
businesses permitted to be engaged in pursuant to subsection 6.13 and the Loan
Documents.
         D. SUBSIDIARIES. All of the Subsidiaries of BCC as of the Restatement
Date are identified in Schedule 4.1A annexed hereto. The capital stock of BCC
and each of the Subsidiaries of BCC identified in Schedule 4.1A annexed hereto
is duly authorized, validly issued, fully paid and nonassessable and none of
such capital stock constitutes Margin Stock. Each of the Subsidiaries of BCC
identified in Schedule 4.1A annexed hereto is a corporation duly organized,
validly existing and in good standing under the laws of its respective
jurisdiction of incorporation set forth therein, has all requisite corporate
power and authority to own and operate its properties and to carry on its
business as now conducted and as proposed to be conducted, and is qualified to
do business and in good standing in every jurisdiction where the nature of the
assets located therein or the conduct of its business and operations make such
qualification necessary, in each case except where failure to be so qualified or
in good standing or a lack of such corporate power and authority has not had and
will not have singly or in the aggregate a Material Adverse Effect. Schedule
4.1A annexed hereto correctly sets forth, as of the Restatement Date, the
ownership interest of BCC and Company in each of the Subsidiaries of BCC
identified therein.


         E.       FCC AND STATION MATTERS.

                  (i) Each of BCC and its Subsidiaries has all requisite power
         and authority and FCC Licenses to own and operate its properties and to
         carry on its businesses as now conducted and as proposed to be
         conducted. Schedule 4.1E annexed hereto, as it may be supplemented
         pursuant to subsection 5.1(ix), correctly describes each of the
         Stations and sets forth all of the FCC Licenses of Company and its
         Subsidiaries and correctly sets forth the termination date, if any, of
         each such FCC License. A true, correct and complete copy of each
         material FCC License has been made available to Agent. Each material
         FCC License was duly and validly issued by the FCC pursuant to
         procedures which comply in all material respects with all requirements
         of applicable law. As of the initial funding under the Existing Credit
         Agreement and at all times thereafter, BCC and its Subsidiaries have
         the right to use all FCC Licenses required in the ordinary course of
         business for all Stations, and each such FCC License is in full force
         and effect. Each of BCC and its Subsidiaries has taken all material
         actions and performed all of its material obligations that are
         necessary to maintain all material FCC Licenses without adverse
         modification or impairment. Except as shown on Schedule 4.1E, no event
         has occurred which (i) results in, or after notice or lapse of time or
         both would result in, revocation, suspension, adverse modification,
         non-renewal, impairment, restriction or termination of or any order of
         forfeiture with respect to, any material FCC License or (ii) materially
         and adversely affects or could reasonably be expected in the future to
         materially adversely affect any of the rights of BCC or any of its
         Subsidiaries thereunder. Except as set forth on Schedule 4.1E, each FCC
         License is held by License Sub. Except as set forth in Schedule 4.1E,
         none of the FCC Licenses requires that any present stockholder,
         director, officer or employee of BCC or any of its Subsidiaries remain
         a stockholder or employee of such Person, or that any transfer of
         control of such Person must be approved by any public or governmental
         body other than the FCC.


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                  (ii) Except as shown on Schedule 4.1E, neither BCC nor any of
         its Subsidiaries is a party to or has knowledge of any investigation,
         notice of apparent liability, violation, forfeiture or other order or
         complaint issued by or before any court or regulatory body, including
         the FCC, or of any other proceedings (other than proceedings relating
         to the radio or television industries generally) which could in any
         manner materially threaten or adversely affect the validity or
         continued effectiveness of the FCC Licenses of any such Person. None of
         BCC nor any of its Subsidiaries has any reason to believe that any
         material FCC Licenses listed and described in Schedule 4.1E will not be
         renewed in the ordinary course. Each of BCC and its Subsidiaries, as
         applicable, (a) has duly filed in a timely manner all material filings,
         reports, applications, documents, instruments and information required
         to be filed by it under the Communication Act or pursuant to FCC
         Regulations or requests of any regulatory body having jurisdiction over
         any of its FCC Licenses, (b) has submitted to the FCC on a timely basis
         all required equal employment opportunity reports, and (c) is in
         compliance in all material respects with the Communications Act,
         including all FCC Regulations relating to the broadcast of television
         signals, all FCC Regulations concerning the limits on the duration of
         advertising in children's programming and the recordkeeping obligations
         relating to such advertising, the Children's Television Act and all FCC
         Regulations promulgated thereunder and all equal employment
         opportunity-related FCC Regulations. BCC and its Subsidiaries
         maintain appropriate public files at the Stations in a  manner that
         complies in all material respects with all FCC Regulations.

                  (iii) None of the Facilities (including the transmitter and
         tower sites owned or used by Company or any of its Subsidiaries)
         violates in any material respect the provisions of any applicable
         building codes, fire regulations, building restrictions or other
         governmental ordinances, orders, or regulations and each such Facility
         is zoned so as to permit the commercial uses intended by the owner or
         occupier thereof and there are no outstanding variances or special use
         permits materially affecting any of the Facilities or the uses thereof.

                  (iv) BCC and its Subsidiaries and the properties owned and/or
         operated by them, including the Stations, are in compliance in all
         material respects with all rules, regulations and policies of the
         Federal Aviation Administration applicable to any of them.

                  (v) The operation of the Stations does not cause or result in
         exposure to workers or the general public to levels of radio frequency
         radiation in excess of the "Radio Frequency Protection Guidelines"
         recommended in "American National Standard Safety Levels with Respect
         to Human Exposure to Radio Frequency Electromagnetic Fields 300 Khz to
         100 gHz" (ANSI C95.1-1982), issued by the American National Standards
         Institute.

                  (vi) The Ownership Reports filed by BCC, Company and its
         Subsidiaries with the FCC are true, correct and complete in all
         material respects and there have been no changes in the ownership of
         BCC, Company or any Subsidiary of Company since the filing of such
         Ownership Reports other than as described in information filed with the
         FCC and made available for examination by Agent pursuant to subsection
         5.1(viii).


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                  (vii) Each Station (except for KO2NQ-TV, Columbia, Missouri
         and K11TB-TV, Jefferson City, Missouri, each of which is a low power
         Station) has received a DTV channel allotment pursuant to the Sixth
         Report and Order (MM Docket No. 87-268, FCC 97-115) released by the FCC
         on April 21, 1997 (as such Report and Order may be revised or
         supplemented from time to time by the FCC) that will permit each
         Station to broadcast a high quality DTV signal, without significant
         interference from or to other spectrum users. The number of television
         households currently served by each Station to which such Station may
         be unable to broadcast such DTV signal in accordance with such Report
         and Order would not have a Material Adverse Effect.

4.2      AUTHORIZATION OF BORROWING, ETC.

          A. AUTHORIZATION OF BORROWING. The execution, delivery and performance
of the Loan Documents and the Related Agreements have been duly authorized by
all necessary corporate action on the part of each Loan Party that is a party
thereto.

          B. NO CONFLICT. The execution, delivery and performance by Loan
Parties of the Loan Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents and such Related Agreements do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to any
Loan Party or any of their respective Subsidiaries, the Certificate or Articles
of Incorporation or Bylaws of BCC or any of its Subsidiaries or any order,
judgment or decree of any court or other agency of government binding on any
Loan Party or any of their respective Subsidiaries, (ii) conflict with, result
in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of BCC or any of its Subsidiaries,
(iii) result in or require the creation or imposition of any Lien upon any
of the properties or assets of any Loan Party or any of their respective
Subsidiaries (other than any Liens created under any of the Loan Documents
in favor of Agent on behalf of Lenders and Liens permitted under
subsection 6.2A(iii)), or (iv) require any approval of stockholders or
any approval or consent of any Person under any Contractual Obligation of
any Loan Party or any of their respective Subsidiaries, except for such
approvals or consents which will be obtained on or before the Acquisition
Date and disclosed in writing to Lenders.

          C. GOVERNMENTAL CONSENTS. The execution, delivery and performance by
Loan Parties of the Loan Documents and the Related Agreements to which they are
parties and the consummation of the transactions contemplated by the Loan
Documents and such Related Agreements do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body, other than filings required in connection with the perfection of security
interests granted pursuant to the Collateral Documents and filings required to
be made with the Securities and Exchange Commission in connection with the
Exchangeable Preferred Stock and Senior Subordinated Notes.

          D. BINDING OBLIGATION. Each of the Loan Documents and Related
Agreements has been duly executed and delivered by each Loan Party that is a
party thereto and is the legally valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its respective
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium

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or similar laws relating to or limiting creditors' rights generally
or by equitable principles relating to enforceability.
          E. VALID ISSUANCE OF SELLER PREFERRED STOCK, EXCHANGEABLE PREFERRED
STOCK, WARRANTS AND SENIOR SUBORDINATED NOTES.

             (i) Seller Preferred Stock, Exchangeable Preferred Stock and
         Warrants. The Seller Preferred Stock, Exchangeable Preferred Stock and
         Warrants sold on or before the Acquisition Date are duly and validly
         issued, fully paid and nonassessable. No stockholder of BCC has or will
         have any preemptive rights to subscribe for any additional equity
         Securities of BCC, except that holders of the Warrants shall have the
         right to exchange the Warrants for Class A Common Stock of BCC in
         accordance with the terms thereof. The issuance and sale of such Seller
         Preferred Stock, Exchangeable Preferred Stock and Warrants, have either
         (a) been registered or qualified under applicable federal and state
         securities laws or (b) are exempt therefrom.

                  (ii) Senior Subordinated Notes . BCC has the corporate power
         and authority to issue the Senior Subordinated Notes. The Senior
         Subordinated Notes are the legally valid and binding obligations of
         BCC, enforceable against BCC in accordance with their respective terms,
         except as may be limited by bankruptcy, insolvency, reorganization,
         moratorium or similar laws relating to or limiting creditors' rights
         generally or by equitable principles relating to enforceability.
         The subordination provisions of the Senior Subordinated Notes
         are and will be enforceable against the holders thereof and the
         Loans and all other monetary Obligations hereunder are and will
         be within the definition of "Senior Debt" included in such
         provisions. The Senior Subordinated Notes have either (a) been
         registered or qualified under applicable federal and state securities
         laws or (b) are exempt therefrom.

4.3      FINANCIAL CONDITION.

         Company has heretofore delivered to Lenders, at Lenders' request, the
following financial statements and information: (i) the audited consolidated
balance sheet of each of (x) BCC and its Subsidiaries and (y) Company and its
Subsidiaries, in each case as at December 31, 1996, and the related consolidated
statements of income, stockholders' equity and cash flows of each of (x) BCC and
its Subsidiaries and (y) Company and its Subsidiaries, in each case for the
Fiscal Year then ended, (ii) the unaudited consolidated balance sheet of each of
(x) BCC and its Subsidiaries and (y) Company and its Subsidiaries, in each case
as at March 31, 1997 and the related unaudited consolidated statements of
income, stockholders' equity and cash flows of each of (x) BCC and its
Subsidiaries and (y) Company and its Subsidiaries, in each case for the quarter
then ended, (iii) the unaudited consolidated balance sheet of each of (x) BCC
and its Subsidiaries and (y) Company and its Subsidiaries, in each case as at
June 30, 1997 and the related unaudited consolidated statements of income,
stockholders' equity and cash flows of each of (x) BCC and its Subsidiaries and
(y) Company and its Subsidiaries, in each case for the quarter then ended and
(iv) the unaudited consolidated balance sheet of each of (x) BCC and its
Subsidiaries and (y) Company and its Subsidiaries, in each case as at September
30, 1997 and the related unaudited consolidated statements of income,
stockholders' equity and cash flows of each of (x) BCC and its Subsidiaries and
(y) Company and its Subsidiaries, in each case for the quarter then ended. All
such statements

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were prepared in conformity with GAAP and fairly present, in all
material respects, the financial position (on a consolidated basis) of the
entities described in such financial statements as at the respective dates
thereof and the results of operations and cash flows (on a consolidated basis)
of the entities described therein for each of the periods then ended, subject,
in the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments. Company does not (and will not
following the funding of the initial Loans) have any Contingent Obligation,
contingent liability or liability for taxes, long-term lease or unusual forward
or long-term commitment (other than such obligations under Program Contracts
which have not yet been reflected as accrued in accordance with GAAP) that is
not reflected in the foregoing financial statements or the notes thereto or on
Schedule 4.3 annexed hereto and which in any such case is material in relation
to the business, operations, properties, assets, condition (financial or
otherwise) or prospects of BCC or any of its Subsidiaries.

4.4      NO MATERIAL ADVERSE CHANGE; NO RESTRICTED JUNIOR PAYMENTS.

         Since December 31, 1996, no event or change has occurred that has
caused or evidences, either in any case or in the aggregate, a Material Adverse
Effect. Neither BCC nor any of its Subsidiaries has directly or indirectly
declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so except as permitted by subsection
6.5.


4.5      TITLE TO PROPERTIES; LIENS; REAL PROPERTY.

         A. TITLE TO PROPERTIES; LIENS. Loan Parties have (i) good, sufficient
and legal title to (in the case of fee interests in real property), (ii) valid
leasehold interests in (in the case of leasehold interests in real or personal
property), or (iii) good title to (in the case of all other personal property),
all of their respective properties and assets reflected in the financial
statements referred to in subsection 4.3 or in the most recent financial
statements delivered pursuant to subsection 5.1, in each case except for assets
disposed of since the date of such financial statements in the ordinary course
of business or as otherwise permitted under subsection 6.7. Except as permitted
by this Agreement, all such properties and assets are free and clear of Liens.

         B. REAL PROPERTY. As of the Restatement Date, Schedule 4.5 annexed
hereto contains a true, accurate and complete list of (i) all fee properties and
(ii) all leases, subleases or assignments of leases (together with all
amendments, modifications, supplements, renewals or extensions of any thereof)
affecting each Real Property Asset of any Loan Party where the annual rental
payments thereunder are greater than $100,000, regardless of whether such Loan
Party is the landlord or tenant (whether directly or as an assignee or successor
in interest) under such lease, sublease or assignment. Except as specified in
Schedule 4.5 annexed hereto, each agreement listed in clause (ii) of the
immediately preceding sentence is in full force and effect and neither BCC nor
Company has knowledge of any default that has occurred and is continuing
thereunder, and each such agreement constitutes the legally valid and binding
obligation of each applicable Loan Party, enforceable against such Loan Party in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles and except in each case
where the default or the failure to be in full force and effect or enforceable
would not, individually or in the aggregate,

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have a Material Adverse Effect. Company's good faith estimate of the fair
market value of each Acquisition Date Mortgaged Property is set forth
on Schedule 3.2F annexed hereto.

4.6      LITIGATION; ADVERSE FACTS.

         There are no actions, suits, proceedings, arbitrations or governmental
investigations (whether or not purportedly on behalf of BCC or Company or any
Loan Party or any of its Subsidiaries) at law or in equity, or before or by any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign (including any
Environmental Claims) that are pending or, to the knowledge of BCC or Company,
threatened against or affecting any Loan Party or any of its Subsidiaries or any
property of any Loan Party or any of its Subsidiaries and that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect. No Loan Party or any of its Subsidiaries (i) is in violation of any
applicable laws (including Environmental Laws) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect,
or (ii) is subject to or in default with respect to any final judgments, writs,
injunctions, decrees, rules or regulations of any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.


4.7      PAYMENT OF TAXES.

         Except to the extent permitted by subsection 5.3, all tax returns and
reports of BCC and its Subsidiaries required to be filed by any of them have
been timely filed, and all taxes shown on such tax returns to be due and payable
and all assessments, fees and other governmental charges upon BCC and its
Subsidiaries and upon their respective properties, assets, income, businesses
and franchises which are due and payable have been paid when due and payable.
Neither BCC nor Company knows of any proposed tax assessment against BCC or any
of its Subsidiaries which is not being actively contested by BCC, Company or
such Subsidiary in good faith and by appropriate proceedings; provided that such
reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

4.8      PERFORMANCE OF AGREEMENTS; MATERIALLY ADVERSE AGREEMENTS; MATERIAL
CONTRACTS.

         A. No Loan Party nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, would not have a Material Adverse Effect.

         B. No Loan Party nor any of its Subsidiaries is a party to or is
otherwise subject to any agreements or instruments or any charter or other
internal restrictions which, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect.

          C. All Material Contracts are in full force and effect and no material
defaults currently exist thereunder.

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4.9      GOVERNMENTAL REGULATION.

         No Loan Party nor any of its Subsidiaries is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable.

4.10     SECURITIES ACTIVITIES.

          A. No Loan Party is engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or
carrying any Margin Stock.
         B. Following application of the proceeds of each Loan, not more than
25% of the value of the assets (either of Company only or of Company and its
Subsidiaries on a consolidated basis) subject to the provisions of subsection
6.2 or 6.7 or subject to any restriction contained in any agreement or
instrument, between Company and any Lender or any Affiliate of any Lender,
relating to Indebtedness and within the scope of subsection 7.2, will be Margin
Stock.

4.11     EMPLOYEE BENEFIT PLANS.

         A. Each Loan Party and each of their respective ERISA Affiliates are in
material compliance with all applicable provisions and requirements of ERISA and
the regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all of their material obligations
under each Employee Benefit Plan. Each Employee Benefit Plan which is intended
to qualify under Section 401(a) of the Internal Revenue Code is so qualified.

          B. No ERISA Event has occurred or is reasonably expected to occur
which would have a Material Adverse Effect.
         C. Except to the extent required under Section 4980B of the Internal
Revenue Code or except as set forth in Schedule 4.11 annexed hereto, no Employee
Benefit Plan provides health or welfare benefits (through the purchase of
insurance or otherwise) for any retired or former employee of any Loan Party or
any of their respective ERISA Affiliates.

         D. As of the most recent valuation date for any Pension Plan, the
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), does not exceed $1,000,000.

         E. As of the most recent valuation date for each Multiemployer Plan for
which the actuarial report is available, the potential liability of Loan Parties
and their respective ERISA Affiliates for a complete withdrawal from such
Multiemployer Plan (within the meaning of Section 4203 of ERISA), when
aggregated with such potential liability for a complete withdrawal from all


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Multiemployer Plans, based on information available pursuant to Section 4221(e)
of ERISA, does not exceed $1,000,000.

4.12     CERTAIN FEES.

         No broker's or finder's fee or commission will be payable with respect
to this Agreement or any of the transactions contemplated hereby, and each of
BCC and Company, jointly and severally, hereby indemnifies Lenders against, and
agrees that it will hold Lenders harmless from, any claim, demand or liability
for any such broker's or finder's fees alleged to have been incurred in
connection herewith or therewith and any expenses (including reasonable fees,
expenses and disbursements of counsel) arising in connection with any such
claim, demand or liability.

4.13     ENVIRONMENTAL PROTECTION.

                  (i) Except as set forth on Schedule 4.13 annexed hereto, no
         Loan Party nor any of its Subsidiaries nor any of their respective
         Facilities or operations are subject to any outstanding written order,
         consent decree or settlement agreement with any Person relating to (a)
         any Environmental Law, (b) any Environmental Claim, or (c) any
         Hazardous Materials Activity;

                   (ii) No Loan Party nor any of its Subsidiaries has received
          any letter or request for information under Section 104 of the
          Comprehensive Environmental Response, Compensation, and Liability Act
          (42 U.S.C. 'SS' 9604) or any comparable state law;

                   (iii) There are no and, to BCC's and Company's knowledge,
          have been no conditions, occurrences, or Hazardous Materials
          Activities which could reasonably be expected to form the basis of an
          Environmental Claim against any Loan Party or any of its Subsidiaries
          that, individually or in the aggregate, could reasonably be expected
          to have a Material Adverse Effect;

                  (iv) No Loan Party nor any of its Subsidiaries, nor, to BCC's
         and Company's knowledge, any predecessor of any Loan Party has filed
         any notice under any Environmental Law indicating past or present
         treatment of Hazardous Materials at any Facility, and no Loan Party's
         nor any of its Subsidiaries' operations involves the generation,
         transportation, treatment, storage or disposal of hazardous waste
         (other than Hazardous Materials used in the ordinary course of
         business, the use of which is immaterial and not reasonably likely to
         materially adversely affect the Facilities or have a Material Adverse
         Effect), as defined under 40 C.F.R. Parts 260-270 or any state
         equivalent; and

                  (v) Compliance with all current or reasonably foreseeable
         future requirements pursuant to or under Environmental Laws will not,
         individually or in the aggregate, have a reasonable possibility of
         giving rise to a Material Adverse Effect.

         Notwithstanding anything in this subsection 4.13 to the contrary, no
event or condition has occurred or is occurring with respect to any Loan Party
relating to any Environmental Law, any


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<PAGE>

Release of Hazardous Materials, or any Hazardous Materials Activity which
individually or in the aggregate has had or could reasonably be expected
to have a Material Adverse Effect.

4.14     EMPLOYEE MATTERS.

         Except as set forth on Schedule 4.14 annexed hereto, no Loan Party nor
its Subsidiaries is party to any collective bargaining agreement and, to the
knowledge of BCC and Company, no union representative question exists with
respect to the employees of any Loan Party or its Subsidiaries. There is no
strike, work stoppage, slowdown, lockout or other labor dispute pending, or to
the knowledge of BCC and Company, threatened, involving any Loan Party or any of
its Subsidiaries that singly or in the aggregate could reasonably be expected to
have a Material Adverse Effect.

4.15     SOLVENCY.

         Each Loan Party is and, upon the incurrence of any Obligations by such
Loan Party on any date on which this representation is made, will be, Solvent.

4.16     MATTERS RELATING TO COLLATERAL.

         A.       CREATION, PERFECTION AND PRIORITY OF LIENS.  The execution and
delivery of the Collateral Documents by Loan Parties, together with (i) the
actions taken on or prior to the date hereof pursuant to subsections 3.2F,
3.2G and 5.8 and (ii) the delivery to Agent of any Pledged Collateral not
delivered to Agent at the time of execution and delivery of the applicable
Collateral Document (all of which Pledged Collateral on the Restatement
Date will have been so delivered) are effective to create in favor of
Agent for the benefit of Lenders, as security for the respective Secured
Obligations (as defined in the applicable Collateral Document in respect
of any Collateral), a valid and perfected First Priority Lien on all of the
Collateral, and all filings and other actions necessary or desirable to perfect
and maintain the perfection and First Priority status of such Liens have been
duly made or taken and remain in full force and effect, other than the filing of
any UCC financing statements delivered to Agent for filing (but not yet filed)
and the periodic filing of UCC continuation statements in respect of UCC
financing statements filed by or on behalf of Agent.

          B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for either (i) the pledge or grant by any Loan Party
of the Liens purported to be created in favor of Agent pursuant to any of the
Collateral Documents or (ii) the exercise by Agent of any rights or remedies in
respect of any Collateral (whether specifically granted or created pursuant to
any of the Collateral Documents or created or provided for by applicable law),
except for filings or recordings contemplated by subsection 4.16A and except as
may be required, in connection with the disposition of any Pledged Collateral,
by laws generally affecting the offering and sale of securities or by the FCC.

         C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have been filed
in favor of Agent as contemplated by subsection 4.16A and in respect of Liens
permitted under subsection 6.2A(iii) hereof, no effective UCC financing
statement, fixture filing or other instrument similar in effect covering all or
any part of the Collateral is on file in any filing or recording office.




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          D. MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant
to the Collateral Documents does not violate Regulation G, T, U or X of the
Board of Governors of the Federal Reserve System.

          E. INFORMATION REGARDING COLLATERAL. All information supplied to Agent
by or on behalf of any Loan Party with respect to any of the Collateral (in each
case taken as a whole with respect to any particular Collateral) is accurate and
complete in all material respects.
4.17     APPLICABLE LAW.

         Each Loan Party and its Subsidiaries is in compliance with the
requirements of all applicable laws, rules, regulations, orders, applications,
reporting and licensing requirements of all governmental authorities (including
all Communications Regulatory Authorities) except for violations thereof which
could not reasonably be expected to have a Material Adverse Effect; and no Loan
Party nor any of its Subsidiaries is the subject of any outstanding citation
order or investigation by any Communications Regulatory Authority which could
reasonably be expected to have a Material Adverse Effect, and no such citation,
order or investigation (excluding any rule making proceeding of general
applicability) which could reasonably be expected to have a Material Adverse
Effect, to the knowledge of BCC and Company, is contemplated by any
Communications Regulatory Authority.



4.18     DISCLOSURE.

         No representation or warranty of BCC or Company contained in the
Confidential Information Memorandum or in any Loan Document or Related Agreement
or in any other document, certificate or written statement furnished to Lenders
by or on behalf of BCC or Company for use in connection with the transactions
contemplated by this Agreement contains any untrue statement of a material fact
or omits to state a material fact (known to BCC or Company, in the case of any
document not furnished by either of them) necessary in order to make the
statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by Company to be reasonable and attainable at
the time made, it being recognized by Lenders that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results. There are no facts known (or which should upon the reasonable exercise
of diligence be known) to BCC or Company (other than matters of a general
economic nature) that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect and that have not been disclosed
herein or in such other documents, certificates and statements furnished to
Lenders for use in connection with the transactions contemplated hereby.

                                   SECTION 5.

                              AFFIRMATIVE COVENANTS

         Each of BCC and Company covenants and agrees that, so long as any of
the Commitments hereunder shall remain in effect and until payment in full of
all of the Loans and other Obligations


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(other than inchoate indemnification obligations with respect to claims, losses
or liabilities which have not yet arisen), unless Requisite Lenders shall
otherwise give prior written consent, each of BCC and Company shall perform,
and shall cause each of its Subsidiaries to perform, all covenants in this
Section 5.

5.1      FINANCIAL STATEMENTS AND OTHER REPORTS.

         BCC will maintain, and cause each of its Subsidiaries to maintain, a
system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. Company will deliver to Agent (with sufficient copies for each
Lender) for delivery to Lenders;

                  (i) Monthly Financials: as soon as available and in any event
         within 30 days after the end of each month (other than the last month
         of each Fiscal Quarter) ending after the Restatement Date, the
         consolidated profit and loss statements of BCC and its Subsidiaries and
         of the Stations on a Station-by-Station basis for such month and for
         the period from the beginning of the then current Fiscal Year to the
         end of such month, setting forth in each case in comparative form the
         corresponding figures for the corresponding periods of the previous
         Fiscal Year and the corresponding figures from the Financial Plan for
         the current Fiscal Year, to the extent prepared on a monthly basis, all
         in reasonable detail and certified by the chief financial officer of
         Company that they fairly present, in all material respects, the profits
         and losses for the periods indicated, subject to changes resulting from
         audit and normal year-end  adjustments;

                  (ii) Quarterly Financials: as soon as available and in any
         event within 45 days after the end of each Fiscal Quarter, the
         consolidated balance sheet of BCC and its Subsidiaries as at the end of
         such Fiscal Quarter and the related consolidated statements of income,
         stockholders' equity and cash flows of BCC and its Subsidiaries and of
         the Stations on a Station-by-Station basis for such Fiscal Quarter and
         for the period from the beginning of the then current Fiscal Year to
         the end of such Fiscal Quarter, setting forth in each case in
         comparative form the corresponding figures for the corresponding
         periods of the previous Fiscal Year and the corresponding figures from
         the Financial Plan for the current Fiscal Year, all in reasonable
         detail and certified by the chief financial officer of Company that
         they fairly present, in all material respects, the financial condition
         of BCC and its Subsidiaries as at the dates indicated and the results
         of their operations and their cash flows for the periods indicated,
         subject to changes resulting from audit and normal year-end
         adjustments;

                  (iii) Year-End Financials: as soon as available and in any
         event within 90 days after the end of each Fiscal Year, (a) the
         consolidated balance sheet of BCC and its Subsidiaries as at the end of
         such Fiscal Year and the related consolidated statements of income,
         stockholders' equity and cash flows of BCC and its Subsidiaries for
         such Fiscal Year, setting forth in each case in comparative form the
         corresponding figures for the previous Fiscal Year and the
         corresponding figures from the Financial Plan for the Fiscal Year
         covered by such financial statements, all in reasonable detail and
         certified by the chief financial officer of Company that they fairly
         present, in all material respects, the financial




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         condition of BCC and its Subsidiaries as at the dates indicated and the
         results of their operations and their cash flows for the periods
         indicated, (b) a narrative report describing the operations of BCC and
         its Subsidiaries in the form prepared for presentation to senior
         management for such Fiscal Year, and (c) in the case of
         such consolidated financial statements, a report thereon of McGladrey
         & Pullen, LLP or other independent certified public accountants
         of recognized national standing selected by Company and satisfactory
         to Agent, which report shall be unqualified, shall express no doubts
         about the ability of BCC and its Subsidiaries to continue as a going
         concern, and shall state that such consolidated financial statements
         fairly present, in all material respects, the consolidated
         financial position of BCC and its  Subsidiaries as at the dates
         indicated and the results of their operations and their cash flows
         for the periods indicated in conformity with GAAP applied on a basis
         consistent with prior years (except as otherwise disclosed in such
         financial statements) and that the examination by such accountants
         in connection with such consolidated financial statements has been
         made in accordance with generally accepted auditing standards;

                  (iv) Officers' and Compliance Certificates: (a) together with
         each delivery of financial statements of BCC and its Subsidiaries
         pursuant to subdivisions (i), (ii) and (iii) above, an Officers'
         Certificate of Company stating that the signers have reviewed the terms
         of this Agreement and have made, or caused to be made under their
         supervision, a review in reasonable detail of the transactions and
         condition of BCC and its Subsidiaries during the accounting period
         covered by such financial statements and that such review has not
         disclosed the existence during or at the end of such accounting period,
         and that the signers do not have knowledge of the existence as at
         the date of such Officers' Certificate, of any condition or event
         that constitutes an Event of Default or Potential Event of Default,
         or, if any such condition or event existed or exists, specifying the
         nature and period of existence thereof and what action Company has
         taken, is taking and proposes to take with respect thereto; and
         (b) together with each delivery of financial statements of BCC
         and its Subsidiaries pursuant to subdivisions (ii) and (iii) above,
         a Compliance Certificate demonstrating in reasonable detail
         compliance during and at the end of the applicable accounting periods
         with the restrictions contained in Section 6;

                  (v) Reconciliation Statements: if, as a result of any change
         in accounting principles and policies from those used in the
         preparation of the audited financial statements referred to in
         subsection 4.3, the consolidated financial statements of BCC and its
         Subsidiaries delivered pursuant to subdivisions (i), (ii), (iii) or
         (xiv) of this subsection 5.1 will differ in any material respect from
         the consolidated financial statements that would have been delivered
         pursuant to such subdivisions had no such change in accounting
         principles and policies been made, then (a) together with the first
         delivery of financial statements pursuant to subdivision (i), (ii),
         (iii) or (xiv) of this subsection 5.1 following such change,
         consolidated financial statements of BCC and its Subsidiaries for (y)
         the current Fiscal Year to the effective date of such change and (z)
         the two full Fiscal Years immediately preceding the Fiscal Year in
         which such change is made, in each case prepared on a pro forma basis
         as if such change had been in effect during such periods, and (b)
         together with each delivery of financial statements pursuant to
         subdivision (i), (ii), (iii) or (xiv) of this subsection 5.1 following
         such change, a written statement of the chief accounting officer or
         chief financial officer of Company setting forth the differences
         (including any differences that would affect


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         any calculations relating to the financial covenants set forth in
         subsection 6.6) which would have resulted if such financial
         statements had been prepared without giving effect to such change;

                  (vi) Accountants' Certification: together with each delivery
         of consolidated financial statements of BCC and its Subsidiaries
         pursuant to subdivision (iii) above, a written statement by the
         independent certified public accountants giving the report thereon (a)
         stating that their audit examination has included a review of the terms
         of this Agreement and the other Loan Documents as they relate to
         accounting matters, (b) stating whether, in connection with their audit
         examination, any condition or event that constitutes an Event of
         Default or Potential Event of Default has come to their attention and,
         if such a condition or event has come to their attention, specifying
         the nature and period of existence thereof; provided that such
         accountants shall not be liable by reason of any failure to obtain
         knowledge of any such Event of Default or Potential Event of Default
         that would not be disclosed in the course of their audit examination,
         and (c) stating that based on their audit examination nothing has come
         to their attention that causes them to believe either or both that the
         information contained in the certificates delivered therewith pursuant
         to subdivision (iv) above is not correct or that the matters set forth
         in the Compliance Certificates delivered therewith pursuant to clause
         (b) of subdivision (iv) above for the applicable Fiscal Year are not
         stated in accordance with the terms of this Agreement;

                  (vii) Accountants' Reports: (a) promptly upon receipt thereof
         (unless restricted by applicable professional standards), copies of all
         reports (other than any reports that are not material with respect to
         either (x) BCC or any of its Subsidiaries or (y) any of the financial
         statements of any of BCC or any of its Subsidiaries) submitted to
         Company by independent certified public accountants in connection with
         each annual, interim or special audit of the financial statements of
         BCC and its Subsidiaries made by such accountants, including any
         comment letter submitted by such accountants to management in
         connection with their annual audit and (b) together with the first
         delivery of consolidated financial statements of BCC and its
         Subsidiaries pursuant to subdivision (iii) above following any change
         in the independent certified public accountants of BCC and its
         Subsidiaries, a letter acknowledged and agreed to by Company and such
         new accountants addressed to Agent and Lenders, in substance similar to
         the Auditor's Letter and otherwise in form and substance reasonably
         satisfactory to Agent;

                  (viii) SEC Filings, FCC Filings and Press Releases: promptly
         upon their becoming available, copies of (a) all financial statements,
         reports, notices and proxy statements sent or made available generally
         by BCC to its security holders or by any Subsidiary of BCC to its
         security holders other than BCC or another Subsidiary of BCC, (b) all
         regular and periodic reports and all registration statements (other
         than on Form S-8 or a similar form) and prospectuses, if any, filed by
         BCC or any of its Subsidiaries with any securities exchange or with the
         Securities and Exchange Commission or any governmental or private
         regulatory authority, (c) all press releases and other statements made
         available generally by BCC or any of its Subsidiaries to the public
         concerning material developments in the business of BCC or any of its
         Subsidiaries, (d) any material non-routine correspondence or official
         notices received by BCC or any of the other Loan Parties from any
         Communications


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         Regulatory Authority, and (e) all material information filed by
         any Loan Party with the FCC (including all Ownership Reports
         and amendments or supplements to any Ownership Report);

                  (ix) FCC Licenses, etc.: promptly upon (a) receipt of notice
         of (1) any forfeiture, non-renewal, cancellation, termination,
         revocation, suspension, impairment or material modification of any
         material FCC License held by BCC or any of its Subsidiaries, or any
         notice of default or forfeiture with respect to any such FCC License,
         or (2) any refusal by any governmental agency or authority (including
         the FCC) to renew or extend any such FCC License, an Officers'
         Certificate specifying the nature of such event, the period of
         existence thereof, and what action BCC and its Subsidiaries are taking
         and propose to take with respect thereto, and (b) any acquisition of
         any Station, a written notice setting forth with respect to such
         Station all of the data required to be set forth in Schedule 4.1E under
         subsection 4.1E with respect to such Stations and the FCC Licenses
         required in connection with the ownership and operation of such Station
         (it being understood that such written notice shall be deemed to
         supplement Schedule 4.1E annexed hereto for all purposes of this
         Agreement);

                  (x) Events of Default, etc.: promptly upon any officer of BCC
         or Company obtaining knowledge (a) of any condition or event that
         constitutes an Event of Default or Potential Event of Default, or
         becoming aware that any Lender has given any notice (other than to
         Agent) or taken any other action with respect to a claimed Event of
         Default or Potential Event of Default, (b) that any Person has given
         any notice to BCC or any of its Subsidiaries or taken any other action
         with respect to a claimed default or event or condition of the type
         referred to in subsection 7.2, (c) of any condition or event that would
         be required to be disclosed in a current report filed by BCC with the
         Securities and Exchange Commission on Form 8-K (Items 1, 2, 4, 5 and 6
         of such Form as in effect on the date hereof) if BCC were required to
         file such reports  under the Exchange Act, (d) of any condition
         or event that constitutes a breach or default by BCC or any of
         its Subsidiaries with respect to any provision of the Existing
         Senior Note Indenture, the Existing Senior Notes, the Senior
         Subordinated Note Indenture, the Senior Subordinated Notes,
         the Seller Preferred Certificate of Designation, the
         Exchangeable Preferred Certificate of Designation, the Warrant
         Agreement or the Warrants, or (e) of the occurrence of any event or
         change that has caused or evidences, either in any case or in the
         aggregate, a Material Adverse Effect, an Officers' Certificate
         specifying the nature and period of existence of such condition, event
         or change, or specifying the notice given or action taken by any such
         Person and the nature of such claimed Event of Default, Potential Event
         of Default, default, event or condition, and what action BCC has taken,
         is taking and proposes to take with respect thereto;

                  (xi) Litigation or Other Proceedings: promptly upon any
         officer of BCC obtaining knowledge of (a) the institution of, or
         non-frivolous threat of, any action, suit, proceeding (whether
         administrative, judicial or otherwise), governmental investigation or
         arbitration against or affecting BCC or any of its Subsidiaries or any
         property of BCC or any of its Subsidiaries (collectively,
         "PROCEEDINGS") not previously disclosed in writing by BCC to Lenders or
         (b) any material development in any Proceeding that, in any case:



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                           (1)      if adversely determined, has a reasonable
                  possibility of giving rise to  a Material Adverse Effect; or

                           (2)      seeks to enjoin or otherwise prevent the
                  consummation of, or to recover  any damages or obtain relief
                  as a result of, the transactions contemplated hereby;

         written notice thereof together with such other information as may be
         reasonably available to BCC or Company to enable Lenders and their
         counsel to evaluate such matters;

                  (xii) ERISA Events: promptly upon becoming aware of the
         occurrence of or forthcoming occurrence of any material ERISA Event, a
         written notice specifying the nature thereof, what action BCC, any of
         its Subsidiaries or any of their respective ERISA Affiliates has taken,
         is taking or proposes to take with respect thereto and, when known, any
         action taken or threatened by the Internal Revenue Service, the
         Department of Labor or the PBGC with respect thereto;

                  (xiii) ERISA Notices: with reasonable promptness, copies of
         (a) each Schedule B (Actuarial Information) to the annual report (Form
         5500 Series) filed by Company, any of its Subsidiaries or any of their
         respective ERISA Affiliates with the Internal Revenue Service with
         respect to each Pension Plan; (b) all notices received by BCC, any of
         its Subsidiaries or any of their respective ERISA Affiliates from a
         Multiemployer Plan sponsor concerning an ERISA Event; and (c) copies of
         such other documents or governmental reports or filings relating to any
         Employee Benefit Plan as Agent shall reasonably request;

                  (xiv) Financial Plans: as soon as practicable and in any event
         no later than 30 days after the beginning of each Fiscal Year, a
         consolidated financial budget for such Fiscal Year and each Fiscal Year
         thereafter through December 31, 2004 (the "FINANCIAL PLAN" for such
         Fiscal Year), including (a) budgeted consolidated statements of income,
         budgeted capital expenditures and Program Payments of BCC and its
         Subsidiaries for such Fiscal Year, for each month of such Fiscal Year
         and for each Fiscal Year after such Fiscal Year through December 31,
         2004, in each case on a Station-by-Station basis, together with an
         explanation of the assumptions on which such budget is based, and (b)
         the amount of budgeted unallocated overhead for such Fiscal Year;

                  (xv) Insurance: as soon as practicable and in any event by the
         last day of each Fiscal Year, a report in form and substance
         satisfactory to Agent outlining all material insurance coverage
         maintained as of the date of such report by BCC and its Subsidiaries
         and all material insurance coverage planned to be maintained by BCC and
         its Subsidiaries in the immediately succeeding Fiscal Year;

                  (xvi)    Board of Directors:  with reasonable promptness,
         written notice of any change in the Board of Directors of BCC or
         Company;

                  (xvii) Material Contract: promptly, and in any event within
         ten Business Days after any Material Contract (other than any Program
         Contract) of BCC or any of its Subsidiaries



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         is terminated or amended in a manner that is materially adverse to BCC
         or such Subsidiary, as the case may be, or any new Material Contract
         (other than any Program  Contract) is entered into, a written statement
         describing such event with copies of such material amendments or new
         contracts, and an explanation of any actions being taken with respect
         thereto;

                  (xviii) UCC Search Report: as promptly as practicable after
         the date of delivery to Agent of any UCC financing statement executed
         by any Loan Party pursuant to subsection 3.2G(iii) or 5.8A, copies of
         completed UCC searches evidencing the proper filing, recording and
         indexing of all such UCC financing statement and listing all other
         effective financing statements that name such Loan Party as debtor,
         together with copies of all such other financing statements not
         previously delivered to Agent by or on behalf of Company or such Loan
         Party; and

                   (xix) Other Information: with reasonable promptness, such
          other information and data with respect to Company or any of its
          Subsidiaries as from time to time may be reasonably requested by any
          Lender.

5.2      CORPORATE EXISTENCE; BOARD OF DIRECTORS; ETC.

         Except as permitted under subsection 6.7, BCC will, and will cause each
of its Subsidiaries to, at all times preserve and keep in full force and effect
its corporate existence and each of BCC and Company will maintain such number of
directors and elect any new members to its board of directors in such a manner
so as to insure that no "Change of Control" (as such term is defined in the
Existing Senior Note Indenture or the Senior Subordinated Note Indenture) occurs
and that no such "Change of Control" would occur in the event that the holders
of the Seller Preferred Stock and/or the Exchangeable Preferred Stock were to
become entitled to elect, and were to elect, additional directors as a result
of an event giving rise to such entitlement pursuant to any document relating
to the Senior Preferred Stock and the Exchangeable Preferred Stock.

5.3      PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

         A. BCC will, and will cause each of its Subsidiaries to, pay all taxes,
assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including claims
for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or
assets, prior to the time when any penalty or fine shall be incurred with
respect thereto; provided that no such charge or claim need be paid if it is
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, so long as (i) such reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have been
made therefor and (ii) in the case of a charge or claim which has or may become
a Lien against any of the Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the Collateral to satisfy such charge
or claim.

          B. BCC will not, nor will it permit any of its Subsidiaries to, file
or consent to the filing of any consolidated income tax return with any Person
(other than BCC or any of its Subsidiaries).


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 5.4 MAINTENANCE OF PROPERTIES; INSURANCE; APPLICATION OF NET
     INSURANCE/CONDEMNATION  PROCEEDS.

         A. MAINTENANCE OF PROPERTIES. BCC will, and will cause each of its
Subsidiaries to, maintain or cause to be maintained in good repair, working
order and condition, ordinary wear and tear excepted, all material properties
used or useful in the business of BCC and its Subsidiaries (including all
Intellectual Property) and from time to time will make or cause to be made all
appropriate repairs, renewals and replacements thereof.

         B. INSURANCE. BCC or Company will maintain or cause to be maintained,
with financially sound and reputable insurers, such public liability insurance,
third party property damage insurance, business interruption insurance and
casualty insurance with respect to liabilities, losses or damage in respect of
the assets, properties and businesses of BCC and its Subsidiaries as may
customarily be carried or maintained under similar circumstances by corporations
of established reputation engaged in similar businesses, in each case in such
amounts (giving effect to self-insurance), with such deductibles, covering such
risks and otherwise on such terms and conditions as shall be customary for
corporations similarly situated in the industry. Without limiting the generality
of the foregoing, BCC will maintain or cause to be maintained (i) flood
insurance with respect to each Flood Hazard Property that is located in a
community that participates in the National Flood Insurance Program, in each
case in compliance with any applicable regulations of the Board of Governors of
the Federal Reserve System, and (ii) replacement value casualty insurance on the
Collateral under such policies of insurance, with such insurance companies, in
such amounts, with such deductibles, and covering such risks as are at all times
satisfactory to Agent in its commercially reasonable judgment. Each such policy
of insurance shall, (a) if applicable, name Agent for the benefit of Lenders
as an additional insured thereunder as its interests may appear and (b) in
the case of each business interruption and casualty insurance policy,
contain a lender's loss payable clause or endorsement, satisfactory in
form and substance to Agent, that names Agent for the benefit of Lenders as the
loss payee thereunder for any covered loss in excess of $250,000 and provides
for at least 30 days prior written notice to Agent of any modification or
cancellation of such policy.

         C.       APPLICATION OF NET INSURANCE/CONDEMNATION PROCEEDS.

                   (i) Business Interruption Insurance. Upon receipt by BCC or
          any of its Subsidiaries of any business interruption insurance
          proceeds constituting Net Insurance/Condemnation Proceeds, (a) so long
          as no Event of Default or Potential Event of Default shall have
          occurred and be continuing, Company or such Subsidiary may retain and
          apply such Net Insurance/Condemnation Proceeds for working capital
          purposes, and (b) if an Event of Default or Potential Event of Default
          shall have occurred and be continuing, Company shall apply an amount
          equal to such Net Insurance/Condemnation Proceeds to prepay the Loans
          (and/or the Revolving Loan Commitments shall be reduced) as provided
          in subsection 2.4B(iii)(b);

                  (ii) Casualty Insurance/Condemnation Proceeds. Upon receipt by
         BCC or any of its Subsidiaries of any Net Insurance/Condemnation
         Proceeds in excess of $250,000 other than from business interruption
         insurance, (a) so long as no Event of Default or Potential



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         Event of Default shall have occurred and be continuing, Company shall,
         or shall cause one or more of its Subsidiaries to, promptly and
         diligently apply such Net Insurance/Condemnation Proceeds to pay or
         reimburse the costs of repairing, restoring or replacing the assets in
         respect of which such Net Insurance/Condemnation Proceeds were received
         or, to the extent not so applied, to prepay the Loans (and/or the
         Revolving Loan Commitments shall be reduced) as provided in
         subsection 2.4B(iii)(b), and (b) if an Event of Default or
         Potential Event of Default shall have occurred and be continuing,
         Company shall apply an amount equal to such Net Insurance/Condemnation
         Proceeds to prepay the Loans (and/or the Revolving Loan Commitments
         shall be reduced) as provided in subsection 2.4B(iii)(b).

                  (iii) Net Insurance/Condemnation Proceeds Received by Agent.
         Upon receipt by Agent of any Net Insurance/Condemnation Proceeds as
         loss payee, (a) if and to the extent Company would have been required
         to apply such Net Insurance/Condemnation Proceeds (if it had received
         them directly) to prepay the Loans and/or reduce the Revolving Loan
         Commitments, Agent shall, and Company hereby authorizes Agent to, apply
         such Net Insurance/Condemnation Proceeds to prepay the Loans (and/or
         the Revolving Loan Commitments shall be reduced) as provided in
         subsection 2.4B(iii)(b), and (b) to the extent the foregoing clause (a)
         does not apply and Company delivers written notice to Agent that it has
         elected to use such Net Insurance/Condemnation Proceeds to repair,
         restore or replace the assets in respect of which they were received,
         Agent shall deliver such Net Insurance/Condemnation Proceeds to
         Company, and Company shall, or shall cause one or more of its
         Subsidiaries to, promptly apply such Net Insurance/Condemnation
         Proceeds to the costs of repairing, restoring, or replacing the
         assets in respect of which such Net Insurance/Condemnation
        Proceeds were received.

5.5      INSPECTION RIGHTS; AUDITS OF ACCOUNTS RECEIVABLE; LENDER MEETING.

          A. INSPECTION RIGHTS. BCC shall, and shall cause each of its
Subsidiaries to, permit any authorized representatives designated by any Lender
to visit and inspect any of the properties of BCC or of any of its Subsidiaries,
to inspect, copy and take extracts from its and their financial and accounting
records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that BCC or
Company may, if it so chooses, be present at or participate in any such
discussion), all upon reasonable notice and at such reasonable times during
normal business hours and as often as may reasonably be requested.

         B. AUDITS OF ACCOUNTS RECEIVABLE. At any time that Revolving Loans are
outstanding, BCC shall, and shall cause each of its Subsidiaries to, permit any
authorized representatives designated by Agent, upon the request of Agent, to
conduct one audit of all Accounts Receivable of Loan Parties during each
twelve-month period after the Restatement Date, each such audit to be in scope
and substance satisfactory to Agent, all upon reasonable notice and at such
reasonable times during normal business hours as may reasonably be requested.

          C. LENDER MEETING. BCC and Company will, upon the request of Agent or
Requisite Lenders, participate in a meeting of Agent and Lenders once during
each Fiscal Year to be held at Company's corporate offices (or at such other
location as may be agreed to by Company and Agent) at such time as may be agreed
to by Company and Agent.



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5.6      COMPLIANCE WITH LAWS, ETC.; MAINTENANCE OF FCC LICENSES; ETC.

         BCC shall comply, and shall cause each of its Subsidiaries to comply,
with the requirements of all applicable laws, rules, regulations and orders
(including all Environmental Laws) of any governmental authority (including any
Communications Regulatory Authority), including the Communications Act,
noncompliance with which could reasonably be expected to cause, individually or
in the aggregate a Material Adverse Effect. BCC shall obtain and maintain in
full force and effect, and cause each of its Subsidiaries to obtain and maintain
in full force and effect, all licenses (including the FCC Licenses), permits,
franchises, certifications or other Governmental Authorizations and approvals
necessary to own, acquire or dispose of their respective properties, to conduct
their respective businesses or to comply with the FCC's or any other
Communications Regulatory Authority's construction, operating and reporting
requirements, the violation of which or the failure to obtain or maintain which
could reasonably be expected to have a Material Adverse Effect.

5.7  ENVIRONMENTAL REVIEW AND INVESTIGATION, DISCLOSURE, ETC.; COMPANY'S ACTIONS
     REGARDING HAZARDOUS MATERIALS ACTIVITIES, ENVIRONMENTAL CLAIMS AND
     VIOLATIONS OF  ENVIRONMENTAL LAWS.

         A. ENVIRONMENTAL REVIEW AND INVESTIGATION. Company agrees that Agent
may, from time to time and in its reasonable discretion, (i) retain, at
Company's expense, an independent professional consultant to review any
environmental audits, investigations, analyses and reports relating to Hazardous
Materials prepared by or for Company and (ii) in the event (a) Agent reasonably
believes that Company has breached any representation or warranty in subsection
4.13 or that there has been a material violation of Environmental Laws at any
Facility or by Company or any of its Subsidiaries at any other location
or (b) an Event of Default has occurred and is continuing, conduct its
own investigation of any Facility; provided that, in the case of any
Facility no longer owned, leased, operated or used by Company or any of its
Subsidiaries, Company shall only be obligated to use commercially reasonable
efforts to obtain permission for Agent's professional consultant to conduct an
investigation of such Facility. For purposes of conducting such a review and/or
investigation, Company hereby grants to Agent and its agents, employees,
consultants and contractors the right, upon reasonable notice to Company, to
enter into or onto any Facilities currently owned, leased, operated or used by
Company or any of its Subsidiaries and to perform such tests on such property
(including taking samples of soil, groundwater and suspected asbestos-containing
materials) as are reasonably necessary in connection therewith. Any such
investigation of any Facility shall be conducted, unless otherwise agreed to by
Company and Agent, during normal business hours and, to the extent reasonably
practicable, shall be conducted so as not to interfere with the ongoing
operations at such Facility or to cause any damage or loss to any property at
such Facility. Company and Agent hereby acknowledge and agree that any report of
any investigation conducted at the request of Agent pursuant to this subsection
5.7A will be obtained and shall be used by Agent and Lenders for the purposes of
Lenders' internal credit decisions, to monitor and police the Loans and to
protect Lenders' security interests, if any, created by the Loan Documents.
Agent agrees to deliver a copy of any such report to Company with the
understanding that Company acknowledges and agrees that (1) it will indemnify
and hold harmless Agent and each Lender from any costs, losses or liabilities
relating to Company's use of or reliance on such report, (2) neither Agent nor
any Lender makes any representation or warranty with respect to such report,


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and (3) by delivering such report to Company, neither Agent nor any Lender is
requiring or recommending the implementation of any suggestions or
recommendations contained in such report.

          B. ENVIRONMENTAL DISCLOSURE. Company will deliver to Agent and
Lenders:

                  (i) Environmental Audits and Reports. As soon as practicable
         following receipt thereof, copies of all environmental audits,
         investigations, analyses and reports of any kind or character, whether
         prepared by personnel of Company or any of its Subsidiaries or by
         independent consultants, governmental authorities or any other Persons,
         with respect to significant environmental matters at any Facility or
         with respect to any Environmental Claims which, individually or in the
         aggregate, could reasonably be expected to result in a Material Adverse
         Effect;

                  (ii) Notice of Certain Releases, Remedial Actions, Etc.
         Promptly upon the occurrence thereof, written notice describing in
         reasonable detail (a) any Release required to be reported to any
         federal, state or local governmental or regulatory agency under any
         applicable Environmental Laws, (b) any remedial action taken by Company
         or any other Person in response to (1) any Hazardous Materials
         Activities the existence of which has a reasonable possibility of
         resulting in one or more Environmental Claims having, individually or
         in the aggregate, a Material Adverse Effect, or (2) any Environmental
         Claims that, individually or in the aggregate, have a reasonable
         possibility of resulting in a Material Adverse Effect, and (c)
         Company's discovery of any occurrence or condition on any real property
         adjoining or in the vicinity of any Facility that could cause such
         Facility or any part thereof to be subject to any material restrictions
         on the ownership, occupancy, transferability or use thereof under any
         Environmental Laws.

                  (iii) Written Communications Regarding Environmental Claims,
         Releases, Etc. As soon as practicable following the sending or receipt
         thereof by Company or any of its Subsidiaries, a copy of any and all
         written communications with respect to (a) any Environmental Claims
         that, individually or in the aggregate, have a reasonable possibility
         of giving rise to a Material Adverse Effect, (b) any Release required
         to be reported to any federal, state or local governmental or
         regulatory agency, and (c) any request for information from any
         governmental agency that suggests such agency is investigating whether
         Company or any of its Subsidiaries may be potentially responsible for
         any Hazardous Materials Activity.

                  (iv) Notice of Certain Proposed Actions Having Environmental
         Impact. Prompt written notice describing in reasonable detail (a) any
         proposed acquisition of stock, assets, or property by Company or any of
         its Subsidiaries that could reasonably be expected to (1) expose
         Company or any of its Subsidiaries to, or result in, Environmental
         Claims that could reasonably be expected to have, individually or in
         the aggregate, a Material Adverse Effect or (2) affect the ability of
         Company or any of its Subsidiaries to maintain in full force and effect
         all material Governmental Authorizations required under any
         Environmental Laws for their respective operations and (b) any proposed
         action to be taken by Company or any of its Subsidiaries to commence
         manufacturing or other industrial operations or to modify current
         operations in a manner that could reasonably be expected to subject
         Company or any

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<PAGE>




         of its Subsidiaries to any material additional obligations or
         requirements under any Environmental Laws.

                   (v) Other Information. With reasonable promptness, such other
          documents and information as from time to time may be reasonably
          requested by Agent in relation to any matters disclosed pursuant to
          this subsection 5.7.

         C.       COMPANY'S ACTIONS REGARDING HAZARDOUS MATERIALS ACTIVITIES,
 ENVIRONMENTAL CLAIMS AND VIOLATIONS OF ENVIRONMENTAL LAWS.

                  (i) Remedial Actions Relating to Hazardous Materials
         Activities. Company shall promptly undertake, and shall cause each of
         its Subsidiaries promptly to undertake, any and all investigations,
         studies, sampling, testing, abatement, cleanup, removal, remediation or
         other response actions necessary to remove, remediate, clean up or
         abate any Hazardous Materials Activity on, under or about any Facility
         that is in violation of any Environmental Laws or that presents a
         material risk of giving rise to an Environmental Claim. In the event
         Company or any of its Subsidiaries undertakes any such action with
         respect to any Hazardous Materials, Company or such Subsidiary shall
         conduct and complete such action in compliance with all applicable
         Environmental Laws and in accordance with the policies, orders and
         directives of all federal, state and local governmental authorities
         except when, and only to the extent that, Company's or such
         Subsidiary's liability with respect to such Hazardous Materials
         Activity is being contested in good faith by Company or such
         Subsidiary.

                   (ii) Actions with Respect to Environmental Claims and
          Violations of Environmen- tal Laws. Company shall promptly take, and
          shall cause each of its Subsidiaries promptly to take, any and all
          actions necessary to (i) cure any material violation of applicable
          Environmental Laws by Company or its Subsidiaries and (ii) make an
          appropriate response to any Environmental Claim against Company or any
          of its Subsidiaries and discharge any obligations it may have to any
          Person thereunder where failure to do so could reasonably be expected
          to have, individually or in the aggregate, a Material Adverse Effect.

5.8      MATTERS RELATING TO ADDITIONAL REAL PROPERTY COLLATERAL.

          A. ADDITIONAL MORTGAGES, ETC. From and after the Acquisition Date, in
the event that Company acquires any Material Fee Property (other than a Material
Fee Property acquired with purchase money Indebtedness permitted under
subsection 6.1(viii)) or any Material Leasehold Property, excluding any such
Real Property Asset the encumbrancing of which requires the consent of any
applicable lessor, where Company is unable to obtain such lessor's consent (any
such non- excluded Real Property Asset being an "ADDITIONAL MORTGAGED
PROPERTY"), Company shall deliver to Agent, as soon as practicable after such
Person acquires such Additional Mortgaged Property, the following:

                   (i) Additional Mortgage. A fully executed and notarized
          Mortgage (an "ADDITIONAL MORTGAGE"), in proper form for recording in
          all appropriate places in all


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          applicable jurisdictions, encumbering the interest of Company in such
          Additional Mortgaged Property;

                  (ii) Opinions of Counsel. (a) A favorable opinion of counsel
         to Company, in form and substance satisfactory to Agent and its
         counsel, as to the due authorization, execution and delivery by Company
         of such Additional Mortgage and such other matters as Agent may
         reasonably request, and (b) if required by Agent, an opinion of counsel
         (which counsel shall be reasonably satisfactory to Agent) in the state
         in which such Additional Mortgaged Property is located with respect to
         the enforceability of such Additional Mortgage and such other matters
         (including any matters governed by the laws of such state regarding
         personal property security interests in respect of any Collateral) as
         Agent may reasonably request, such local counsel opinion to be
         substantially in the form of the opinions delivered pursuant to
         subsection 3.1H(ii) of the Existing Credit Agreement, in each case in
         form and substance reasonably satisfactory to Agent;

                  (iii) Landlord Consent and Estoppel; Recorded Leasehold
         Interest. In the case of an Additional Mortgaged Property consisting of
         a Material Leasehold Property, (a) a Landlord Consent and Estoppel and
         (b) evidence that such Material Leasehold Property is a Recorded
         Leasehold Interest or the appropriate duly executed documents for
         recording to make it a Recorded Leasehold Interest;

                  (iv) Title Insurance. (a) If required by Agent, an ALTA
         mortgagee title insurance policy or an unconditional commitment
         therefor (an "ADDITIONAL MORTGAGE POLICY") issued by the Title Company
         with respect to such Additional Mortgaged Property, in an amount
         satisfactory to Agent, insuring fee simple title to, or a valid
         leasehold interest in, such Additional Mortgaged Property vested in
         Company and assuring Agent that such Additional Mortgage creates a
         valid and enforceable First Priority mortgage Lien on such Additional
         Mortgaged Property, subject only to a standard survey exception, which
         Additional Mortgage  Policy (1) shall, if requested by Agent,
         include an endorsement for mechanics' liens for future advances
         under this Agreement and for any other matters reasonably
         requested by Agent and (2) shall provide for affirmative
         insurance and such reinsurance as Agent may reasonably request,
         all of the foregoing in form and substance reasonably satisfactory
         to Agent; and (b) evidence satisfactory to Agent that Company
         has (i) delivered to the Title Company all certificates and
         affidavits required by the Title Company in connection with the
         issuance of the Additional Mortgage Policy and (ii) paid to the Title
         Company or to the appropriate governmental authorities all expenses and
         premiums of the Title Company in connection with the issuance of the
         Additional Mortgage Policy and all recording and stamp taxes (including
         mortgage recording and intangible taxes) payable in connection with
         recording the Additional Mortgage in the appropriate real estate
         records;

                  (v) Title Report. If no Additional Mortgage Policy is required
         with respect to such Additional Mortgaged Property, a title report
         issued by the Title Company with respect thereto, dated not more than
         30 days prior to the date such Additional Mortgage is to be recorded
         and satisfactory in form and substance to Agent;



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                   (vi) Copies of Documents Relating to Title Exceptions. If
          requested by Agent, copies of all recorded documents listed as
          exceptions to title or otherwise referred to in the Additional
          Mortgage Policy or title report delivered pursuant to clause (v) or
          (vi) above;

                  (vii) Matters Relating to Flood Hazard Properties. (a)
         Evidence, which may be in the form of a letter from an insurance broker
         or a municipal engineer, as to (1) whether such Additional Mortgaged
         Property is a Flood Hazard Property and (2) if so, whether the
         community in which such Flood Hazard Property is located is
         participating in the National Flood Insurance Program, (b) if such
         Additional Mortgaged Property is a Flood Hazard Property, Company's
         written acknowledgement of receipt of written notification from Agent
         (1) that such Additional Mortgaged Property is a Flood Hazard Property
         and (2) as to whether the community in which such Flood Hazard Property
         is located is participating in the National Flood Insurance Program,
         and (c) in the event such Additional Mortgaged Property is a Flood
         Hazard Property that is located in a community that participates in the
         National Flood Insurance Program, evidence that Company has obtained
         flood insurance in respect of such Flood Hazard Property to the extent
         required under the applicable regulations of the Board of Governors of
         the Federal Reserve System; and

                  (viii) Environmental Audit. If required by Agent, reports and
         other information, in form, scope and substance satisfactory to Agent
         and prepared by environmental consultants satisfactory to Agent,
         concerning any environmental hazards or liabilities to which Company or
         any of its Subsidiaries may be subject with respect to such Additional
         Mortgaged Property.

          B. REAL ESTATE APPRAISALS. If required by applicable laws or
regulations as determined by Agent, Company shall permit an independent real
estate appraiser satisfactory to Agent, upon reasonable notice, to visit and
inspect any Additional Mortgaged Property for the purpose of preparing an
appraisal of such Additional Mortgaged Property satisfying the requirements of
any applicable laws and regulations (in each case to the extent required under
such laws and regulations as determined by Agent in its discretion).

5.9      MAINTENANCE OF NETWORK AFFILIATIONS.

         Company shall cause each Station (other than any of the Satellite
Stations) to maintain a Network Affiliation at all times.

5.10     OWNERSHIP REPORTS.

         Company shall file Ownership Reports for any Station acquired after the
Restatement Date (reflecting such acquisition by Company) with the FCC within a
period of 30 days after the date of consummation of such acquisition.

5.11     DETERMINATION OF BORROWING BASE.

         A. Company shall deliver a Borrowing Base Certificate to Agent (i) at
any time that Revolving Loans are outstanding, upon the request of Agent, (ii)
together with each delivery to



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Agent of a Notice of Borrowing requesting Revolving Loans, and (iii) at any
time any Revolving Loans are outstanding, as soon as available and in any
event no later than 30 days after the end of each month. Each such Borrowing
Base Certificate shall be dated such date as may be requested by Agent from
time to time or, in the case of clause (iii), as of the last day of such month.

         B. The Accounts Receivable shown on each Borrowing Base Certificate
shall conform to the requirements set forth in the definition of Borrowing Base,
and shall be Company's exclusive property and shall not be subject to any Lien
(other than Liens created under the Collateral Documents and Permitted
Encumbrances).

         C. Company will, and will cause each of its Subsidiaries to, keep
proper books of record and account in which full, true and correct entries in
conformity with sound business practices shall be made of all dealings and
transactions in relation to its business and activities (including all dealings
and transactions with respect to the Collateral covered by the Collateral
Documents and Accounts Receivable). Company agrees to furnish to Agent any
information which it may reasonably request regarding the determination and
calculation of the Borrowing Base, including correct and complete copies of any
invoices, underlying agreements, instruments, or other documents and the
identity of all obligors.

5.12     FUTURE CAPITAL CONTRIBUTIONS; CASH AND CASH EQUIVALENTS OF BCC.

         A. Upon receipt by BCC of any Cash proceeds (any such proceeds net of
underwriting discounts and commissions and other reasonable costs and expenses
associated therewith, including reasonable legal fees and expenses) from the
issuance of any debt or equity Securities of BCC, BCC shall contribute such net
Cash proceeds to Company as a contribution to capital (provided that if BCC
receives any capital stock as a result of such contribution it shall be common
stock) to be used by Company in accordance with subsection 2.4B(iii)(f);
provided that the foregoing shall not apply to proceeds received by BCC upon the
exercise of stock options (i) by directors, officers, employees or independent
contractors (other than Benedek) of BCC or its Subsidiaries or (ii) by Benedek
to the extent the aggregate amount of such proceeds from and including the
Acquisition Date does not exceed $2,000,000.

         B.       BCC shall maintain all Cash and Cash Equivalents owned by it
in the Collateral Account in accordance with the terms of the Collateral Account
Agreement.

5.13     LIEN SEARCHES AND UCC TERMINATION STATEMENTS.

         Within (a) 45 days of the Restatement Date, Company shall deliver to
Agent the results of a search conducted at least 21 days after the Restatement
Date by a Person satisfactory to Agent, of all effective UCC financing
statements and fixture filings and all judgment and tax lien filings which may
have been made with respect to any personal or mixed property of any Loan Party,
together with copies of all such filings disclosed by such search (other than
any filings in favor of Agent, for the benefit of Lenders), and (b) within 60
days of the Restatement Date, Company shall deliver to Agent UCC termination
statements duly executed by all applicable Persons for filing in all applicable
jurisdictions as may be necessary to terminate any effective UCC financing
statements


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or fixture filings disclosed in such search (other than any such financing
statements or fixture filings in respect of Liens permitted to remain
outstanding pursuant to the terms of this Agreement).

5.14 COMPANY COLLATERAL ACCOUNT AGREEMENT.

         Within 20 days of the Restatement Date , Company shall execute and
deliver to Agent the Company Collateral Account Agreement.

                                   SECTION 6.

                          COMPANY'S NEGATIVE COVENANTS

         Each of BCC and Company covenants and agrees that, so long as any of
the Commitments hereunder shall remain in effect and until payment in full of
all of the Loans and other Obligations (other than inchoate indemnification
obligations with respect to claims, losses or liabilities which have not yet
arisen), unless Requisite Lenders shall otherwise give prior written consent,
each of BCC and Company shall perform, and shall cause each of its Subsidiaries,
as applicable, to perform, all covenants in this Section 6.

6.1      INDEBTEDNESS.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

                  (i)      Company may become and remain liable with respect to
         the Obligations;

                  (ii) Company may become and remain liable with respect to
         Contingent Obligations permitted by subsection 6.4 and, upon any
         matured obligations actually arising pursuant thereto, the Indebtedness
         corresponding to the Contingent Obligations so extinguished;

                  (iii) Subject to the limitation contained in subsection
         6.1(viii)(c), Company may become and remain liable with respect to
         Indebtedness in respect of Capital Leases;

                  (iv)     Company may remain liable with respect to
         Indebtedness described in  Schedule 6.1 annexed hereto;

                  (v)      Company may become and remain liable with respect to
         Program Obligations  and deferred employee compensation;

                  (vi)     Company may remain liable with respect to
         Indebtedness evidenced by the Existing Senior Notes;



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                  (vii) BCC may become and remain liable with respect to
         Indebtedness evidenced by the Senior Subordinated Notes (and original
         issue discount accredit in accordance with the terms thereof); and

                  (viii) Company may become and remain liable with respect to
         (x) Indebtedness, the proceeds of which are used within 180 days of the
         incurrence thereof to purchase assets in the ordinary course of
         business; provided that (a) the assets purchased with the proceeds of
         such Indebtedness are (i) property or equipment relating to the
         Stations or the corporate headquarters of Company, (ii) equipment
         necessary to convert the Stations from analog transmission to digital
         transmission or (iii) real property related to the Stations or
         improvements related to the Stations on real property related to the
         Stations, and (b) at least 75% of the purchase price of such assets is
         provided by the proceeds of such Indebtedness and (y) Indebtedness
         assumed by Company in compliance with subsection 6.7(vi) or subsection
         6.7(x); provided that, notwithstanding anything to the contrary
         contained herein, the aggregate principal amount of such Indebtedness
         permitted pursuant to this subsection 6.1(viii) outstanding at any time
         plus the aggregate amount of outstanding Indebtedness of Company with
         respect to Capital Leases shall not exceed $20,000,000.

6.2      LIENS AND RELATED MATTERS.

         A. PROHIBITION ON LIENS. BCC shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on or with respect to any property or asset of any kind
(including any document or instrument in respect of goods or accounts
receivable) of BCC or any of its Subsidiaries, whether now owned or hereafter
acquired, or any income or profits therefrom, or file or permit the filing of,
or permit to remain in effect, any financing statement or other similar notice
of any Lien with respect to any such property, asset, income or profits under
the Uniform Commercial Code of any State or under any similar recording or
notice statute, except:

                  (i)      Permitted Encumbrances;

                  (ii)     Liens granted pursuant to the Collateral Documents;

                  (iii)    Liens described in Schedule 6.2 annexed hereto; and

                  (iv) Liens securing Indebtedness permitted pursuant to
         subsection 6.1(viii) provided that such Liens relate solely to the
         assets financed with such Indebtedness.

         B. EQUITABLE LIEN IN FAVOR OF LENDERS. If BCC or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 6.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness secured thereby as long as any such
Indebtedness shall be so secured; provided that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by Requisite Lenders to the
creation or assumption of any such Lien not permitted by the provisions of
subsection 6.2A.


                                       95










<PAGE>

          C. NO FURTHER NEGATIVE PLEDGES. Except with respect to specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to an Asset Sale, neither BCC nor
any of its Subsidiaries shall enter into any agreement (other than the Senior
Subordinated Note Indenture or any other agreement prohibiting only the creation
of Liens securing Subordinated Indebtedness) prohibiting the creation or
assumption of any Lien upon any of its properties or assets, whether now owned
or hereafter acquired.

         D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Except as provided herein, BCC will not, and will not permit any
of its Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (i) pay dividends or make any other distributions on
any of such Subsidiary's capital stock owned by Company or any other Subsidiary
of Company, (ii) repay or prepay any Indebtedness owed by such Subsidiary to
Company or any other Subsidiary of Company, (iii) make loans or advances to
Company or any other Subsidiary of Company, or (iv) transfer any of its property
or assets to Company or any other Subsidiary of Company except as provided in
the Existing Senior Note Indenture and the Senior Subordinated Note Indenture.

6.3      INVESTMENTS; JOINT VENTURES.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, except:

                   (i) BCC and Company may make and own Investments in Cash
          Equivalents, subject, in the case of BCC, to compliance with the terms
          of subsection 5.12;

                   (ii) Company may continue to own the Investments owned by it
          as of the Acquisition Date in License Sub;

                   (iii) BCC may continue to own the Investments owned by it in
          Company as of the Acquisition Date;

                   (iv) Company may make Consolidated Capital Expenditures
          permitted by subsection 6.8;

                   (v) Subject to the limitations contained in subsection
          6.7(viii), Company may make LMA Capital Expenditures;

                   (vi) Company may continue to own the Investments owned by it
          and described in Schedule 6.3 annexed hereto;

                  (vii) Company may make and own Investments consisting of
         promissory notes or other Securities received in connection with Asset
         Sales permitted under subsection 6.7(v) limited to an amount not in
         excess of 10% of the total sales price of the assets sold in such Asset
         Sale;


                                       96










<PAGE>



                  (viii) Company may make and own loans to employees to fund the
         exercise price of options to purchase stock of BCC; provided that the
         aggregate amount of such loans outstanding at any one time shall not
         exceed $5,000,000;

                  (ix)     Intentionally Omitted;

                  (x) Company may make Investments (in addition to the
         Investments set forth on Schedule 6.3 annexed hereto) in Joint Ventures
         and Special Purpose Subsidiaries in each case which are principally
         engaged in one or more Media Businesses in an aggregate amount during
         the term of this Agreement not to exceed $10,000,000 (including, for
         purposes of calculation of such amount, all Investments made pursuant
         to this subsection 6.3(x) regardless of whether such Investments were
         made pursuant to clause (a), (b) or (c) of this subsection 6.3(x)) less
         the aggregate amount paid by Company and BCC for the repurchase of any
         Existing Senior Notes and Senior Subordinated Notes under subsection
         6.5(ii) during the term of this Agreement, (b) at any time that the
         Leverage Ratio is less than or equal to 4.50:1.00, Company may make
         Investments (in addition to the Investments set forth on Schedule 6.3
         annexed hereto) in Joint Ventures and Special Purpose Subsidiaries in
         each case which are principally engaged in one or more Media Businesses
         in an aggregate amount during the term of this Agreement not to exceed
         $15,000,000 (including, for purposes of calculation of such amount, all
         Investments made pursuant to this subsection 6.3(x) regardless of
         whether such Investments were made pursuant to clause (a), (b) or (c)
         of this subsection 6.3(x)) less the aggregate amount paid by Company
         and BCC for the repurchase of any Existing Senior Notes and Senior
         Subordinated Notes under subsection 6.5(ii) during the term of this
         Agreement, and (c) at any time that the Leverage Ratio is less than or
         equal to 4.00:1.00, Company may make Investments (in addition to the
         Investments set forth on Schedule 6.3 annexed hereto) in Joint Ventures
         and Special Purpose Subsidiaries which are principally engaged in one
         or more Media Businesses in an aggregate amount during the term of this
         Agreement not to exceed $20,000,000 (including, for purposes of
         calculation of such amount, all Investments made pursuant to this
         subsection 6.3(x) regardless of whether such Investments were made
         pursuant to clause (a), (b) or (c) of this subsection 6.3(x)) less the
         aggregate amount paid by Company and BCC for the repurchase of any
         Existing Senior Notes and Senior Subordinated Notes under subsection
         6.5(ii) during the term of this Agreement; provided that Company may
         continue to own Investments made by it in Special Purpose Subsidiaries
         in compliance with this subsection 6.3(x) if such Special Purpose
         Subsidiaries in which such Investments were made continue to be
         principally engaged in one or more Media Businesses; provided, further,
         that Company may continue to own Investments made by it in Joint
         Ventures in compliance with this subsection 6.3(x); and

                  (xi) Company may make Investments in connection with a
         Permitted Acquisition in the stock or other equity interests of an
         entity owning the Television Station Asset Group being acquired;
         provided that immediately following the consummation of such
         acquisition, such entity is merged with and into Company with Company
         being the surviving corporation.


                                       97










<PAGE>


6.4      CONTINGENT OBLIGATIONS.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

                  (i) License Sub may become and remain liable with respect to
         Contingent Obligations in respect of the License Sub Guaranty and the
         Existing Senior Note Indenture;

                   (ii) BCC may become and remain liable with respect to the BCC
          Guaranty;

                   (iii) Company may become and remain liable with respect to
          Contingent Obligations under Hedge Agreements; and

                   (iv) Company may remain liable with respect to Contingent
          Obligations described in Schedule 6.4 annexed hereto.

6.5      RESTRICTED JUNIOR PAYMENTS.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment, except:

                  (i) BCC may make regularly scheduled payments of interest in
         respect of Senior Subordinated Notes after May 15, 2001, required to be
         paid, in accordance with the terms of, and only to the extent required
         by, and subject to the subordination provisions contained in, the
         Senior Subordinated Note Indenture;

                  (ii) At any time the Leverage Ratio is less than or equal to
         (a) 5.00:1.00, BCC or Company may repurchase Existing Senior Notes
         and/or Senior Subordinated Notes in an aggregate amount paid by Company
         and BCC to repurchase Existing Senior Notes and Senior Subordinated
         Notes during the term of this Agreement not to exceed $10,000,000
         (including, for purposes of calculation of such amount, all repurchases
         made pursuant to this subsection 6.5(ii) whether such repurchases were
         made pursuant to clause (a), (b) or (c) of this subsection 6.5(ii))
         less the aggregate amount of Investments made pursuant to subsection
         6.3(x) during the term of this Agreement, (b) 4.50:1.00, BCC or Company
         may repurchase Existing Senior Notes and/or Senior Subordinated Notes
         in an aggregate amount paid by Company and BCC to repurchase Existing
         Senior Notes and Senior Subordinated Notes during the term of this
         Agreement not to exceed $15,000,000 (including, for purposes of
         calculation of such amount, all repurchases made pursuant to this
         subsection 6.5(ii) whether such repurchases were made pursuant to
         clause (a), (b) or (c) of this subsection 6.5(ii)) less the aggregate
         amount of Investments made pursuant to subsection 6.3(x) during the
         term of this Agreement and (c) 4.00:1.00, BCC or Company may repurchase
         Existing Senior Notes and/or Senior Subordinated Notes in an aggregate
         amount paid by Company and BCC to repurchase Existing Senior Notes
         and Senior Subordinated Notes during the term of this Agreement
         not to exceed $20,000,000 (including, for purposes of calculation
         of such amount, all repurchases made pursuant to this
         subsection 6.5(ii) whether such repurchases were made
         pursuant to clause (a), (b) or (c) of this subsection 6.5(ii)) less the
         aggregate



                                       98










<PAGE>



         amount of Investments made pursuant to subsection 6.3(x)
         during the term of this Agreement; provided that, in each case, BCC and
         Company shall have delivered to Agent at least one Business Day prior
         to such repurchase an Officer's Certificate of each of BCC and Company
         with appropriate attachments and otherwise in form and substance
         satisfactory to Agent (x) demonstrating that on a pro forma basis
         (determined as of the date of the most recent financial statements
         delivered pursuant to subsection 6.1 and after giving effect to such
         repurchase of Existing Senior Notes and/or Senior Subordinated Notes),
         BCC and its Subsidiaries shall be in compliance with all of the
         covenants hereunder and (y) certifying that, immediately prior to such
         repurchase, no Event of Default or Potential Event of Default shall
         have occurred and be continuing;

                  (iii)    Intentionally Omitted;

                  (iv) BCC may, with respect to each period for which Company
         qualifies as an S Corporation under the Code or any similar provision
         of state law make cash distributions of Tax Amounts to Benedek;
         provided that prior to any such distribution (a) Agent has received an
         Officers' Certificate certifying that Company qualified as an S
         Corporation for such period under the Code or in the states for which
         distributions are being made and Company's most recent audited
         financial statements reflect that company was treated as an S
         Corporation for the applicable period, (b) Benedek shall have entered
         into a written agreement with BCC in form and substance satisfactory to
         Agent providing that if any amount distributed to Benedek pursuant to
         this clause (iv) is later determined to have been, as a result of a
         change in law or the failure of Company to effect or maintain a valid S
         Corporation election or otherwise, in excess of the amount permitted to
         be distributed or paid under this clause (iv), such excess shall be
         refunded to Company at least five Business Days prior to the next due
         date of individual estimated income tax payments and (c) Company shall
         have requested and received any excess payments required to be refunded
         by Benedek pursuant to the agreement referenced in clause (b) above;

                   (v) Company may make Cash dividends or Cash distributions to
          BCC; and

                  (vi) BCC or Company may redeem or repurchase Warrants in an
         amount not exceeding the Unutilized Compensation Amount as of the date
         of such redemption or repurchase.

6.6      FINANCIAL COVENANTS.

          A. MINIMUM CASH INTEREST COVERAGE RATIO. BCC and Company shall not
permit the ratio of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Cash
Interest Expense for any four-Fiscal Quarter period ending during any of the
periods set forth below to be less than the correlative ratio indicated:



                                       99










<PAGE>



<TABLE>
<CAPTION>

=======================================================================================
                                                                  MINIMUM
                       PERIOD                                  CASH INTEREST
                                                               COVERAGE RATIO
=======================================================================================
<S>                                                                 <C>

Restatement Date through 12/30/98                                1.50:1.00
---------------------------------------------------------------------------------------
12/31/98 through 06/29/99                                        1.80:1.00
---------------------------------------------------------------------------------------
06/30/99 through 12/30/99                                        1.85:1.00
---------------------------------------------------------------------------------------
12/31/99 through 06/29/00                                        1.90:1.00
---------------------------------------------------------------------------------------
06/30/00 through 12/30/00                                        2.05:1.00
---------------------------------------------------------------------------------------
Thereafter                                                       2.25:1.00
=======================================================================================
</TABLE>


          B. MAXIMUM LEVERAGE RATIO. BCC and Company shall not permit the
Leverage Ratio as of the last day of any Fiscal Quarter ending during any of the
periods set forth below to exceed the correlative ratio indicated:

<TABLE>
<CAPTION>


=======================================================================================
                                                                  MAXIMUM
                       PERIOD                                  LEVERAGE RATIO
=======================================================================================
<S>                                                                  <C>
Restatement Date through 06/29/97                                6.00:1.00
---------------------------------------------------------------------------------------
06/30/98 through 12/30/98                                        5.75:1.00
---------------------------------------------------------------------------------------
12/31/98 through 06/29/99                                        5.10:1.00
---------------------------------------------------------------------------------------
06/30/99 through 12/30/99                                        4.85:1.00
---------------------------------------------------------------------------------------
12/31/99 through 06/29/00                                        4.65:1.00
---------------------------------------------------------------------------------------
06/30/00 through 12/30/00                                        4.25:1.00
---------------------------------------------------------------------------------------
Thereafter                                                       3.75:1.00
=======================================================================================
</TABLE>

         C. MINIMUM CONSOLIDATED ADJUSTED EBITDA. BCC and Company shall not
permit Consolidated Adjusted EBITDA for any Fiscal Year set forth below to be
less than the correlative amount indicated; provided, however, that following an
Asset Sale of a Television Station Asset Group permitted under subsection
6.7(v), each of the minimum Consolidated Adjusted EBITDA amounts set forth below
shall be adjusted downward by an amount equal to the portion of Consolidated
Adjusted EBITDA attributable to such Television Station Asset Group during the
four-Fiscal Quarter period most recently ended prior to such Asset Sale:





                                                         100










<PAGE>


<TABLE>
<CAPTION>
========================================================================
                                             MINIMUM
         FISCAL                       CONSOLIDATED ADJUSTED
          YEAR                                EBITDA
========================================================================
<S>                                           <C>
1997                                          $43,500,000
------------------------------------------------------------------------
1998                                          $50,000,000
------------------------------------------------------------------------
1999                                          $52,000,000
------------------------------------------------------------------------
2000                                          $59,000,000
------------------------------------------------------------------------
2001                                          $60,500,000
------------------------------------------------------------------------
2002 and each
year thereafter                               $68,000,000
========================================================================
</TABLE>

          D. CERTAIN CALCULATIONS. With respect to calculations of Consolidated
Adjusted EBITDA for purposes of the definitions of "Leverage Ratio", following
an Asset Sale of a Television Station Asset Group in accordance with subsection
6.7(v) or a Permitted Acquisition in accordance with subsection 6.7(xi), such
calculations shall be made on a pro forma basis as if such Asset Sale or
Permitted Acquisition occurred on the first day of the applicable four-Fiscal
Quarter period, all such calculations to be in form and substance satisfactory
to Agent.

6.7      RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS.

         BCC shall not, and shall not permit any of its Subsidiaries to, alter
the corporate, capital or legal structure of BCC or any of its Subsidiaries, or
enter into any transaction of merger or consolidation, or liquidate, wind-up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of,
in one transaction or a series of transactions, all or any part of its business,
property or assets, whether now owned or hereafter acquired, or acquire by
purchase or otherwise all or substantially all the business, property or fixed
assets of, or stock or other evidence of beneficial ownership of, any Person or
any division or line of business of any Person, or enter into any LMA or make
any LMA Capital Expenditures, or permit any Special Purpose Subsidiary to enter
into any LMA or make any acquisition (including a Permitted Special Purpose
Acquisition), except:

                  (i)      [ INTENTIONALLY OMITTED ];

                  (ii)     Company may make Consolidated Capital Expenditures
         permitted under  subsection 6.8 and Investments permitted under
         subsection 6.3;

                  (iii) Company may dispose of obsolete, worn out or surplus
         property or other assets reasonably determined by Company as no longer
         useful or necessary to the operation of the business in the ordinary
         course of business;


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<PAGE>



                  (iv) Company may enter into leases as the lessor or sublessor
         in the ordinary course of business as long as such leases do not
         materially interfere with the operation of the Stations or the conduct
         of business of Company or result in a material diminution in the value
         of any Collateral as security for the Obligations;

                  (v) subject to subsection 6.12, Company may make Asset Sales
         of a Television Station Asset Group; provided that (a) the
         consideration received for such assets shall be in an amount at least
         equal to the fair market value thereof and in no event less than the
         product of (1) eight multiplied by (2) that portion of Consolidated
         Adjusted EBITDA (excluding any allocation of corporate overhead
         expenses) for the most recently ended four-Fiscal Quarter period of
         Company attributable to the assets subject to such Asset Sale (the
         "MINIMUM AMOUNT"); (b) the cash consideration received shall be equal
         to the greater of the Minimum Amount and 90% of the total consideration
         received; (c) the Net Asset Sale Proceeds shall be applied as required
         by subsection 2.4B(iii)(a); (d) on a pro forma basis, after giving
         effect to such Asset Sale and related prepayment hereunder, Company
         shall be in compliance with all of the covenants hereunder as evidenced
         in an Officers' Certificate delivered to Agent, and Agent shall have
         received evidence reasonably satisfactory to it that Company will be in
         compliance with all of the covenants hereunder through the end of the
         next full Fiscal Year following any such Asset Sale; (e) the assets
         subject to such Asset Sales in any Fiscal Year did not generate more
         than 10% of Consolidated Adjusted EBITDA as of the most recently ended
         four-Fiscal Quarter period prior to the sale; and (f) the sum of each
         of the percentages of Consolidated Adjusted EBITDA generated by the
         assets subject to each such Asset Sale occurring during the period from
         the Restatement Date through the date of determination, as computed
         according to the foregoing clause (e), shall not exceed 25%;

                  (vi) Company may sell or exchange Satellite Stations; provided
         that the Board of Directors of Company shall have determined that the
         consideration received by Company in such sale or exchange is at least
         equal to the sum of the fair market value of the Satellite Station and
         any additional consideration paid by Company in such sale or exchange,
         and Company shall have delivered an Officer's Certificate to Agent to
         such effect; provided further that any Cash received by Company in
         connection with such sale or exchange shall be deemed to be "Net Asset
         Sale Proceeds" received in an Asset Sale and shall be applied as
         required by subsection 2.4B(iii)(a); provided still further that
         neither BCC nor any of its Subsidiaries shall incur or assume any
         Indebtedness in connection with such sale or exchange other than
         Indebtedness assumed by Company in connection with any such exchange
         that was incurred by the Person with whom such Satellite Station was
         exchanged (x) solely with respect to the purchase by such Person of
         particular assets that are included in such exchange, (y) in the
         ordinary course of business of such Person and (z) not in anticipation
         of or in connection with such exchange;

                  (vii)    Company may enter into Permitted LMAs and Third Party
         Permitted LMAs;

                  (viii) Company may make LMA Capital Expenditures; provided
         that (a) no Event of Default or Potential Event of Default shall have
         occurred and be continuing, (b) no Revolving Loans shall be
         outstanding, (c) with respect to any LMA Capital Expenditures in


                                       102










<PAGE>




         excess of $1,000,000 in the aggregate, Company shall have delivered to
         Agent an Officers' Certificate, in form and substance reasonably
         satisfactory to Agent, demonstrating that BCC and its
         Subsidiaries, on a pro forma basis after giving effect to the LMA
         Capital Expenditure, shall be in compliance with all of the
         covenants hereunder, (d) any assets acquired pursuant to the
         LMA Capital Expenditure (other than assets subject to a
         Lien permitted under subsection 6.2A(iv)) shall be subject to a First
         Priority Lien of Agent pursuant to the Collateral Documents and (e) the
         aggregate amount of all LMA Capital Expenditures shall not exceed
         $20,000,000 less the sum of (x) the aggregate principal amount of any
         Existing Senior Notes and Senior Subordinated Notes repurchased under
         subsection 6.5(ii) plus (y) the aggregate amount of Investments made by
         Company under subsection 6.3(x);

                  (ix) any Special Purpose Subsidiary may make Permitted Special
         Purpose Acquisitions and enter into Permitted LMAs; provided, however,
         that (a) prior to entering into any Permitted LMA, Company and such
         Special Purpose Subsidiary shall have entered into an agreement
         providing for a fair and reasonable allocation of any shared overhead
         expenses with respect to such Permitted LMA, which agreement shall be
         in form and substance satisfactory to Agent and (b) together with each
         delivery of financial statements of BCC and its Subsidiaries pursuant
         to subsections 5.1(ii) and 5.1(iii), Company shall provide to Agent an
         accounting in reasonable detail of the allocation of shared overhead
         expenses for the Fiscal Quarter most recently ended; and

                  (x) Company may swap or exchange one or more Owned Television
         Station Asset Groups for one or more other Television Station Asset
         Groups; provided that (u) Company shall deliver to Agent a Compliance
         Certificate with any necessary attachments (in each case prepared after
         giving effect to such acquisition), in form and substance satisfactory
         to Agent, demonstrating that BCC and its Subsidiaries, after giving
         effect to such swap or exchange, shall be in pro forma compliance with
         all of the covenants contained in this Agreement and in the other Loan
         Documents through and including December 31, 2004, (v) Agent, on behalf
         of Lenders, shall have received a First Priority Lien on all real and
         personal property acquired by Company in such swap or exchange and
         Agent shall have received originally executed copies of a written
         opinion of counsel to Company in form and substance satisfactory to
         Agent and its counsel as to such matters (other than an opinion as to
         priority), and (w) Agent shall have received originally executed copies
         of a favorable written opinion from FCC counsel to Company, in form and
         substance satisfactory to Agent and its counsel, addressing such
         matters as Agent, acting on behalf of Lenders, may reasonably request,
         (x) the FCC Consents shall have been obtained with respect to any
         Station being swapped or exchanged, and either (i) such FCC Consents
         shall have become Final Orders or (ii) if they shall not have become
         Final Orders, Agent shall not have notified Company that it has
         determined, in its sole discretion, that there is a reasonable basis
         for concluding that any such FCC Consent may not become a Final Order
         in due course, (y) the Board of Directors of Company shall have
         determined that the consideration received by Company in such swap or
         exchange


                                       103










<PAGE>




         is at least equal to the sum of the fair market value of
         the Owned Television Station Asset Groups and any additional
         consideration paid by Company in such swap or exchange, and Company
         shall have delivered an Officer's Certificate to Agent to such effect
         and (z) Agent, in its reasonable discretion, shall have determined
         that such swap or exchange is fair and reasonable; provided further
         that any Cash received by Company in connection with such swap
         or exchange shall be deemed to be "Net Asset Sale Proceeds"
         received in an Asset Sale and shall be applied as  required
         by subsection 2.4B(iii)(a); provided still further neither BCC
         nor any of its Subsidiaries shall incur or assume any Indebtedness in
         connection with such swap or exchange other than any Indebtedness
         assumed by Company in connection with any such swap or exchange that
         was incurred by the Person with whom such Owned Television Asset Groups
         were swapped or exchanged (x) solely with respect to the purchase by
         such Person of particular assets that are included in such swap or
         exchange, (y) in the ordinary course of business of such Person and (z)
         not in anticipation of or in connection with such swap or exchange;

                  (xi) Company may make Permitted Acquisitions with an aggregate
         purchase price less than or equal to $25,000,000; provided that (w)
         Company shall deliver to Agent a Compliance Certificate with any
         necessary attachments (in each case prepared after giving effect to
         such acquisition), in form and substance satisfactory to Agent,
         demonstrating that BCC and its Subsidiaries, after giving effect to
         such Permitted Acquisition, shall be in pro forma compliance with all
         of the covenants contained in this Agreement and in the other Loan
         Documents through and including December 31, 2004, (x) Agent, on behalf
         of Lenders, shall have received a First Priority Lien on all real and
         personal property acquired by Company in such acquisition and Agent
         shall have received originally executed copies of a written opinion of
         counsel to Company in form and substance satisfactory to Agent and its
         counsel as to such matters (other than an opinion as to priority), and
         (y) Agent shall have received originally executed copies of a favorable
         written opinion from FCC counsel to Company, in form and substance
         satisfactory to Agent and its counsel, addressing such matters as
         Agent, acting on behalf of Lenders, may reasonably request, and (z) the
         FCC Consents shall have been obtained with respect to any Station being
         acquired, and either (i) such FCC Consents shall have become Final
         Orders or (ii) if they shall not have become Final Orders, Agent shall
         not have notified Company that it has determined, in its sole
         discretion, that there is a reasonable basis for concluding that any
         such FCC Consent may not become a Final Order in due course.

                  (xii) if Company is required by the FCC to divest itself of
         either its Rockford, Illinois or Madison, Wisconsin Station in order to
         comply with the FCC's duopoly rules, Company may apply for temporary
         relief from such requirement through the transfer of the FCC Licenses
         pertaining to either of such Stations and the assets related thereto to
         a grantor trust (a "TRUST") and if (x) the FCC approves such transfer
         to the Trust and (y) the trustee under the Trust is reasonably
         acceptable to Agent, Company may assign the FCC Licenses pertaining to
         such Station and the assets related thereto to the Trust; provided that
         (w) with respect to the assets so transferred other than the FCC
         Licenses, Company shall either cause such assets to be transferred
         subject to the First Priority Lien in favor of the Agent pursuant to
         Company Tangible Assets Security Agreement or Company Acquired Assets
         Security Agreement, as the case may be, or if so requested by the Agent
         cause the trustee under the
         Trust to grant a First Priority Lien on such Assets to the Agent as
         collateral security for the Obligations pursuant to documentation
         substantially similar to Company Tangible Assets Security Agreement or
         Company Acquired Assets Security Agreement, as the case may be, and
         otherwise reasonably acceptable to the Agent, (x) with respect to the
         FCC Licenses


                                       104










<PAGE>



         pertaining to such Station, Company shall transfer such
         FCC Licenses to a corporation or limited liability company wholly-owned
         by the trustee under the Trust and shall cause the trustee under the
         Trust to grant a First Priority Lien on all of the outstanding capital
         stock or other equity interests in such entity to The Bank of New York
         as collateral security for the Existing Senior Notes and the
         Obligations pursuant to the Existing Company Pledge Agreement or
         documentation substantially similar thereto and otherwise reasonably
         acceptable to the Agent, (y) Company shall cause the trust agreement
         pursuant to which the Trust is created to provide that all cash
         generated by such Station be transferred promptly to Company except for
         such cash as may required to be retained by the Trust for working
         capital purposes, and (z) for all purposes of this Agreement, the Trust
         shall be considered a Subsidiary of Company.

6.8      CONSOLIDATED CAPITAL EXPENDITURES.

         BCC shall not, and shall not permit its Subsidiaries to, make or incur
Consolidated Capital Expenditures, in any period indicated below, in an
aggregate amount in excess of the corresponding amount (the "MAXIMUM
CONSOLIDATED CAPITAL EXPENDITURES AMOUNT") set forth below opposite such period;
provided that the Maximum Consolidated Capital Expenditures Amount for any such
period shall be increased by an amount equal to (i) the excess, if any, of the
Maximum Consolidated Capital Expenditures Amount for the previous period over
the actual amount of Consolidated Capital Expenditures for such previous period
and/or, (ii) at Company's option, a portion of the amount of Maximum
Consolidated Capital Expenditures Amount for the immediately succeeding period
(which, to the extent of such increase shall reduce the amount of the Maximum
Consolidated Capital Expenditure Amount for such succeeding period); provided
that in no event shall (a) the amount of any increase to the Maximum
Consolidated Capital Expenditures Amount pursuant to the foregoing clause (i) in
any period exceed 50% of the Maximum Consolidated Capital Expenditures Amount
for the previous period and (b) the amount of any increase to the Maximum
Consolidated Capital Expenditures Amount pursuant to the foregoing clause (ii)
in any period exceed 50% of the Maximum Consolidated Capital Expenditures Amount
for the immediately succeeding period.

<TABLE>
<CAPTION>
==================================================================================
      FISCAL YEAR (OR OTHER                     MAXIMUM CONSOLIDATED
        SPECIFIED PERIOD)                       CAPITAL EXPENDITURES

==================================================================================
<S>                                                       <C>
----------------------------------------------------------------------------------
1998                                                    $9,000,000
----------------------------------------------------------------------------------
1999                                                    $9,000,000
----------------------------------------------------------------------------------
2000                                                    $9,000,000
----------------------------------------------------------------------------------
2001                                                   $10,000,000
----------------------------------------------------------------------------------
2002                                                   $11,500,000
----------------------------------------------------------------------------------
2003 and each
year thereafter                                         $8,500,000
==================================================================================
</TABLE>


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<PAGE>




6.9      SALES AND LEASE-BACKS.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or
other surety with respect to any lease, whether an Operating Lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired, (i) which Company or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than Company or
any of its Subsidiaries) or (ii) which Company or any of its Subsidiaries
intends to use for substantially the same purpose as any other property which
has been or is to be sold or transferred by Company or any of its Subsidiaries
to any Person (other than Company or any of its Subsidiaries) in connection with
such lease.

6.10     SALE OR DISCOUNT OF RECEIVABLES.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or Accounts Receivable.

6.11     TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

         BCC shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any
service) with any holder of 5% or more of any class of equity Securities of BCC,
Company or with any Affiliate of Company or of any such holder, on terms that
are less favorable to BCC or that Subsidiary, as the case may be, than those
that might be obtained at the time from Persons who are not such a holder or
Affiliate; provided that the foregoing restriction shall not apply to (i) any
transaction between BCC or Company and any of their respective wholly owned
Subsidiaries or between any of BCC's wholly owned Subsidiaries or between any of
Company's wholly owned Subsidiaries, (ii) reasonable and customary fees paid to
members of the Boards of Directors of BCC or Company and its Subsidiaries, (iii)
annual cash compensation to Benedek in a dollar amount (the "COMPENSATION
LIMIT") not exceeding (a) in Fiscal Year 1997, $1,100,000 and (b) in
each Fiscal Year thereafter, 110% of the Compensation Limit for the prior Fiscal
Year or (iv) loans or advances made to directors, officers, employees or
independent contractors to fund the exercise price of options to purchase stock
of BCC or its Subsidiaries or for moving, entertainment, travel expenses,
drawing accounts and similar expenditures made in the ordinary course of
business.

6.12     DISPOSAL OF SUBSIDIARY STOCK.

         BCC and Company shall not:

                  (i) directly or indirectly sell, assign, pledge or otherwise
         encumber or dispose of any shares of capital stock or other equity
         Securities of any of its Subsidiaries, except (a) to qualify directors
         if required by applicable law and (b) as contemplated by the Collateral
         Documents; or




                                       106










<PAGE>


                  (ii) permit any of its Subsidiaries directly or indirectly to
         sell, assign, pledge or otherwise encumber or dispose of any shares of
         capital stock or other equity Securities of any of its Subsidiaries
         (including such Subsidiary), except to BCC, Company or another
         wholly-owned Subsidiary of Company (other than License Sub), or to
         qualify directors if required by applicable law.

6.13     CONDUCT OF BUSINESS.

         From and after the Restatement Date, Company shall not engage, and
shall not permit any of its Subsidiaries to engage, in any business other than
(i) the businesses engaged in by Company and its Subsidiaries on the Restatement
Date and similar or related businesses and (ii) such other lines of business as
may be consented to by Requisite Lenders. License Sub shall engage in no
business other than the holding of FCC Licenses and the performance of its
obligations under the License Sub Guaranty and its guaranty of the Existing
Senior Notes and shall own no material assets other than FCC Licenses. None of
Company nor any Subsidiary of Company other than License Sub shall own any FCC
License other than as set forth on Schedule 4.1E annexed hereto. BCC shall
engage in no business and have no assets other than (i) owning the stock of
Company, (ii) the issuance of and activities related to the maintenance and
servicing of the Seller Preferred Stock, the Exchangeable Preferred Stock and
Warrants and the Senior Subordinated Notes as permitted hereunder, including
performing its obligations as a reporting company under the Securities Act and
the Exchange Act, (iii) the performance of its obligations under the BCC
Guaranty and (iv) the receipt of Cash dividends or Cash distributions from
Company in accordance with the provisions hereof.

6.14     AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS; PAYMENTS ON
         EXISTING SENIOR  NOTES; DESIGNATION OF "DESIGNATED SENIOR DEBT".

         A. AMENDMENTS OR WAIVERS OF CERTAIN RELATED AGREEMENTS. Neither BCC nor
any of its Subsidiaries will agree to any amendment to, request any waiver of
(other than a waiver for which no fee is paid and no other concessions or
considerations are granted by BCC or Company), or waive any of their respective
rights under, any of the Related Agreements (other than any amendment or waiver
described in the next succeeding sentence) without in each case obtaining the
prior written consent of Agent and Requisite Lenders to such amendment, request
or waiver. Notwithstanding the foregoing, BCC and its Subsidiaries may agree to
amend or waive any provisions of the Related Agreements (i) to cure any
ambiguity, to correct or supplement any provision therein which may be defective
or inconsistent with any other provision therein, or (ii) to comply with the
Trust Indenture Act of 1939, as amended, or (iii) to make modifications of a
technical or clarifying nature or which are no less favorable to the Lenders, in
the reasonable opinion of Agent and Requisite Lenders, than the provisions of
the Related Agreements as in effect on the Acquisition Date (for the purposes of
this subsection 6.14, any amendment, modification or change which would extend
the maturity or reduce the amount of any payment of principal on the Existing
Senior Notes or the Subordinated Indebtedness or which would reduce the rate or
extend the date for payment of interest thereon, provided that no fee is payable
in connection therewith, shall be deemed to be an amendment, modification or
change that is no less favorable to the Lenders).


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<PAGE>




         B. PAYMENTS ON EXISTING SENIOR NOTES. Except as permitted by subsection
6.5(ii), neither BCC nor any of its Subsidiaries shall make any prepayments,
redemptions or repurchases of the Existing Senior Notes without the prior
written consent of Agent and Requisite Lenders. Neither BCC nor any of its
Subsidiaries will defease, or make any payments the effect of which is to
defease (whether pursuant to the defeasance provisions of the Existing Senior
Notes or otherwise), the Existing Senior Notes, in whole or in part, without in
each case obtaining the prior written consent of Agent and Requisite Lenders.

         C. DESIGNATION OF "DESIGNATED SENIOR DEBT". Neither BCC nor Company
shall designate any Indebtedness (other than the Obligations and the Existing
Senior Notes) as "Designated Senior Debt", as defined in the Senior Subordinated
Note Indenture, for purposes of the Senior Subordinated Note Indenture without
the prior written consent of Agent.

6.15     FISCAL YEAR.

         Neither BCC nor any of its Subsidiaries shall change its Fiscal
Year-end from December 31.

6.16     LIMITATION ON CREATION OF SUBSIDIARIES.

         BCC will not, and will not permit any of its Subsidiaries to,
establish, create or acquire any new Subsidiary other than a Special Purpose
Subsidiary; provided BCC will not establish, create or acquire a direct Special
Purpose Subsidiary.

                                   SECTION 7.

                                EVENTS OF DEFAULT

         If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

7.1      FAILURE TO MAKE PAYMENTS WHEN DUE.

         Failure by Company to pay any installment of principal of any Loan when
due, whether at stated maturity, by acceleration, by notice of voluntary
prepayment, by mandatory prepayment or otherwise; or failure by Company
to pay any interest on any Loan or any fee or any other amount due under
this Agreement within three Business Days after the date due; or

7.2      DEFAULT IN OTHER AGREEMENTS.

         (i) Failure of BCC or any of its Subsidiaries to pay when due any
principal of or interest on or any other amount payable in respect of one or
more items of Indebtedness (other than Indebtedness referred to in subsection
7.1) or Contingent Obligations with an aggregate principal amount of $1,000,000
or more beyond the end of any grace period provided therefor; or (ii) breach or
default by BCC or any of its Subsidiaries with respect to any other material
term of (a) one or more items of Indebtedness or Contingent Obligations in the
aggregate principal amount referred to in clause (i) above or (b) any loan
agreement, mortgage, indenture or other agreement relating to such item(s) of
Indebtedness or Contingent Obligation(s), if the effect of such breach or
default


                                       108










<PAGE>




is to cause, or to permit the holder or holders of that Indebtedness or
Contingent Obligation(s) (or a trustee on behalf of such holder or holders) to
cause, that Indebtedness or Contingent Obligation(s) to become or be declared
due and payable prior to its stated maturity or the stated maturity of any
underlying obligation, as the case may be (upon the giving or receiving of
notice, lapse of time, both, or otherwise); or

7.3      BREACH OF CERTAIN COVENANTS.

         Failure of BCC or any of its Subsidiaries to perform or comply with any
term or condition contained in subsection 2.5 or 5.2 or Section 6 of this
Agreement; or

7.4      BREACH OF WARRANTY.

         Any representation, warranty, certification or other statement made by
any Loan Party or any of its Subsidiaries in any Loan Document or in any
statement or certificate at any time given by any Loan Party or any of its
Subsidiaries in writing pursuant hereto or thereto or pursuant to a request of
Agent or Lenders made pursuant hereto or pursuant to the Collateral Documents
shall be false in any material respect on the date as of which made; or

7.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS.

         Any Loan Party shall default in the performance of or compliance with
any term contained in this Agreement or any of the other Loan Documents, other
than any such term referred to in any other subsection of this Section 7, and
such default shall not have been remedied or waived within 30 days after the
earlier of (i) an officer of Company or such Loan Party becoming aware of such
default or (ii) receipt by Company and such Loan Party of notice from Agent or
any Lender of such default; or

7.6      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

         (i) A court having jurisdiction in the premises shall enter a decree or
order for relief in respect of BCC or any of its Subsidiaries in an involuntary
case under the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against BCC or any of its Subsidiaries under the Bankruptcy Code or under any
other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over BCC or any of its Subsidiaries, or over
all or a substantial part of its property, shall have been entered; or there
shall have occurred the involuntary appointment of an interim receiver, trustee
or other custodian of BCC or any of its Subsidiaries for all or a substantial
part of its property; or a warrant of attachment, execution or similar process
shall have been issued against any substantial part of the property of BCC or
any of its Subsidiaries, and any such event described in this clause (ii) shall
continue for 60 days unless dismissed, bonded or discharged; or



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<PAGE>




7.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

         (i) BCC or any of its Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or BCC or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) BCC or any of its Subsidiaries
shall be unable, or shall fail generally, or shall admit in writing its
inability, to pay its debts as such debts become due; or the Board of Directors
of BCC or any of its Subsidiaries (or any committee thereof) shall adopt any
resolution or otherwise authorize any action to approve any of the actions
referred to in clause (i) above or this clause (ii); or

7.8      JUDGMENTS AND ATTACHMENTS.

         Any money judgment, writ or warrant of attachment or similar process
involving in the aggregate at any time an amount in excess of $1,000,000 shall
be entered or filed against BCC or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days (or in any event later than five days prior to the date
of any proposed sale thereunder); or

7.9      DISSOLUTION.

         Any order, judgment or decree shall be entered against BCC or any of
its Subsidiaries decreeing the dissolution or split up of BCC or that Subsidiary
and such order shall remain undischarged or unstayed for a period in excess of
30 days; or

7.10     EMPLOYEE BENEFIT PLANS.

         There shall occur one or more ERISA Events which individually or in the
aggregate results in or might reasonably be expected to result in liability of
BCC, any of its Subsidiaries or any of their respective ERISA Affiliates in
excess of $1,000,000 during the term of this Agreement; or there shall exist an
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA), individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $1,000,000; or

7.11     MATERIAL ADVERSE EFFECT.

         Any event or change shall occur that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect; or



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<PAGE>


7.12     CHANGE IN EXECUTIVE OFFICERS OF COMPANY.

         Either Benedek or K. James Yager, or any successor to either Person
satisfactory to Requisite Lenders hereunder, shall cease, for any reason
whatsoever, to continuously perform their respective present duties as executive
officers of Company, without a successor satisfactory to Requisite Lenders in
their reasonable discretion having commenced to perform the duties of such
executive officer within 120 days after such cessation; or

7.13     CHANGE IN CONTROL.

         (i) BCC shall cease to own 100% of the capital stock of Company, (ii)
Benedek or his estate or family members or trusts for the benefit of his family
members shall cease to have a presently exercisable right to vote at least 51%
of all issued and outstanding equity Securities of BCC entitled (without regard
to the occurrence of any contingency) to vote for the election of members of the
Board of Directors of BCC, (iii) Benedek or his estate or family members or
trusts for the benefit of his family members shall cease to beneficially own at
least 51% of the economic value of BCC, (iv) a "Change of Control" under the
Existing Senior Note Indenture or under the Senior Subordinated Note Indenture
shall occur or (v) Company shall cease to own 100% of the capital stock of
License Sub; or

7.14     FCC LICENSES.

         Any material FCC License shall be cancelled, terminated, rescinded,
revoked, suspended, impaired, otherwise finally denied renewal, or otherwise
modified in any material adverse respect, or shall be renewed on terms that
materially and adversely affect the economic or commercial value or usefulness
thereof; or any material FCC License shall cease to be in full force and effect;
or the grant of any material FCC License shall have been stayed, vacated or
reversed, or modified in any material adverse respect by judicial or
administrative proceedings; or any administrative law judge or other
representative of the FCC shall have issued an initial decision in any
non-comparative license renewal, license revocation or any comparative (multiple
applicant) proceeding to the effect that any material FCC License should be
revoked or not be renewed; or any other proceeding shall have been instituted by
or shall have been commenced before any court, the FCC or any other regulatory
body that could reasonably be expected to result in (i) cancellation,
termination, rescission, revocation, material impairment, suspension or denial
of renewal of a material FCC License, or (ii) a modification of a material FCC
License in a material adverse respect or a renewal thereof on terms that
materially and adversely affect the economic or commercial value or usefulness
thereof; or

7.15  INVALIDITY OF GUARANTIES; FAILURE OF SECURITY; REPUDIATION OF OBLIGATIONS.

         At any time after the execution and delivery thereof, (i) any Guaranty
for any reason, other than the satisfaction in full of all Obligations, shall
cease to be in full force and effect (other than in accordance with its terms)
or shall be declared by a court of competent jurisdiction to be null and void,
(ii) any Collateral Document shall cease to be in full force and effect (other
than by reason of a release of Collateral thereunder in accordance with


                                       111










<PAGE>


the terms hereof or thereof, the satisfaction in full of the Obligations or any
other termination of such Collateral Document in accordance with the terms
hereof or thereof) or shall be declared null and void by a court of competent
jurisdiction, or Agent shall not have or shall cease to have a valid and
perfected First Priority Lien in any Collateral purported to be covered thereby,
in each case for any reason other than the failure of Agent or any Lender to
take any action within its control, or (iii) any Loan Party shall contest the
validity or enforceability of any Loan Document in writing or deny in writing
that it has any further liability, including with respect to future advances by
Lenders, under any Loan Document to which it is a party; or

7.16     SUBORDINATED INDEBTEDNESS.

         BCC or any of its Subsidiaries shall fail to comply with the
subordination provisions contained in the Senior Subordinated Note Indenture or
any other agreement governing Subordinated Indebtedness;

THEN (i) upon the occurrence of any Event of Default described in subsection 7.6
or 7.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans and (b) all other Obligations shall automatically become immediately due
and payable, without presentment, demand, protest or other requirements of any
kind, all of which are hereby expressly waived by Company, and the obligation of
each Lender to make any Loan hereunder shall thereupon terminate, and (ii) upon
the occurrence and during the continuation of any other Event of Default, Agent
shall, upon the written request or with the written consent of Requisite
Lenders, by written notice to Company, declare all or any portion of the amounts
described in clauses (a) and (b) above to be, and the same shall forthwith
become, immediately due and payable, and the obligation of each Lender to make
any Loan hereunder shall thereupon terminate.

         Notwithstanding anything contained in the preceding paragraph, if at
any time within 60 days after an acceleration of the Loans pursuant to clause
(ii) of such paragraph Company shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than as a
result of such acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Potential Events of Default (other than
non-payment of the principal of and accrued interest on the Loans, in each case
which is due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to subsection 9.6, then Requisite Lenders, by written notice to
Company, may at their option rescind and annul such acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision
which may be made at the election of Requisite Lenders and are not intended,
directly or indirectly, to benefit Company, and such provisions shall not at any
time be construed so as to grant Company the right to require Lenders to
rescind or annul any acceleration hereunder or to preclude Agent or Lenders
from exercising any of the rights or remedies available to them
under any of the Loan Documents, even if the conditions set forth in this
paragraph are met.



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<PAGE>


                                   SECTION 8.
                                      AGENT

8.1      APPOINTMENT.

         A. APPOINTMENT OF AGENT. BTCo is hereby appointed Agent hereunder, and
each Lender hereby authorizes Agent to act as its agent in accordance with the
terms of this Agreement and the other Loan Documents. Agent hereby agrees to act
upon the express conditions contained in this Agreement and the other Loan
Documents, as applicable. The provisions of this Section 8 are solely for the
benefit of Agent and Lenders and Company shall have no rights as a third party
beneficiary of any of the provisions thereof. In performing its functions and
duties under this Agreement, Agent shall act solely as an agent of Lenders and
does not assume and shall not be deemed to have assumed any obligation towards
or relationship of agency or trust with or for Company or any of its
Subsidiaries. Agent, without consent of or notice to any party hereto, may
assign any and all of its rights or obligations hereunder to any of its
Affiliates.

         B. RESIGNATION OF CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,
AS EXISTING COLLATERAL AGENT AND EXISTING ADMINISTRATIVE AGENT. Effective
simultaneously with the effectiveness of this Agreement, Canadian Imperial Bank
of Commerce, New York Agency resigned as Existing Collateral Agent and Existing
Administrative Agent. From and after the Restatement Date, any reference
contained in any of the Loan Documents (including, without limitation, in any of
the Mortgages) to (x) "Collateral Agent" shall be deemed to be a reference to
Agent (solely in its capacity as Agent and not in any other capacity) as the
successor to Existing Collateral Agent solely in its capacity as Existing
Collateral Agent and not in any other capacity and (y) "Administrative Agent"
shall be deemed to be a reference to Agent (solely in its capacity as Agent and
not in any other capacity) as successor to the Existing Administrative Agent
solely in its capacity as Existing Administrative Agent and not in any other
capacity. Accordingly, Agent is hereby vested with all the rights, powers,
privileges and duties of Existing Collateral Agent and Existing Administrative
Agent, subject, however, to the immunities, indemnities and other benefits of
Section 8 of the Existing Credit Agreement and this Section 8.

         C. APPOINTMENT OF SUPPLEMENTAL COLLATERAL AGENTS. It is the purpose of
this Agreement and the other Loan Documents that there shall be no violation of
any law of any jurisdiction denying or restricting the right of banking
corporations or associations to transact business as agent or trustee in such
jurisdiction. It is recognized that in case of litigation under this Agreement
or any of the other Loan Documents, and in particular in case of the enforcement
of any of the Loan Documents, or in case Agent deems that by reason of any
present or future law of any jurisdiction it may not exercise any of the rights,
powers or remedies granted herein or in any of the other Loan Documents or take
any other action which may be desirable or necessary in connection therewith, it
may be necessary that Agent appoint an additional individual or institution as a
separate trustee, co-trustee, collateral agent or collateral co-agent (any such
additional individual or institution being referred to herein individually
as a "SUPPLEMENTAL COLLATERAL AGENT" and collectively as "SUPPLEMENTAL
COLLATERAL AGENTS").

         In the event that Agent appoints a Supplemental Collateral Agent with
respect to any Collateral, (i) each and every right, power, privilege or duty
expressed or intended by this


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<PAGE>


Agreement or any of the other Loan Documents to be exercised by or vested
in or conveyed to Agent with respect to such Collateral shall be
exercisable by and vest in such Supplemental Collateral Agent to the
extent, and only to the extent, necessary to enable such Supplemental Collateral
Agent to exercise such rights, powers and privileges with respect to such
Collateral and to perform such duties with respect to such Collateral, and every
covenant and obligation contained in the Loan Documents and necessary to the
exercise or performance thereof by such Supplemental Collateral Agent shall run
to and be enforceable by either Agent or such Supplemental Collateral Agent, and
(ii) the provisions of this Section 8 and of subsections 9.2 and 9.3 that refer
to Agent shall inure to the benefit of such Supplemental Collateral Agent and
all references therein to Agent shall be deemed to be references to Agent and/or
such Supplemental Collateral Agent, as the context may require.

         Should any instrument in writing from Company or any other Loan Party
be required by any Supplemental Collateral Agent so appointed by Agent for more
fully and certainly vesting in and confirming to him or it such rights, powers,
privileges and duties, Company shall, or shall cause such Loan Party to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by Agent. In case any Supplemental Collateral Agent, or a successor
thereto, shall die, become incapable of acting, resign or be removed, all the
rights, powers, privileges and duties of such Supplemental Collateral Agent, to
the extent permitted by law, shall vest in and be exercised by Agent until the
appointment of a new Supplemental Collateral Agent.

8.2      POWERS AND DUTIES; GENERAL IMMUNITY.

         A. POWERS; DUTIES SPECIFIED. Each Lender irrevocably authorizes Agent
to take such action on such Lender's behalf and to exercise such powers, rights
and remedies hereunder and under the other Loan Documents as are specifically
delegated or granted to Agent by the terms hereof and thereof, together with
such powers, rights and remedies as are reasonably incidental thereto. Agent
shall have only those duties and responsibilities that are expressly specified
in this Agreement and the other Loan Documents. Agent may exercise such powers,
rights and remedies and perform such duties by or through its agents or
employees. Agent shall not have, by reason of this Agreement or any of the other
Loan Documents, a fiduciary relationship in respect of any Lender; and nothing
in this Agreement or any of the other Loan Documents, expressed or implied, is
intended to or shall be so construed as to impose upon Agent any obligations in
respect of this Agreement or any of the other Loan Documents except as expressly
set forth herein or therein.

         B. NO RESPONSIBILITY FOR CERTAIN MATTERS. Agent shall not be
responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statements or
in any financial or other statements, instruments, reports or certificates or
any other documents furnished or made by Agent to Lenders or by or on behalf of
Company to Agent or any Lender in connection with the Loan Documents and the
transactions contemplated thereby or for the financial condition or business
affairs of Company or any other Person liable for the payment of any
Obligations, nor shall Agent be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained in any of the Loan Documents or as to the use of the
proceeds of the Loans or as to the existence or possible existence of any Event


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of Default or Potential Event of Default. Without limitation of the other
provisions of this Section 8, Agent shall not be responsible to BCC, Company,
any Lender or any other Person for any action, omission, fact or circumstance
occurring prior to Agent's appointment as Agent hereunder.

         C. EXCULPATORY PROVISIONS. Neither Agent nor any of its officers,
directors, partners, employees or agents shall be liable to Lenders for any
action taken or omitted by Agent under or in connection with any of the Loan
Documents except to the extent caused by Agent's gross negligence or willful
misconduct. Agent shall be entitled to refrain from any act or the taking of any
action (including the failure to take an action) in connection with this
Agreement or any of the other Loan Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
Agent shall have received instructions in respect thereof from Requisite Lenders
(or such other Lenders as may be required to give such instructions under
subsection 9.6) and, upon receipt of such instructions from Requisite Lenders
(or such other Lenders, as the case may be), Agent shall be entitled to act or
(where so instructed) refrain from acting, or to exercise such power, discretion
or authority, in accordance with such instructions. Without prejudice to the
generality of the foregoing, (i) Agent shall be entitled to rely, and shall be
fully protected in relying, upon any communication, instrument or document
believed by it to be genuine and correct and to have been signed or sent by the
proper person or persons, and shall be entitled to rely and shall be protected
in relying on opinions and judgments of attorneys (who may be attorneys for
Company and its Subsidiaries), accountants, experts and other professional
advisors selected by it; and (ii) no Lender shall have any right of action
whatsoever against Agent as a result of Agent acting or (where so instructed)
refraining from acting under this Agreement or any of the other Loan Documents
in accordance with the instructions of Requisite Lenders (or such other Lenders
as may be required to give such instructions under subsection 9.6).

         D. AGENT ENTITLED TO ACT AS LENDER. The agency hereby created shall in
no way impair or affect any of the rights and powers of, or impose any duties or
obligations upon, Agent in its individual capacity as a Lender hereunder. With
respect to its participation in the Loans, Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions delegated to it hereunder, and the term
"Lender" or "Lenders" or any similar term shall, unless the context clearly
otherwise indicates, include Agent in its individual capacity. Agent and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of banking, trust, financial advisory or other business with Company or any
of its Affiliates as if it were not performing the duties specified herein, and
may accept fees and other consideration from Company for services in connection
with this Agreement and otherwise without having to account for the same to
Lenders.

8.3      REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR APPRAISAL OF
CREDITWORTHINESS.

         Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with the making of the Loans hereunder and that
it has made and shall continue to make its own appraisal of the
creditworthiness of Company and its Subsidiaries. Agent shall not have any duty
or responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times


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thereafter, and Agent shall not have any responsibility with respect to the
accuracy of or the completeness of any information provided to Lenders.

8.4      RIGHT TO INDEMNITY.

         Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Agent, to the extent Agent shall not have been reimbursed by Company,
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against Agent in exercising its powers,
rights and remedies or performing its duties hereunder or under the other Loan
Documents or otherwise in its capacity as Agent in any way relating to or
arising out of this Agreement or the other Loan Documents; provided that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from Agent's gross negligence or willful misconduct. Subject to the
proviso to the immediately preceding sentence, if any indemnity furnished to
Agent for any purpose shall, in the opinion of Agent, be insufficient or become
impaired, Agent may call for additional indemnity and cease, or not commence, to
do the acts indemnified against until such additional indemnity is furnished.

8.5      SUCCESSOR AGENT.

         Agent may resign at any time by giving 30 days' prior written notice
thereof to Lenders and Company. Upon any such notice of resignation, Requisite
Lenders shall have the right, upon five Business Days' notice to Company, to
appoint a successor Agent. Upon the acceptance of any appointment as Agent
hereunder 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 Agent and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Section 8 shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent under
this Agreement.

8.6      COLLATERAL DOCUMENTS AND GUARANTIES.

         Each Lender hereby further authorizes (i) Agent, on behalf of and for
the benefit of Lenders, to enter into each Collateral Document as secured party
and to be the agent for and representative of Lenders under each Guaranty, and
each Lender agrees to be bound by the terms of each Collateral Document and
Guaranty; provided that Agent shall not (i) enter into or consent to any
material amendment, modification, termination or waiver of any provision
contained in any Collateral Document or Guaranty or (ii) release any Collateral
(except as otherwise expressly permitted or required pursuant to the terms of
this Agreement or the applicable Collateral Document), in each case without the
prior consent of Requisite Lenders (or, if required pursuant to subsection 9.6,
Supermajority Lenders). Each Lender having Term Loans hereunder hereby
authorizes Agent to execute and deliver, on behalf of and for the benefit of
such Lenders, an acknowledgment to the Existing Company Pledge Agreement
as required by Section 18 thereof. In the event Collateral is sold in an
Asset Sale permitted hereunder or otherwise consented to by Requisite
Lenders, Agent may, without further consent or authorization from Lenders,
release the


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Liens granted under the Collateral Documents on the Collateral that is
the subject of such Asset Sale concurrently with the consummation
of such Asset Sale; provided that Agent shall have received
(i) reasonable, and in any event not less than 30 days', prior written
notice of such Asset Sale from Company; provided that with respect to any Asset
Sales being consummated on the Restatement Date, Company shall have provided 2
days prior written notice of such Asset Sale; (ii) an Officers' Certificate (1)
certifying that no Event of Default or Potential Event of Default shall have
occurred and be continuing as of the date of such release of Collateral, (2)
setting forth a detailed description of the Collateral subject to such Asset
Sale, and (3) certifying such Asset Sale is permitted under this Agreement and
that all conditions precedent to such Asset Sale under this Agreement have been
met; and (iii) all Net Cash Proceeds of Asset Sale required to be applied to
repay Obligations under this Agreement. Upon payment in full of all of the
Obligations (other than inchoate indemnification obligations with respect to
claims, losses or liabilities which have not yet arisen) and termination of the
Commitments, Agent shall release the Liens on such Collateral granted pursuant
to the Collateral Documents. Upon any release of Collateral pursuant to the
foregoing, Agent shall, at Company's expense, execute and deliver such documents
(without recourse or representation or warranty) as reasonably requested to
evidence such release. Notwithstanding anything herein to the contrary, upon the
occurrence and during the continuation of an Event of Default, for purposes of
any decisions relating to (including decisions relating to exercising or
refraining from exercising remedies under the Collateral Documents), or taking
any actions with respect to, the Collateral Documents or the Collateral,
"Requisite Lenders" shall mean the holders of 51% or more of the aggregate
Tranche A Term Loan Exposure of all Lenders plus the aggregate Tranche B Term
Loan Exposure of all Lenders plus the aggregate Revolving Loan Exposure of all
Lenders. Agent shall exercise or refrain from exercising remedies under the
Collateral Documents in accordance with the directions of Requisite Lenders;
provided, however, that Lenders acknowledge and agree that, with respect to the
Collateral that is shared on an equal and ratable basis with the holders of the
Existing Senior Notes, decisions relating to the exercise and manner of exercise
of remedies are to be made by Agent at the direction of "Requisite Obligees" (as
defined in the applicable Collateral Document) and, therefore, Requisite Lenders
may give directions to Agent with respect to the exercise of remedies but may
not hold a sufficient amount of secured obligations to constitute Requisite
Obligees under the applicable Collateral Document, in which case Agent shall
follow the directions of Requisite Obligees. Anything contained in any of the
Loan Documents to the contrary notwithstanding, Company, Agent and each Lender
hereby agree that (x) no Lender shall have any right individually to realize
upon any of the Collateral under any Collateral Document or to enforce any
Guaranty, it being understood and agreed that all powers, rights and remedies
under the Collateral Documents and the Guaranties may be exercised solely by
Agent for the benefit of Lenders in accordance with the terms thereof, and (y)
in the event of a foreclosure by Agent on any of the Collateral pursuant to a
public or private sale, Agent or any Lender may be the purchaser of any or all
of such Collateral at any such sale and Agent, as agent for and representative
of Lenders (but not any Lender or 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 Obligations as a credit on account of the
purchase price for any collateral payable by Agent at such sale.



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                                   SECTION 9.
                                  MISCELLANEOUS

9.1      ASSIGNMENTS AND PARTICIPATIONS IN LOANS.

         A. GENERAL. Subject to subsection 9.1B, each Lender shall have the
right at any time to (i) sell, assign or transfer to any Eligible Assignee, or
(ii) sell participations to any Person in, all or any part of its Commitments or
any Loan or Loans made by it or any other interest herein or in any other
Obligations owed to it; provided that no such sale, assignment, transfer or
participation shall, without the consent of Company, require Company to file a
registration statement with the Securities and Exchange Commission or apply to
qualify such sale, assignment, transfer or participation under the securities
laws of any state; and provided, further that no such sale, assignment or
transfer described in clause (i) above shall be effective unless and until an
Assignment Agreement effecting such sale, assignment or transfer shall have been
accepted by Agent and recorded in the Register as provided in subsection
9.1B(ii). Except as otherwise provided in this subsection 9.1, no Lender shall,
as between Company and such Lender, be relieved of any of its obligations
hereunder as a result of any sale, assignment or transfer of, or any granting of
participations in, all or any part of its Commitments or the Loans or the other
Obligations owed to such Lender.

         B.       ASSIGNMENTS.

                  (i) Amounts and Terms of Assignments. Each Commitment, Loan or
         other Obligation may (a) be assigned in any amount to another Lender,
         or to an Affiliate of the assigning Lender or another Lender, with the
         giving of notice to Company and Agent or (b) be assigned in an
         aggregate amount of not less than $5,000,000 (or such lesser amount as
         shall constitute the aggregate amount of the Commitments, Loans and
         other Obligations of the assigning Lender) to any other Eligible
         Assignee (treating any two or more investment funds that invest in
         commercial loans and that are managed or advised by the same investment
         advisor or by an Affiliate of such investment advisor as a single
         Eligible Assignee) with the consent of Agent (which consent shall not
         be unreasonably withheld or delayed). To the extent of any such
         assignment in accordance with either clause (a) or (b) above, the
         assigning Lender shall be relieved of its obligations with respect to
         its Commitments, Loans or other Obligations or the portion thereof so
         assigned. The parties to each such assignment shall execute and deliver
         to Agent, for its acceptance and recording in the Register, an
         Assignment Agreement, together with a processing and recordation fee of
         $3,500 and such forms, certificates or other evidence, if any, with
         respect to United States federal income tax withholding matters as the
         assignee under such Assignment Agreement may be required to deliver to
         Agent pursuant to subsection 2.7B(iii)(a). Upon such execution,
         delivery, acceptance and recordation, from and after the effective date
         specified in such Assignment Agreement, (y) the assignee thereunder
         shall be a party hereto and, to the extent that rights and obligations
         hereunder have been assigned to it pursuant to such Assignment
         Agreement, shall have the rights and obligations of a Lender hereunder
         and (z) the assigning Lender thereunder shall, to the extent that
         rights and obligations hereunder have been assigned by it pursuant to
         such Assignment Agreement, relinquish its rights (other than any rights
         which survive the termination of this Agreement under subsection 9.9B)
         and




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<PAGE>

         be released from its obligations under this Agreement (and, in the
         case of an Assignment Agreement covering all or the remaining portion
         of an assigning Lender's rights and obligations under this Agreement,
         such Lender shall cease to be a party hereto). The Commitments
         hereunder shall be modified to reflect the Commitment of such
         assignee and any remaining Commitment of such assigning Lender
         and, if any such assignment occurs  after the issuance of the Notes
         hereunder, the assigning Lender shall, upon the effectiveness of
         such assignment or as promptly thereafter as practicable,
         surrender its applicable Notes to Agent for cancellation,
         and thereupon new Notes shall be issued to the assignee and to the
         assigning Lender, substantially in the form of Exhibit III, Exhibit IV
         or Exhibit V annexed hereto, as the case may be, with appropriate
         insertions, to reflect the new Commitments and/or outstanding Tranche A
         Term Loans and/or Tranche B Term Loans, as the case may be, of the
         assignee and the assigning Lender.

                  (ii) Acceptance by Agent; Recordation in Register. Upon its
         receipt of an Assignment Agreement executed by an assigning Lender and
         an assignee representing that it is an Eligible Assignee, together with
         the processing and recordation fee referred to in subsection 9.1B(i)
         and any forms, certificates or other evidence with respect to United
         States federal income tax withholding matters that such assignee may be
         required to deliver to Agent pursuant to subsection 2.7B(iii)(a), Agent
         shall, if Agent has consented to the assignment evidenced thereby (to
         the extent such consent is required pursuant to subsection 9.1B(i)),
         (a) accept such Assignment Agreement by executing a counterpart thereof
         as provided therein (which acceptance shall evidence any required
         consent of Agent to such assignment), (b) record the information
         contained therein in the Register, and (c) give prompt notice thereof
         to Company. Agent shall maintain a copy of each Assignment Agreement
         delivered to and accepted by it as provided in this subsection
         9.1B(ii).

         C. PARTICIPATIONS. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the regularly scheduled maturity of any
portion of the principal amount of or interest on any Loan allocated to such
participation or (ii) a reduction of the principal amount of or the rate of
interest payable on any Loan allocated to such participation, and all amounts
payable by Company hereunder (including amounts payable to such Lender pursuant
to subsections 2.6D and 2.7) shall be determined as if such Lender had not sold
such participation. Company and each Lender hereby acknowledge and agree that,
solely for purposes of subsections 9.4 and 9.5, (a) any participation will give
rise to a direct obligation of Company to the participant and (b) the
participant shall be considered to be a "Lender".

         D. ASSIGNMENTS TO FEDERAL RESERVE BANKS AND FUND TRUSTEES. In addition
to the assignments and participations permitted under the foregoing provisions
of this subsection 9.1, any Lender may assign and pledge all or any portion of
its Loans, the other Obligations owed to such Lender, and its Notes to any
Federal Reserve Bank as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any operating circular
issued by such Federal Reserve Bank, and with the consent of Agent any Lender
which is an investment fund may pledge all or any portion of its Notes or Loans
to its trustee in support of its obligations to such trustee; provided that (i)
no Lender shall, as between Company and such Lender, be relieved of any of its
obligations hereunder as a result of any such assignment and pledge and (ii) in
no event shall

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such Federal Reserve Bank or trustee be considered to be a "Lender" or be
entitled to require the assigning Lender to take or omit to take any action
hereunder.

          E. INFORMATION. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and
participants), subject to subsection 9.19.

         F. REPRESENTATIONS OF LENDERS. Each Lender listed on the signature
pages hereof hereby represents and warrants (i) that it is an Eligible Assignee
described in clause (i) of the definition thereof; (ii) that it has experience
and expertise in the making of loans such as the Loans; and (iii) that it will
make its Loans for its own account in the ordinary course of its business and
without a view to distribution of such Loans within the meaning of the
Securities Act or the Exchange Act or other federal securities laws (it being
understood that, subject to the provisions of this subsection 9.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control). Each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree that the representations and
warranties of such Lender contained in Section 2(c) of such Assignment Agreement
are incorporated herein by this reference.

9.2      EXPENSES.

         Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of Agent in connection with the preparation of the Loan
Documents and any consents, amendments, waivers or other modifications thereto;
(ii) all the costs of furnishing all opinions by counsel for Company (including
any opinions requested by Lenders as to any legal matters arising hereunder) and
of Company's performance of and compliance with all agreements and conditions on
its part to be performed or complied with under this Agreement and the other
Loan Documents including with respect to confirming compliance with
environmental, insurance and solvency requirements; (iii) the reasonable fees,
expenses and disbursements of counsel to Agent (including allocated costs of
internal counsel) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and any consents, amendments, waivers or
other modifications thereto and any other documents or matters requested by
Company; (iv) all the actual costs and reasonable expenses of creating and
perfecting Liens in favor of Agent on behalf of Lenders pursuant to any
Collateral Document, including filing and recording fees, expenses and taxes,
stamp or documentary taxes, search fees, title insurance premiums, and
reasonable fees, expenses and disbursements of counsel to Agent and of counsel
providing any opinions that Agent or Requisite Lenders may request in respect of
the Collateral Documents or the Liens created pursuant thereto; (v) all the
actual costs and reasonable expenses (including the reasonable fees, expenses
and disbursements of any auditors, accountants or appraisers and any
environmental or other consultants, advisors and agents employed or retained by
Agent or its counsel) of obtaining and reviewing any environmental audits or
reports provided for under subsection 5.7 and any audits or reports provided for
under subsection 5.5B with respect to Accounts Receivable of Company and its
Subsidiaries; (vi) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any consultants, advisors and
agents employed or retained by Agent or its counsel) in connection with the
custody or preservation of any of the Collateral; (vii) all other actual and
reasonable costs and expenses incurred by Agent in connection with the
syndication of the Commitments and the negotiation,

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preparation and execution of the Loan Documents and any consents, amendments,
waivers or other modifications thereto and the transactions contemplated
thereby; and (viii) after the occurrence of an Event of Default, all costs and
expenses, including reasonable attorneys' fees (including allocated costs of
internal counsel) and costs of settlement, incurred by Agent and Lenders in
enforcing any Obligations of or in collecting any payments due from any Loan
Party hereunder or under the other Loan Documents by reason of such Event of
Default (including in connection with the sale of, collection from, or other
realization upon any of the Collateral or the enforcement of the Guaranties)
or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out" or
pursuant to any insolvency or bankruptcy proceedings. As long as no Event of
Default shall have occurred and be continuing, Company shall not be responsible
for expenses incurred by Lenders to attend Lender meetings or exercise
inspection rights pursuant to subsection 5.5.

9.3      INDEMNITY.

         In addition to the payment of expenses pursuant to subsection 9.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Agent and Lenders, and the officers, directors,
partners, employees, agents, trustees and affiliates of any of Agent and Lenders
and each of their respective affiliates (collectively called the "INDEMNITEES"),
from and against any and all Indemnified Liabilities (as hereinafter defined);
provided that Company shall not have any obligation to any Indemnitee hereunder
with respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise from the gross negligence or willful misconduct of that
Indemnitee as determined by a final judgment of a court of competent
jurisdiction.

         As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any and
all liabilities, obligations, losses, damages (including natural resource
damages), penalties, actions, judgments, suits, claims (including Environmental
Claims), costs (including the costs of any investigation, study, sampling,
testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials
Activity), expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding
commenced or threatened by any Person, whether or not any such Indemnitee shall
be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing this indemnity), whether direct, indirect
or consequential and whether based on any federal, state or foreign laws,
statutes, rules or regulations (including securities and commercial laws,
statutes, rules or regulations and Environmental Laws), on common law or
equitable cause or on contract or otherwise, that may be imposed on, incurred
by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Loan Documents or the Related
Agreements or the transactions contemplated hereby or thereby (including
Lenders' agreement to make the Loans hereunder or the use or intended use of the
proceeds thereof or any enforcement of any of the Loan Documents (including any
sale of, collection from, or other realization upon any of the Collateral or the
enforcement of the Guaranties)), (ii) any commitment letter delivered by Agent
or any Lender to Company with respect to the credit facilities provided
hereunder, or (iii) any Environmental Claim or any Hazardous Materials Activity
relating to or

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arising from, directly or indirectly, any past or present activity, operation,
land ownership, or practice of Company or any of its Subsidiaries.

         To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this subsection 9.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, Company shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

9.4      SET-OFF; SECURITY INTEREST IN DEPOSIT ACCOUNTS.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, upon the occurrence of any
Event of Default each Lender is hereby authorized by BCC and Company at any time
or from time to time subject to the consent of Agent, without notice to BCC or
Company or to any other Person (other than Agent), any such notice being hereby
expressly waived, to set off and to appropriate and to apply any and all
deposits (general or special, including Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts),
including deposits in the Collateral Account and the Company Collateral Account,
and any other Indebtedness at any time held or owing by that Lender to or for
the credit or the account of BCC or Company against and on account of the
obligations and liabilities of BCC or Company to that Lender under this
Agreement and the other Loan Documents, including all claims of any nature or
description arising out of or connected with this Agreement or any other Loan
Document, irrespective of whether or not (i) that Lender shall have made any
demand hereunder or (ii) the principal of or the interest on the Loans or any
other amounts due hereunder shall have become due and payable pursuant to
Section 7 and although said obligations and liabilities, or any of them, may be
contingent or unmatured. Each of BCC and Company hereby further assigns, pledges
and grants to Agent and each Lender a security interest in all deposits and
accounts maintained with Agent or such Lender as security for the Obligations.

9.5      RATABLE SHARING.

         Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, fees and other
amounts then due and owing to that Lender hereunder or under the other Loan
Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is
greater than the proportion received by any other Lender in respect of the
Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (i) notify Agent and each other Lender of
the receipt of such payment and (ii) apply a portion of such payment to purchase
participations or other similar interests (which it shall be deemed to have
purchased from each seller of a participation or such other interest
simultaneously upon the receipt by such seller of its portion of such payment)
in the Aggregate Amounts Due to the other Lenders so that all such recoveries of
Aggregate Amounts Due shall be shared by all Lenders in proportion


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to the Aggregate Amounts Due to them; provided that if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Company or
otherwise, those purchases shall be rescinded and the purchase prices paid for
such participations or such other interests shall be returned to such purchasing
Lender ratably to the extent of such recovery, but without interest. Company
expressly consents to the foregoing arrangement and agrees that any holder of a
participation or such other interest so purchased may exercise any and all
rights of banker's lien, set-off or counterclaim with respect to any and all
monies owing by Company to that holder with respect thereto as fully as if that
holder were owed the amount of the participation or such other interest held by
that holder.

9.6      AMENDMENTS AND WAIVERS.

         No amendment, modification, termination or waiver of any provision of
this Agreement or of the Notes, and no consent to any departure by any Loan
Party therefrom, shall in any event be effective without the written concurrence
of Requisite Lenders; provided that any such amendment, modification,
termination, waiver or consent which: increases the amount of any of the
Commitments or reduces the principal amount of any of the Loans; changes in any
manner the definition of "Pro Rata Share" or the definition of "Supermajority
Lenders" or the definition of "Requisite Lenders" (it being understood that (i)
with the consent of Requisite Lenders, additional extensions of credit pursuant
to this Agreement may be included in the determination of "Requisite Lenders" on
substantially the same basis as the Term Loans, the Revolving Loan Commitments
and Revolving Loans are included on the Restatement Date and (ii) with the
consent of Supermajority Lenders, additional extensions of credit pursuant to
this Agreement may be included in the determination of "Supermajority Lenders"
on substantially the same basis as the Term Loans, the Revolving Loan
Commitments and the Revolving Loans are included on the Restatement Date);
changes in any manner any provision of this Agreement which, by its terms,
expressly requires the approval or concurrence of all Lenders; postpones the
scheduled final maturity date (but not the date of any scheduled installment of
principal or prepayment) of any of the Loans; postpones the date on which any
interest or any fees are payable; decreases the interest rate borne by any of
the Loans (other than any waiver of any increase in the interest rate applicable
to any of the Loans pursuant to subsection 2.2E) or the amount of any fees
payable hereunder; increases the maximum duration of Interest Periods permitted
hereunder; releases BCC from its obligations under the BCC Guaranty or releases
License Sub from its obligations under the License Sub Guaranty, in each case
other than in accordance with the terms of the Loan Documents; or changes in any
manner the provisions contained in subsection 7.1 or this subsection 9.6 shall
be effective only if evidenced by a writing signed by or on behalf of all
Lenders. In addition, (i) any amendment, modification, termination or waiver of
any of the provisions contained in Section 3 shall be effective only if
evidenced by a writing signed by or on behalf of Agent and Requisite Lenders,
(ii) no amendment, modification, termination or waiver of any provision of any
Note shall be effective without the written concurrence of the Lender which is
the holder of that Note, (iii) no amendment, modification, termination or waiver
of any provision of Section 8 or of any other provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of Agent shall be
effective without the written concurrence of Agent, (iv) no amendment,
modification, termination or waiver of any provision of this Agreement or the
Collateral Documents and no consent to any departure by any Loan Party therefrom
which has the effect of releasing any material portion of the Collateral (other
than as permitted in accordance with the express provisions of subsection 8.6 or
the Collateral


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<PAGE>



Documents) or changing any scheduled installment of principal, shall be
effective without the written concurrence of Supermajority Lenders; provided
that any amendment, modification, termination or waiver of any provision of
subsection 2.4 which has the effect of postponing or reducing the aggregate
scheduled installments of principal applicable to Tranche A Term Loans or
Tranche B Term Loans (each being a "CLASS") in a manner that is proportionately
greater than the corresponding postponement or reduction applicable to the other
Class shall not be effective without the written concurrence of the holders of
75% of each Class. Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective only
in the specific instance and for the specific purpose for which it was given.
No notice to or demand on Company in any case shall entitle Company to any other
or further notice or demand in similar or other circumstances. Any amendment,
modification, termination, waiver or consent effected in accordance with this
subsection 9.6 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by BCC and Company, on BCC and Company.
Notwithstanding anything herein to the contrary, if any Lender fails to fund
any Loan required to be funded by such Lender hereunder, the aggregate Tranche
A Term Loan Exposure, Tranche B Term Loan Exposure and Revolving Loan Exposure
of such Lender shall not be counted for purposes of determining "Requisite
Lenders" or "Supermajority Lenders" or the percentage of a Class required to
approve any amendment, modification, termination or waiver of any provision of
this Agreement.

9.7      INDEPENDENCE OF COVENANTS.

         All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

9.8      NOTICES.

         Unless otherwise specifically provided herein, 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 service and shall be deemed to have been given when delivered in
person or by courier service, upon receipt of telefacsimile or telex, 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 the purposes hereof, the address of each party hereto shall
be as set forth under such party's name on the signature pages hereof or (i) as
to BCC, Company and Agent, such other address as shall be designated by such
Person in a written notice delivered to the other parties hereto and (ii) as to
each other party, such other address as shall be designated by such party in a
written notice delivered to Agent.

9.9      SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

          A. All representations, warranties and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Loans
and the issuance of the Letters of Credit hereunder.

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<PAGE>




         B. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Company set forth in subsections 2.6D, 2.7, 9.2, 9.3
and 9.4 and the agreements of Lenders set forth in subsections 8.2C, 8.4 and 9.5
shall survive the payment of the Loans and the termination of this Agreement.

9.10     FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of Agent or any Lender in the exercise
of any power, right or privilege hereunder or under any other Loan Document
shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other power, right or privilege. All rights and remedies existing under
this Agreement and the other Loan Documents are cumulative to, and not exclusive
of, any rights or remedies otherwise available.

9.11     MARSHALLING; PAYMENTS SET ASIDE.

         Neither Agent nor any Lender shall be under any obligation to marshal
any assets in favor of Company or any other party or against or in payment of
any or all of the Obligations. To the extent that Company makes a payment or
payments to Agent or Lenders (or to Agent for the benefit of Lenders), or Agent
or Lenders enforce any security interests or exercise their rights of setoff,
and such payment or payments or the proceeds of such enforcement or setoff or
any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied, and all Liens, rights and
remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred.

9.12     SEVERABILITY.

         In case any provision in or obligation under this Agreement or the
Notes 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.

9.13     OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

         The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for any other
Lender to be joined as an additional party in any proceeding for such purpose.


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<PAGE>



9.14     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.

9.15     APPLICABLE LAW.

         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 SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.

9.16     SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders (it being understood that
Lenders' rights of assignment are subject to subsection 9.1). Neither Company's
rights or obligations hereunder nor any interest therein may be assigned or
delegated by Company without the prior written consent of all Lenders.

9.17     CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BCC OR COMPANY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, EACH OF BCC AND COMPANY, FOR ITSELF AND IN CONNECTION
WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO BCC OR COMPANY, AS APPLICABLE, AT ITS ADDRESS PROVIDED IN
ACCORDANCE WITH SUBSECTION 9.8; (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE
(III) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BCC OR COMPANY IN
ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND
BINDING SERVICE IN EVERY RESPECT; (V) AGREES THAT LENDERS RETAIN THE RIGHT TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST BCC OR COMPANY IN THE COURTS OF ANY OTHER JURISDICTION; AND (VI) AGREES
THAT THE PROVISIONS OF THIS SUBSECTION 9.17 RELATING TO JURISDICTION AND VENUE
SHALL BE BINDING AND ENFORCEABLE TO THE


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<PAGE>



FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1402 OR OTHERWISE.

9.18     WAIVER OF JURY TRIAL.

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS
BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP OR OTHER RELATIONSHIP THAT IS BEING ESTABLISHED.
The scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter
of this transaction, including contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. Each party hereto
acknowledges that this waiver is a material inducement to enter into a
business relationship, that each has already relied on this waiver in entering
into this Agreement, and that each will continue to rely on this waiver in
their related future dealings. Each party hereto further warrants and represents
that it has reviewed this waiver with its legal counsel and that it knowingly
and voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SUBSECTION 9.18 AND EXECUTED BY EACH OF THE PARTIES HERETO),
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO
ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the
event of litigation, this Agreement may be filed as a written consent to a
trial by the court.

9.19     CONFIDENTIALITY.

         Each Lender shall hold all non-public information obtained pursuant to
the requirements of this Agreement which has been identified as confidential by
Company in accordance with such Lender's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices, it being understood and agreed by Company that in any event a
Lender may make disclosures to Affiliates of such Lender or disclosures
reasonably required by any bona fide assignee, transferee or participant in
connection with the contemplated assignment or transfer by such Lender of any
Loans or any participations therein or disclosures required or requested by any
governmental agency or representative thereof or pursuant to legal process or
disclosures required by the National Association of Insurance Commissioners;
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify Company of any request by any governmental agency or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information; and provided, further, that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of its
Subsidiaries.


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<PAGE>



9.20     MAXIMUM AMOUNT.

         A. It is the intention of Company and Lenders to conform strictly to
the usury and similar laws relating to interest from time to time in force, and
all agreements between Company, Agent and Lenders, whether now existing or
hereafter arising and whether oral or written, are hereby expressly limited so
that in no contingency or event whatsoever, whether by acceleration of maturity
hereof or otherwise, shall the amount paid or agreed to be paid in the aggregate
to Lenders or to Agent on behalf of Lenders as interest hereunder or under the
other Loan Documents or in any other security agreement given to secure the
Obligations, or in any other document evidencing, securing or pertaining to the
indebtedness evidenced hereby or thereby, exceed the maximum amount permissible
under applicable usury or such other laws (the "MAXIMUM AMOUNT"). If under any
circumstances whatsoever fulfillment of any provision hereof, or of any of the
other Loan Documents, at the time performance of such provision shall be due,
shall involve exceeding the Maximum Amount, then, ipso facto, the obligation to
be fulfilled shall be reduced to the Maximum Amount. For the purposes of
calculating the actual amount of interest paid and/or payable hereunder in
respect of laws pertaining to usury or such other laws, all sums paid or agreed
to be paid to Lenders for the use, forbearance or detention of the indebtedness
of Company evidenced hereby, outstanding from time to time shall, to the extent
permitted by applicable law, be amortized, pro rated, allocated and spread from
the date of disbursement of the proceeds of the Loans until payment in full of
all of such indebtedness, so that the actual rate of interest on account of such
indebtedness is uniform throughout the term hereof. The terms and provisions of
this subsection shall control and supersede every other provision of all
agreements between Company, Agent and Lenders.

         B. If under any circumstances Lenders shall receive an amount which
would exceed the Maximum Amount, such amount shall be deemed a payment in
reduction of the principal amount of the Loans and shall be treated as a
voluntary prepayment under subsection 2.4B(i), and shall be so applied in
accordance with subsection 2.4B(iv) hereof, or if such amount exceeds the unpaid
balance of the Loans and any other indebtedness of Company in favor of Lenders,
the excess shall be deemed to have been a payment made by mistake and shall be
refunded to Company.

9.21     COUNTERPARTS; EFFECTIVENESS.

         This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Agreement shall become effective upon the execution of a
counterpart hereof by each of the parties hereto and receipt by Company and
Agent of written or telephonic notification of such execution and authorization
of delivery thereof.

                     [Remainder of page intentionally left blank]


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<PAGE>



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

                  COMPANY AND BCC:

                                    BENEDEK BROADCASTING CORPORATION,
                                    a Delaware corporation

                                    By:
                                       -------------------------------------
                                       Ronald L. Lindwall
                                       Senior Vice President - Finance,
                                       Chief Financial Officer and Treasurer

                                     BENEDEK COMMUNICATIONS CORPORATION,
                                     a Delaware corporation

                                     By:
                                        -----------------------------------
                                        Ronald L. Lindwall
                                        Senior Vice President - Finance,
                                        Chief Financial Officer and Treasurer

                                      Notice Address:

                                      Benedek Broadcasting Corporation
                                      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


                                   S-1














<PAGE>



                         AGENTS AND LENDERS:

                                        BANKERS TRUST COMPANY,
                                        individually and as Agent

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

                                        Notice Address:

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


                                   S-2














<PAGE>



                                 THE NORTHWESTERN MUTUAL LIFE
                                 INSURANCE COMPANY,
                                 as a Lender

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

                                 Notice Address:

                                 The Northwestern Mutual Life Insurance Company
                                 720 East Wisconsin Avenue
                                 Milwaukee, WI 53202
                                 Attention:        David Barras/Mark Boyle
                                 Telecopy:         (414) 299-7124



                                 S-3














<PAGE>





                                       PILGRIM AMERICA PRIME RATE
                                       TRUST,
                                       as a Lender

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

                                       Notice Address:

                                       Pilgrim America Prime Rate Trust
                                       Two Renaissance Square
                                       40 North Central Avenue, Suite 1200
                                       Phoenix, AZ  85004-3444
                                       Attention: Melina Dempsey/Bill Nutting
                                       Telecopy:          (602) 417-8321

                                       with a copy to:

                                       State Street BankLand Trust Company
                                       Alternative Structures Unit

                                       Boston, MA.
                                       Attention:  Wayne Elpin
                                       Ref:  Pilgrim America Prime Rate Trust
                                       Telecopy:  (617) 664-5366



                                    S-4














<PAGE>




                                          PRIME INCOME TRUST,
                                          as a Lender

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

                                          Notice Address:

                                          Dean Witter-Prime Income Trust
                                          2 World Trade Center, 72nd Floor
                                          New York, New York 10048
                                          Attention:        L. Pistecchia
                                          Telecopy:         (212) 392-5435


                                    S-5














<PAGE>



                       KZH HOLDING CORPORATION III
                       as a Lender

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

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

                            Notice Address:

                            Chancellor LGT Secured Management, Inc.
                            1166 Avenue of the Americas, 27th Floor
                            New York, New York 10036
                            Attention:          Stephen M. Alfieri
                            Telecopy:           (212) 278-9619


                                    S-6














<PAGE>




                                    SENIOR DEBT PORTFOLIO,
                                    as a Lender

                                    By:
                                        ------------------------------------
                                        Boston Management and Research
                                        as Investment Advisor

                                     Notice Address:

                                     24 Federal Street, 6th Floor
                                     Boston, MA 02110
                                     Attention:        Juliana Riley
                                     Telecopy:         (617) 348-0115


                                    S-7














<PAGE>





                                         MORGAN STANLEY SENIOR FUNDING, INC.
                                         as a Lender

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

                                         Notice Address:

                                         Morgan Stanley Senior Funding, Inc.
                                         1585 Broadway, 10th Floor
                                         New York, New York 10036
                                         Attention:        James Morgan
                                         Telecopy:         (212) 761-0592


                                    S-8














<PAGE>





                                          CANADIAN IMPERIAL BANK OF COMMERCE
                                          as a Lender

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

                                          Notice Address:

                                          Canadian Imperial Bank of Commerce
                                          425 Lexington Avenue
                                          New York, New York 10017
                                          Attention:        William Swenson
                                          Telecopy:         (212) 856-3799

                                          With a copy to:

                                          Canadian Imperial Bank of Commerce
                                          2 Paces West, Suite 1200
                                          2727 Paces Ferry Road
                                          Atlanta, GA 30339

                                          Attention:  Elayne Fudge
                                          Telecopy:   (770) 319-4955


                                      S-9














<PAGE>





                                         VAN KAMPEN CLO I, LIMITED
                                         as a Lender

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

                                         Notice Address:

                                         Van Kampen American Capital
                                         One Parkview Plaza
                                         Oakbrook Terrace, IL  60181
                                         Attention:        Jeffrey Maillet
                                         Telecopy:         (630) 684-6384, 6385


                                   S-10














<PAGE>





                                        VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                        INCOME TRUST
                                        as a Lender

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

                                        Notice Address:

                                        Van Kampen American Capital
                                        One Parkview Plaza
                                        Oakbrook Terrace, IL  60181
                                        Attention:        Bill Murphy
                                        Telecopy:         (630) 684-6470/6741



                                    S-11