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                                                                  EXHIBIT 10.16



                AMENDED AND RESTATED COLLATERAL ACCOUNT AGREEMENT

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

                             PRELIMINARY STATEMENTS

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

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

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














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

        E. As a condition precedent to the Existing Credit Agreement, Pledgor
executed and delivered that certain Collateral Account Agreement dated as of
June 6, 1996 (the "EXISTING COLLATERAL ACCOUNT AGREEMENT") in favor of CIBC, as
agent for and representative of Secured Parties (as defined in the Existing
Collateral Account Agreement).

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

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

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





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SECTION 1. CERTAIN DEFINITIONS.

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

               "COLLATERAL" means (i) the Collateral Account, (ii) all amounts
on deposit from time to time in the Collateral Account, (iii) all Investments,
including all securities (whether certificated or uncertificated), instruments,
accounts, general intangibles, and deposits representing any Investments, (iv)
all interest, dividends, cash, instruments, securities and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Collateral, and (v) to the extent not covered by
clauses (i) through (iv) above, all proceeds of any or all of the foregoing
Collateral.

               "COLLATERAL ACCOUNT" means the restricted deposit account
established and maintained by Agent pursuant to Section 2(a).

               "EVENT OF DEFAULT" means (i) an Event of Default (as defined
under the Credit Agreement) or (ii) the occurrence of an Early Termination Date
(as defined in a Master Agreement or an Interest Rate Swap Agreement or Interest
Rate and Currency Exchange Agreement in the form prepared by the International
Swap and Derivatives Association Inc. or a similar event under any similar swap
agreement) under any Lender Interest Rate Agreement.

               "INVESTMENTS" means those investments, if any, made by Agent
pursuant to Section 5.

               "PERMITTED INVESTMENTS" 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 60 days
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 & Poor's Ratings Group ("S&P") or Moody's
Investors Service, Inc. ("MOODY'S"); (iii) commercial paper maturing no more
than 60 days 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 60
days 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





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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.

               "SECURED OBLIGATIONS" means all obligations and liabilities of
every nature of Pledgor now or hereafter existing under or arising out of or in
connection with the Guaranty (and all extensions or renewals thereof) with
respect to the obligations of Company under the Amended Credit Agreement, the
Notes and the other Loan Documents and under the Lender Interest Rate Agreements
(but excluding Pledgor's obligations under the Guaranty with respect to the
obligations of Company under the Existing Senior Notes and Existing Senior Note
Indenture), whether for principal, interest (including interest that, but for
the filing of a petition in bankruptcy with respect to Company, would accrue on
such obligations whether or not a claim is allowed against Company for such
interest in the related bankruptcy proceeding), payments for early termination
of Lender Interest Rate Agreements, reimbursement of amounts drawn under Letters
of Credit, fees, expenses, indemnities or otherwise, whether voluntary or
involuntary, direct or indirect, absolute or contingent, liquidated or
unliquidated, whether or not jointly owed with others, and whether or not from
time to time decreased or extinguished and later increased, created or incurred,
and all or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from Agent or any Secured Party as a preference, fraudulent transfer
or otherwise, and all obligations of every nature of Pledgor now or hereafter
existing under this Agreement.

               SECTION 2.  ESTABLISHMENT AND OPERATION OF COLLATERAL ACCOUNT.

               (a) Agent is hereby authorized to establish and maintain at its
office at _____________________, as a blocked account in the name of Agent and,
except as provided in Section 2(b) hereof under the sole dominion and control of
Agent, a restricted deposit account designated as "Benedek Communications
Corporation Collateral Account".

               (b) So long as no Event of Default shall have occurred and be
continuing, Pledgor shall have free access to the Collateral Account and full
right of withdrawal thereunder and to direct the investment of amounts therein
in accordance with Section 6 hereof, subject at all times to the rules and
regulations of Agent and to all applicable laws.

               (c) All amounts at any time held in the Collateral Account shall
be beneficially owned by Pledgor but shall be held in the name of Agent
hereunder, for the benefit of Secured Parties, as collateral security for the
Secured Obligations upon the terms and conditions set forth herein. Upon the
occurrence and during the continuance of an Event of Default, Pledgor shall have
no right to withdraw, transfer or otherwise receive any funds deposited into the
Collateral Account.

               (d) Anything contained herein to the contrary notwithstanding,
the Collateral Account shall be subject to such applicable laws, and such
applicable regulations





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of the Board of Governors of the Federal Reserve System and of any other
appropriate banking or governmental authority, as may now or hereafter be in
effect.

SECTION 3.  DEPOSITS OF CASH COLLATERAL.

        In accordance with subsection 5.12 of the Credit Agreement, Pledgor
shall maintain all of its Cash and Cash Equivalents in the Collateral Account.
All deposits of funds in the Collateral Account shall be made by wire transfer
(or, if applicable, by intra-bank transfer from another account of Pledgor) of
immediately available funds, in each case addressed as follows:

               Account No.:
               ABA No.:
               Reference:
               Attention:

               SECTION 4. PLEDGE OF SECURITY FOR SECURED OBLIGATIONS. Pledgor
hereby pledges and assigns to Agent, and hereby grants to Agent a security
interest in, all of Pledgor's right, title and interest in and to the Collateral
as collateral security for the prompt payment or performance in full when due,
whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise (including the payment of amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code, 11 U.S.C. 'SS' 362(a)), of all Secured Obligations.

               SECTION 5.  INVESTMENT OF AMOUNTS IN THE COLLATERAL ACCOUNT.

        Cash held by Secured Party in the Collateral Account shall not be
invested or reinvested except as provided in this Section 5.

        (a) So long as no Event of Default or Potential Event of Default shall
have occurred and be continuing, any funds on deposit in the Collateral Account
shall be invested by Agent in its own name, in accordance with and upon receipt
by Agent from time to time of written instructions from Pledgor, in Permitted
Investments. Upon the occurrence and during the continuance of an Event of
Default or Potential Event of Default, Pledgor's right to instruct Agent with
respect to such investment or reinvestment shall terminate without further
notice to Pledgor.

        (b) Agent is hereby authorized to sell, and shall sell, all or any
designated part of the securities constituting part of the Collateral (i) so
long as no Event of Default or Potential Event of Default shall have occurred
and be continuing, upon receipt of written instructions from Pledgor or (ii) in
any event if such sale is necessary to permit Agent to perform its duties
hereunder. Agent shall have no responsibility for any loss resulting from a
fluctuation in interest rates or otherwise. Any interest received in respect of
securities





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constituting part of the Collateral and the net proceeds of the sale or payment
of any such securities shall be held in the Collateral Account by Secured Party
pending investment thereof pursuant to Section 5(a).

               SECTION 6. REPRESENTATIONS AND WARRANTIES. Pledgor represents and
warrants as follows:

               (a) Ownership of Collateral. Pledgor is (or at the time of
transfer thereof to Agent will be) the legal and beneficial owner of the
Collateral from time to time transferred by Pledgor to Agent, free and clear of
any Lien except for the security interest created by this Agreement and the BCC
Security Agreement.

               (b) Perfection. The pledge and assignment of the Collateral
pursuant to this Agreement creates a valid and perfected First Priority security
interest in the Collateral, securing the payment of the Secured Obligations.

               (c) Other Information. All information heretofore, herein or
hereafter supplied to Agent by or on behalf of Pledgor with respect to the
Collateral is accurate and complete in all respects.

SECTION 7.  FURTHER ASSURANCES.

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

SECTION 8.  TRANSFERS AND OTHER LIENS.

        Pledgor agrees that it will not (a) sell, assign (by operation of law or
otherwise) or otherwise dispose of any of the Collateral or (b) create or suffer
to exist any Lien upon or with respect to any of the Collateral, except for the
security interest under this Agreement and the BCC Security Agreement.





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SECTION 9.  AGENT APPOINTED ATTORNEY-IN-FACT.

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

        (a) to file one or more financing or continuation statements, or
amendments thereto, relative to all or any part of the Collateral without the
signature of Pledgor to the extent permitted by applicable law;

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

        (c) to receive, endorse and collect any instruments or other Investments
made payable to Pledgor representing any dividend, principal or interest payment
or other distribution in respect of the Collateral or any part thereof and to
give full discharge for the same.

SECTION 10.  AGENT MAY PERFORM.

        If Pledgor fails to perform any agreement contained herein, Agent may
itself perform, or cause performance of, such agreement, and the expenses of
Agent incurred in connection therewith shall be payable by Pledgor under Section
14.

SECTION 11.  STANDARD OF CARE.

        (a) The powers conferred on Agent hereunder are solely to protect its
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Except for the exercise of reasonable care in the custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, Agent shall have no duty as to any Collateral, it being understood
that Agent shall have no responsibility for (i) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relating to any Collateral, whether or not Agent has or is deemed to
have knowledge of such matters, (ii) taking any necessary steps (other than
steps taken in accordance with the standard of care set forth above to maintain
possession of the Collateral) to preserve rights against any parties with
respect to any Collateral, (iii) taking any necessary steps to collect or
realize upon the Secured Obligations or any guarantee therefor, or any part
thereof, or any of the Collateral, (iv) initiating any action to protect





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the Collateral against the possibility of a decline in market value, (v) any
loss resulting from Investments made, held or sold pursuant to Section 5, except
for a loss resulting from Agent's gross negligence or willful misconduct in
complying with Section 5, or (vi) determining (1) the correctness of any
statement or calculation made by Pledgor in any written or telex (tested or
otherwise) instructions or (2) whether any deposit in the Collateral Account is
proper. Agent shall be deemed to have exercised reasonable care in the custody
and preservation of Collateral in its possession if such Collateral is accorded
treatment substantially equal to that which Agent accords its own property of
like kind.

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

        (c) NO CLAIM MAY BE MADE BY PLEDGOR AGAINST AGENT, ANY SECURED PARTY OR
THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS OR AGENTS
FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN RESPECT OF ANY BREACH OR
WRONGFUL CONDUCT (WHETHER THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR DUTY
IMPOSED BY LAW) IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RELATED TO THE
TRANSACTIONS CONTEMPLATED AND RELATIONSHIP ESTABLISHED BY THIS AGREEMENT, OR ANY
ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND PLEDGOR HEREBY
WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY SUCH CLAIM FOR ANY SUCH DAMAGES,
WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS
FAVOR.

SECTION 12. REMEDIES.

        (a) If an Event of Default shall have occurred and be continuing, Agent
may (i) sell any of the Collateral, (ii) transfer any or all of the Collateral
to an account established in the name of Agent (whether at Agent or otherwise),
or (iii) register title to any Collateral in the name of Agent or one of its
nominees or agents, without reference to any interest of Pledgor.

        (b) If an Event of Default shall have occurred and be continuing, Agent
may exercise in respect of the Collateral, in addition to all other rights and
remedies otherwise available to it, all the rights and remedies of a secured
party on default under the Uniform





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Commercial Code as in effect in any relevant jurisdiction (the "CODE") (whether
or not the Code applies to the affected Collateral), and Agent may also in its
sole discretion, without notice except as specified below, sell the Collateral
or any part thereof in one or more parcels at public or private sale, at any
exchange or broker's board or at any of Agent's offices or elsewhere, for cash,
on credit or for future delivery, at such time or times and at such price or
prices and upon such other terms as Agent may deem commercially reasonable,
irrespective of the impact of any such sales on the market price of the
Collateral. Agent or any Secured Party may be the purchaser of any or all of the
Collateral at any such sale and Agent, as agent for and representative of
Secured Parties (but not any Secured Party or Secured Parties in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing), shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Secured Obligations as a
credit on account of the purchase price for any Collateral payable by Agent at
such sale. Each purchaser at any such sale shall hold the property sold
absolutely free from any claim or right on the part of Pledgor, and Pledgor
hereby waives (to the extent permitted by applicable law) all rights of
redemption, stay and/or appraisal which it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter enacted.
Pledgor hereby agrees that the Collateral is of a type customarily sold on
recognized markets and, accordingly, that no notice to any Person is required
prior to any sale of any of the Collateral pursuant to the terms of this
Agreement; provided that, without prejudice to the foregoing, Pledgor agrees
that, to the extent notice of any such sale shall be required by law, at least
ten days' notice to Pledgor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable
notification. Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.

        (c) Notwithstanding anything to the contrary set forth herein, Agent, on
behalf of Secured Parties, agrees that to the extent prior FCC approval is
required pursuant to the Communications Act for (i) the operation and
effectiveness of any grant, right or remedy hereunder or under the other Loan
Documents or (ii) taking any action that may be taken by Agent hereunder or
under the other Loan Documents, such grant, right, remedy or action will be
subject to such prior FCC approval having been obtained by or in favor of Agent,
on behalf of Secured Parties (and Pledgor will use its best efforts to obtain
any such approval as promptly as possible). Pledgor agrees that, upon the
occurrence and during the continuation of an Event of Default and at Agent's
request, Pledgor will, and will cause its Subsidiaries to, immediately file, or
cause to be filed, such applications for approval and shall take all other
further actions required by Agent to obtain such Governmental Authorizations as
are necessary to transfer ownership and control to Agent on behalf of Secured
Parties, or their successors or assigns, of the FCC Licenses held by it or its
Subsidiaries, or its interest in any Person holding any such FCC License. To
enforce the provisions of this Section 12(c), Agent is empowered to request the
appointment of a receiver from any court





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of competent jurisdiction. Such receiver shall be instructed to seek from the
FCC an involuntary transfer of control of any FCC License for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred.
Pledgor hereby agrees to authorize, and to cause each of its Subsidiaries to
authorize, such an involuntary transfer of control upon the request of the
receiver so appointed, and, if Pledgor shall refuse to authorize or cause any of
its Subsidiaries so to authorize the transfer, its approval may be required by
the court. Upon the occurrence and during the continuation of an Event of
Default, Pledgor shall further use its best efforts to assist in obtaining
approval of the FCC, if required, for any action or transactions contemplated by
this Agreement or the other Loan Documents, including, without limitation,
preparation, execution and filing with the FCC of the assignor's or transferor's
portion of any application or applications for consent to the assignment of any
FCC License or transfer of control necessary or appropriate under FCC
Regulations for approval of the transfer or assignment of any portion of the
Collateral, together with any FCC License or other authorization. Pledgor
acknowledges that the assignment or transfer of FCC Licenses is integral to the
Secured Parties' realization of value for the Collateral, that there is no
adequate remedy at law for failure by Pledgor to comply with the provisions of
this Section 12(c) and that such failure would not be adequately compensable in
damages, and therefore agrees that the agreements contained in this Section
12(c) may be specifically enforced.

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

SECTION 13.  APPLICATION OF PROCEEDS.

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

SECTION 14.  INDEMNITY AND EXPENSES.

        (a) Pledgor agrees to indemnify Agent and each Secured Party from and
against any and all claims, losses and liabilities in any way relating to,
growing out of or resulting from this Agreement and the transactions
contemplated hereby (including, without limitation, enforcement of this
Agreement), except to the extent such claims, losses or





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liabilities result from Agent's or such Secured Party's gross negligence or
willful misconduct as finally determined by a court of competent jurisdiction.

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

        (c) The obligations of Pledgor under this Section 14 shall survive the
termination of this Agreement and the discharge of Pledgor's other obligations
under this Agreement.

SECTION 15.  CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

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

SECTION 16.  AGENT.

        (a) Agent has been appointed to act as Agent hereunder by Lenders under
the Amended Credit Agreement. The Interest Rate Exchangers, by their acceptance
of the benefits hereunder, hereby appoint Agent to act as Agent hereunder in
accordance with the provisions of Section 8 of the Amended Credit Agreement,
including without limitation, the provisions of subsection 8.2 of the Amended
Credit Agreement, and the Interest Rate





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Exchangers further hereby agree to indemnify Agent on a ratable basis in
accordance with subsection 8.4 of the Amended Credit Agreement. Agent shall be
obligated, and shall have the right hereunder, to make demands, to give notices,
to exercise or refrain from exercising any rights, and to take or refrain from
taking any action, solely in accordance with this Agreement and the Amended
Credit Agreement.

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

SECTION 17.  AMENDMENTS; ETC.

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

SECTION 18.  NOTICES.

        Any notice or other communication herein required or permitted to be
given shall be in writing and may be personally served, telexed or sent by
telefacsimile or United States mail or courier and shall be deemed to have been
given when delivered in person or by courier service, upon receipt of
telefacsimile or telex (with received answerback), or three Business Days after
depositing it in the United States mail with postage prepaid and





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properly addressed; provided that notices to Agent shall not be effective until
received. For purposes hereof the address of each party shall be as set forth
under such party's name on the signature pages hereof or of the Amended Credit
Agreement or such other address as shall be designated by such party in a
written notice delivered to the other party hereto.

SECTION 19.  SEVERABILITY.

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

SECTION 20.  HEADINGS.

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

SECTION 21.  GOVERNING LAW; TERMS.

        THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE EXTENT THAT THE CODE PROVIDES
THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER,
IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. Unless otherwise defined herein
or in the Amended Credit Agreement, terms used in Articles 8 and 9 of the
Uniform Commercial Code in the State of New York are used herein as therein
defined.

SECTION 22.  COUNTERPARTS.

        This Agreement may be executed in one or more counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and





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<PAGE>



attached to a single counterpart so that all signature pages are physically
attached to the same document.

                  [Remainder of page intentionally left blank]





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

                                            BENEDEK COMMUNICATIONS

                                              CORPORATION

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

                                            Notice Address:

                                            c/o 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





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                                            BANKERS TRUST COMPANY,
                                            as Agent

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

                                            Notice Address:

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





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