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                                                                    Exhibit 10.2



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                       GUARANTEE AND COLLATERAL AGREEMENT

                                    made by

                              LIN HOLDINGS CORP.,

                            LIN ACQUISITION COMPANY,

                         LIN TELEVISION CORPORATION and

                          certain of its Subsidiaries,

                                  in favor of

                           THE CHASE MANHATTAN BANK,

                            as Administrative Agent


                           Dated as of March 3, 1998

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                 GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 3,1998,
made by each of the signatories hereto listed on Schedule 7 attached hereto
(together with any other entity that may become a party hereto as provided
herein, the "Grantors"), in favor of THE CHASE MANHATTAN BANK, as
Administrative Agent (in such capacity, the "Administrative Agent") for the
banks and other Financial institutions or entities (the "Lenders") from time to
time parties to the Credit Agreement, dated as of March 3, 1998 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among LIN HOLDINGS CORP., a Delaware corporation ("Holdings"), LIN TELEVISION
CORPORATION, a Delaware corporation (the "Borrower"), the Lenders, the
Administrative Agent, The Bank of New York, as syndication agent (in such
capacity, the "Syndication Agent"), and National Westminster Bank Plc, as
documentation agent (in such capacity, the "Documentation Agent").

                              W I T N E S S E T H:

                 WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make extensions of credit to the Borrower upon the terms
and subject to the conditions set forth therein;

                 WHEREAS, the Borrower is a member of an affiliated group of
companies that includes each other Grantor;

                 WHEREAS, the Borrower and the other Grantors are engaged in
related businesses, and each Grantor will derive substantial direct and
indirect benefit from the making of the extensions of credit under the Credit
Agreement; and

                 WHEREAS, it is a condition precedent to the obligation of the
Lenders to make their respective extensions of credit to the Borrower under the
Credit Agreement that the Grantors shall have executed and delivered this
Agreement to the Administrative Agent for the ratable benefit of the Secured
Parties;

                 NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the
Borrower thereunder, each Grantor hereby agrees with the Administrative Agent
for the ratable benefit of the Secured Parties, as follows:
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                           SECTION 1.  DEFINED TERMS

                 1.1      Definitions.  (a) Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement, and the following terms which are
defined in the Uniform Commercial Code in effect in the State of New York on
the date hereof are used herein as so defined: Accounts, Chattel Paper,
Documents, Equipment, Farm Products, Instruments and Inventory.

                 (b)      The following terms shall have the following
meanings:

                 "Agreement": this Guarantee and Collateral Agreement, as the
same may be amended, supplemented or otherwise modified from time to time.

                 "Borrower Obligations": the collective reference to the unpaid
principal of and interest on (including, without limitation, interest accruing
after the maturity of the Loans and Reimbursement Obligations and interest
accruing after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Loans, the Reimbursement Obligations and all other
obligations and liabilities of the Borrower to the Administrative Agent, the
Swingline Lender, the Issuing Lender or to any Lender (or, in the case of
Interest Rate Protection Agreements, any affiliate of any Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, the Credit Agreement, any Notes, any other Loan Documents, the Letters of
Credit, any Interest Rate Protection Agreement entered into with any Lender (or
any affiliate of any Lender) or any other document rn~de, delivered or given in
connection therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including, without limitation,
all fees, charges and disbursements of counsel to the Administrative Agent, to
the Swingline Lender, to the Issuing Lender or to any Lender that are required
to be paid by the Borrower pursuant to the Credit Agreement) or otherwise.

                 "Code": the Uniform Commercial Code as from time to time in
effect in the State of New York.

                 "Collateral": as defined in Section 3.

                 "Collateral Account": any collateral account established by
the Administrative Agent as provided in Section 6.1 or 6.4.





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                 "Commodity Account": an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.

                 "Commodity Contract": a commodity futures contract, an option
on a commodity futures contract, a commodity option or any other contract that,
in each case, is (a) traded on or subject to the rules of a board of trade that
has been designated as a contract market for such a contract pursuant to the
federal commodities laws or (b) traded on a foreign commodity board of trade,
exchange or market, and is carried on the books of a Commodity Intermediary for
a Commodity Customer.

                 "Commodity Customer": a person for whom a Commodity
Intermediary carries a Commodity Contract on its books.

                 "Commodity Intermediary": (a) a person who is registered as a
futures commission merchant under the federal commodities laws or (b) a person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.

                 "Communications Act": the Communications Act of 1934, as
amended.

                 "Copyrights": (i) all copyrights, in the United States or any
other country, whether registered or unregistered, or published or unpublished
(including, without limitation, those listed in Schedule 6), all registrations
and recordings thereof, and all applications in connection therewith,
including, without limitation, all registrations, recordings and applications
in the United States Copyright Office, and (ii) the right to obtain all
renewals thereof.

                 "Copyright Licenses": any written agreement naming any Grantor
as licensor or licensee (including, without limitation, those listed in
Schedule 6), granting any right under any Copyright, including, without
limitation, the grant of rights to manufacture, distribute, exploit and sell
materials derived from any Copyright.

                 "Entitlement Holder": a person identified in the records of a
Securities Intermediary as the person having a Security Entitlement against the
Securities Intermediary.  If a person acquires a Security Entitlement by virtue
of Section 8-50 1 (b)(2) or (3) of the Uniform Commercial Code, such person is
the Entitlement Holder.

                 "Financial Asset": (a) a Security, (b) an obligation of a
person or a share, participation or other interest in a person or in property
or an enterprise of a person, which





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is, or is of a type, dealt with in or traded on financial markets, or which is
recognized in any area in which it is issued or dealt in as a medium for
investment or (c) any property that is held by a Securities Intermediary for
another person in a Securities Account if the Securities Intermediary has
expressly agreed with the other person that the property is to be treated as a
Financial Asset under Article 8 of the Uniform Commercial Code.  As the context
requires, the term Financial Asset shall mean either the interest itself or the
means by which a person's claim to it is evidenced, including a certificated or
uncertificated Security, a certificate representing a Security or a Security
Entitlement.

                 "Fixtures": all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.

                 "General Intangibles": all "general intangibles" as such term
is defined in Section 9-106 of the Uniform Commercial Code in effect in the
State of New York on the date hereof and, in any event, including, without
limitation, with respect to any Grantor, all contracts, agreements, limited
partnership interests, limited liability company interests, instruments and
indentures in any form, and portions thereof, to which such Grantor is a party
or under which such Grantor has any right, title or interest or to which such
Grantor or any property of such Grantor is subject, as the same may from time
to time be amended, supplemented or other-wise modified, including, without
limitation, (i) all rights of such Grantor to receive moneys due and to become
due to it thereunder or in connection therewith, (ii) all rights of such
Grantor to damages arising thereunder and (iii) all rights of such Grantor to
perform and to exercise all remedies thereunder, in each case to the extent the
grant by such Grantor of a security interest pursuant to this Agreement in its
right, title and interest in such contract, agreement, instrument or indenture
is not prohibited by such contract, agreement, instrument or indenture without
the consent of any other party thereto, would not give any other party to such
contract, agreement, instrument or indenture the right to terminate its
obligations thereunder, or is permitted with consent if all necessary consents
to such grant of a security interest have been obtained from the other parties
thereto (it being understood that the foregoing shall not be deemed to obligate
such Grantor to obtain such consents), provide that the foregoing limitation
shall not affect, limit, restrict or impair the grant by such Grantor of a
security interest pursuant to this Agreement in any Receivable or any money or
other amounts due or to become due under any such contract, agreement,
instrument or indenture.

                 "Guarantor Obligations": with respect to any Guarantor, the
collective reference to (1) the Borrower Obligations and (ii) all obligations
and liabilities of such Guarantor which may arise under or in connection with
this Agreement, or any other Loan





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Document to which such Guarantor is a party, in each case whether on account of
guarantee obligations, reimbursement obligations, fees, indemnities, costs,
expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Administrative Agent or to the Secured Parties
that are required to be paid by such Guarantor pursuant to the terms of this
Agreement or any other Loan Document).

                 "Guarantors": the collective reference to each Grantor other
than the Borrower.

                 "Intellectual Property": the collective reference to the
Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks and the Trademark Licenses.

                 "Investment Property": all Securities (whether certificated or
uncertificated), Security Entitlements, Securities Accounts, Commodity
Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter
acquired by any Grantor.

                 "Issuers": the collective reference to each issuer of a
Pledged Security.

                 "License": any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party,
including those listed on Schedule 6 (other than those license agreements in
existence on the date hereof and listed on Schedule 6 and those license
agreements entered into after the date hereof, which by their terms prohibit
assignment or a grant of a security interest by such Grantor as licensee
thereunder, including as provided by Section 8.17 hereof).

                 "Obligations": (i) in the case of the Borrower, the Borrower
Obligations, and (ii) in the case of each Guarantor, its Guarantor Obligations.

                 "Patents": (i) all letters patent of the United States or any
other country and all reissues and extensions thereof, including, without
limitation, any of the foregoing referred to in Schedule 6, (ii) all
applications for letters patent of the United States or any other country and
all divisions, continuations and continuations-in-part thereof, including,
without limitation, any of the foregoing referred to in Schedule 6, and (iii)
all rights to obtain any reissues or extensions of the foregoing.

                 "Patent License": all agreements, whether written or oral,
providing for the grant by or to any Grantor of any right to manufacture, use
or sell any invention covered in





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whole or in part by a Patent, including, without limitation, any of the
foregoing referred to in Schedule 6.

                 "Pledged Debt Securities": (i) the debt securities listed
opposite the name of the Pledgor on Schedule 2 hereto, (ii) any debt securities
in the future issued to the Pledgor and (iii) the promissory notes and any
other instruments evidencing such debt securities.

                 "Pledged Securities": the collective reference to the Pledged
Debt Securities and the Pledged Stock.

                 " Pledged Stock": the shares of Capital Stock listed on
Schedule 2, together with any other shares, stock certificates, options or
rights of any nature whatsoever in respect of the Capital Stock of any Person
that may be issued or granted to, or held by, any Grantor while this Agreement
is in effect.

                 "Proceeds": all "proceeds" as such term is defined in Section
9-306(l) of the Uniform Commercial Code in effect in the State of New York on
the date hereof and, in any event, shall include, without limitation, all
dividends or other income from the Pledged Securities, collections thereon or
distributions or payments with respect thereto.

                 "Receivable": any right to payment for goods sold or leased or
for services rendered, whether or not such right is evidenced by an Instrument
or Chattel Paper and whether or not it has been earned by performance
(including, without limitation, any Account).

                 "Secured Parties": (a) the Lenders, (b) the Administrative
Agent, (c) the Syndication Agent, (d) the Documentation Agent, (e) the Issuing
Lender, (f) each counterparty to an Interest Rate Protection Agreement entered
into with the Borrower if such counterparty was a Lender at the time the
Interest Rate Protection Agreement was entered into, (g) the beneficiaries of
each indemnification obligation undertaken by any Grantor under any Loan
Document and (h) the successors and assigns of each of the foregoing.

                 "Securities": any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of
shares, participations, interests or obligations and (c)(i) are, or are of a
type, dealt with or trade on securities exchanges or securities markets or (ii)
are a medium for investment and by their





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terms expressly provide that they are a security governed by Article 8 of the
Uniform Commercial Code.

                 "Securities Account": an account to which a Financial Asset is
or may be credited in accordance with an agreement under which the person
maintaining the account undertakes to treat the person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

                 "Securities Act": the Securities Act of 1933, as amended.

                 "Security Entitlements": the rights and property interests of
an Entitlement Holder with respect to a Financial Asset.

                 "Security Intermediary": (a) a clearing corporation or (b) a
person, including a bank or broker, that 'in the ordinary course of its
business maintains securities accounts for others and is acting in that
capacity.

                 "Trademark License": any agreement, whether written or oral,
providing for the grant by or to any Grantor of any right to use any Trademark,
including, without limitation, any of the foregoing referred to in Schedule 6.

                 "Trademarks": (i) all trademarks, trade names, corporate
names, company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and all goodwill
associated therewith, now existing or hereafter adopted or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other
country or any political subdivision thereof, or otherwise, and all common-law
rights related thereto, including, without limitation, any of the foregoing
referred to in Schedule 6 and (ii) the right to obtain all renewals thereof.

                 "Undelivered Instruments": as defined in Section 4.8.

                 1.2      Other Definitional Provisions.  (a) The words
"hereof," "herein", "hereto" and "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section and Schedule references are
to this Agreement unless otherwise specified.





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                 (b)      The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                 (c)      Where the context requires, terms relating to the
Collateral or any part thereof, when used in relation to a Grantor, shall refer
to such Grantor's Collateral or the relevant part thereof.

                 (d)      For the purposes of this Agreement, each reference to
Collateral or to any relevant type or item of Property constituting Collateral
shall be deemed to exclude any Station License.

                             SECTION 2.  GUARANTEE

                 2.1      Guarantee.  (a) Each of the Guarantors hereby,
jointly and severally, unconditionally irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Secured Parties and their
respective successors, endorsees, transferees and assigns, the prompt and
complete payment and performance by the Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations.

                 (b)      Anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Loan Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating
to the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).

                 (c)      Each Guarantor agrees that the Borrower Obligations
may at any time and from time to time exceed the amount of the liability of
such Guarantor hereunder without impairing the guarantee contained in this
Section 2 or affecting the rights and remedies of the Administrative Agent or
any Secured Party hereunder.

                 (d)      The guarantee contained in this Section 2 shall
remain in full force and effect until all the Borrower Obligations and the
obligations of each Guarantor under the guarantee contained in this Section
shall have been satisfied by payment in full, no Letter of Credit shall be
outstanding and the Commitments shall be terminated, notwithstanding that from
time to time during the term of the Credit Agreement the Borrower may be free
from any Borrower Obligations.

                 (e)      No payment made by the Borrower, any of the
Guarantors, any other guarantor or any other Person or received or collected by
the Administrative Agent or any





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Secured Party from the Borrower, any of the Guarantors, any other guarantor or
any other Person by virtue of any action or proceeding or any set-off or
appropriation or application at any time or from time to time in reduction of
or in payment of the Borrower Obligations shall be deemed to modify, reduce,
release or other-wise affect the liability of any Guarantor hereunder which
shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of the Borrower Obligations or any payment received or
collected from such Guarantor in respect of the Borrower Obligations), remain
liable for the Borrower Obligations up to the maximum liability of such
Guarantor hereunder until, subject to Section 2.6, the Borrower Obligations are
paid in full, no Letter of Credit shall be outstanding and the Commitments are
terminated.

                 2.2      Right of Contribution.  Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek
and receive contribution from and against any other Guarantor hereunder which
has not paid its proportionate share of such payment. Each Guarantor's right of
contribution shall be subject to the terms and conditions of Section 2.3.  The
provisions of this Section 2.2 shall in no respect limit the obligations and
liabilities of any Guarantor to the Administrative Agent and the Secured
Parties, and each Guarantor shall remain liable to the Administrative Agent and
the Secured Parties for the full amount guaranteed by such Guarantor hereunder.

                 2.3      No Subrogation.  Notwithstanding any payment made by
any Guarantor hereunder or any set-off or application of funds of any Guarantor
by the Administrative Agent or any Secured Party, no Guarantor shall be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Security Party against the Borrower or any other Guarantor or any
collateral security or guarantee or right of offset held by the Administrative
Agent or any Secured Party for the payment of the Borrower Obligations, nor
shall any Guarantor seek or be entitled to seek any contribution or
reimbursement from the Borrower or any other Guarantor in respect of payments
made by such Guarantor hereunder until all amounts owing to the Administrative
Agent and the Secured Parties by the Borrower on account of the Borrower
Obligations are paid in full, no Letter of Credit shall be outstanding and the
Commitments are terminated.  If any amount shall be paid to any Guarantor on
account of such subrogation rights at any time when all of the Borrower
Obligations shall not have been paid in full, such amount shall be held by such
Guarantor in trust for the Administrative Agent and the Secured Parties,
segregated from other funds of such Guarantor, and shall, forthwith upon
receipt by such Guarantor, be turned over to the Administrative Agent in the
exact form received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Borrower
Obligations, whether matured or unmatured, in accordance with the Credit
Agreement.





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                 2.4      Amendments, etc. with respect to the Borrower
Obligations.  Each Guarantor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against any Guarantor and without
notice to or further assent by any Guarantor, any demand for payment of any of
the Borrower Obligations made by the Administrative Agent or any Secured Party
may be rescinded by the Administrative Agent or such Secured Party and any of
the Borrower Obligations continued, and the Borrower Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, 'in whole or in part be renewed, extended, amended,
modified, accelerated, compromised, waived, surrendered or released by the
Administrative Agent or any Secured Party, and the Credit Agreement and the
other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent (or appropriate Secured Parties,
as the case may be, in accordance with the Credit Agreement) may deem advisable
from time to time, and any collateral security, guarantee or right of offset at
any time held by the Administrative Agent or any Secured Party for the payment
of the Borrower Obligations may be sold, exchanged, waived, surrendered or
released in accordance with the terms of the Credit Agreement.  Neither the
Administrative Agent nor any Secured Party shall have any obligation to
protect, secure, perfect or insure any Lien at any time held by it as security
for the Borrower Obligations or for the guarantee contained in this Section 2
or any property subject thereto.

                 2.5      Guarantee Absolute and Unconditional.  Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Borrower Obligations and notice of or proof of reliance by the
Administrative Agent or any Secured Party upon the guarantee contained in this
Section 2 or acceptance of the guarantee contained in this Section 2; the
Borrower Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guarantee contained in this Section 2; and all dealings
between the Borrower and any of the Guarantors, on the one hand, and the
Administrative Agent and the Secured Parties, on the other hand, likewise shall
be conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 2.  Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or any of the Guarantors with respect to the Borrower
Obligations.  Each Guarantor understands and agrees that the guarantee
contained in this Section 2 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or
enforceability of the Credit Agreement, any other Loan Document, any of the
Borrower Obligations or any other collateral security therefor or guarantee or
right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Secured Party, (b) any defense, set-off or





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counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against
the Administrative Agent or any Secured Party, other than payment in full of
the Borrower Obligations (except as set forth elsewhere in this Agreement), or
(c) any other circumstance whatsoever (with or without notice to or knowledge
of the Borrower or such Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower for the Borrower
Obligations, or of such Guarantor under the guarantee contained in this Section
2, in bankruptcy or in any other instance (other than a defense of payment or
performance). When making any demand hereunder or otherwise pursuing its rights
and remedies hereunder against any Guarantor, the Administrative Agent or any
Secured Party may, but shall be under no obligation to, make a similar demand
on or otherwise pursue such rights and remedies as it may have against the
Borrower, any other Guarantor or any other Person or against any collateral
security or guarantee for the Borrower Obligations or any right of offset with
respect thereto, and any failure by the Administrative Agent or any Secured
Party to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Borrower, any other Guarantor or any other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower, any other Guarantor or
any other Person or any such collateral security, guarantee or right of offset,
shall not relieve any Guarantor of any obligation or liability hereunder, and
shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Secured Party
against any Guarantor.  For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

                 2.6      Reinstatement.  The guarantee contained in this
Section 2 shall continue to be effective, or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any of the Borrower Obligations
is rescinded or must otherwise be restored or returned by the Administrative
Agent or any Secured Party upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

                 2.7      Payments.  Each Guarantor hereby guarantees that
payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim 'in Dollars at the office of the Administrative Agent located at
270 Park Avenue, New York, New York 10017.





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                     SECTION 3.  GRANT OF SECURITY INTEREST

                 Subject to Section 8.17 hereof each Grantor hereby assigns and
transfers to the Administrative Agent, and hereby grants to the Administrative
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of the following property now owned or at
any time hereafter acquired by such Grantor or in which such Grantor now has or
at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"), as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor's Obligations:

                 (a)      all Accounts;

                 (b)      all cash and cash accounts;

                 (c)      all Chattel Paper;

                 (d)      all Documents;

                 (e)      all Equipment;

                 (f)      all Fixtures

                 (g)      all General Intangibles;

                 (h)      all Instruments;

                 (i)      all Intellectual Property;

                 (j)      all Inventory;

                 (k)      all Investment Property;

                 (l)      all Pledged Securities;

                 (m)      all books and records pertaining to the Collateral;

                 (n)      all Undelivered Instruments; and





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                 (o)      to the extent not otherwise included, all Proceeds
and products of any and all of the foregoing and all collateral security and
guarantees given by any Person with respect to any of the foregoing.

                 "Collateral" shall not include, with respect to any Grantor,
any General Intangible, Intellectual Property or Investment Property to the
extent the grant by such Grantor of a security interest pursuant to this
Agreement in its rights under such General Intangible, Intellectual Property or
Investment Property, as the case may be, is prohibited or restricted by such
General Intangible, Intellectual Property or Investment Property, as the case
may be, and the consent of applicable Persons has not been obtained, provided
that the foregoing limitation shall not affect, limit, restrict or impair the
grant by such Grantor of a security interest pursuant to this Agreement in any
Account or any money or other amounts due or to become due under any such
General Intangible, Intellectual Property or Investment Property, as the case
may be, to the extent provided in Section 9-318 of the Code as in effect on the
date hereof

                   SECTION 4.  REPRESENTATIONS AND WARRANTIES

                 To induce the Administrative Agent and the Secured Parties to
enter into the Credit Agreement and to induce the Secured Parties to make their
respective extensions of credit to the Borrower thereunder, each Grantor hereby
represents and warrants to the Administrative Agent and each Secured Party
that:

                 4.1      Representations in Credit Agreement.  In the case of
each Guarantor, the representations and warranties set forth in Section 4 of
the Credit Agreement as they relate to such Guarantor or to the Loan Documents
or Transaction Documents to which such Guarantor is a party, each of which is
hereby incorporated herein by reference, are true and correct, and the
Administrative Agent and each Secured Party shall be entitled to rely on each
of them as if they were fully set forth herein, provided that each reference in
each such representation and warranty to the Borrower's knowledge shall, for
the purposes of this Section 4.1, be deemed to be reference to each Guarantor's
knowledge.

                 4.2      Title, No Other Liens.  Except for the security
interest granted to the Administrative Agent for the ratable benefit of the
Secured Parties pursuant to this Agreement and the other Liens expressly
permitted to exist on the Collateral by the Credit Agreement, such Grantor owns
each item of the Collateral free and clear of any and all Liens or claims of
others.  No financing statement or other public notice with respect to all or
any part of the Collateral is on file or of record in any public office, except
such as have been





                                       13
<PAGE>   15



filed in favor of the Administrative Agent, for the ratable benefit of the
Secured Parties, pursuant to this Agreement or as are expressly permitted by
the Credit Agreement.

                 4.3      Perfected First Priority Liens.  The security
interests granted pursuant to this Agreement (a) that are capable of perfection
pursuant to the Code upon completion of the filings and other actions specified
on Schedule 3 (which, in the case of all filings and other documents referred
to on said Schedule, have been delivered to the Administrative Agent in
completed and duly executed form) will constitute valid perfected security
interests in all of the Collateral in favor of the Administrative Agent, for
the ratable benefit of the Secured Parties, as collateral security for such
Grantor's Obligations, enforceable in accordance with the terms hereof against
all creditors of such Grantor and any Persons purporting to purchase any
Collateral from such Grantor and (b) are prior to all other Liens on the
Collateral in existence on the date hereof except for Liens expressly permitted
by the Credit Agreement.

                 4.4      Chief Executive Office.  On the date hereof, such
Grantor's jurisdiction of organization and the location of such Grantor's chief
executive office is specified on Schedule 4.

                 4.5      Inventory and Equipment.  On the date hereof, the
Inventory and the Equipment (other than mobile goods) are kept at the locations
listed on Schedule 5.

                 4.6      Farm Products.  None of the Collateral constitutes,
or is the Proceeds of, Farm Products.

                 4.7      Pledged Securities.  (a) The shares of Pledged Stock
pledged by such Grantor hereunder and delivered to the Administrative Agent on
the Closing Date constitute all the issued and outstanding shares of all
classes of the Capital Stock of each Issuer.

                 (b)      All the shares of the Pledged Stock have been duly
and validly issued and are fully paid and nonassessable.

                 (c)      The Pledged Debt Securities pledged by such Grantor
hereunder delivered to the Administrative Agent on the Closing Date constitute
all of the Pledged Debt Securities held by such Grantor.

                 (d)      Each of the Pledged Debt Securities in existence on
the date hereof are set forth in Schedule 2 and each of the Pledged Debt
Securities constitutes, to the knowledge of the Grantor that is the payee
thereof, the legal, valid and binding obligation of the obligor





                                       14
<PAGE>   16



with respect thereto, enforceable in accordance with its terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

                 (e)      Such Grantor is the record and beneficial owner of,
and has good and marketable title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any
other Person, except the security interest created by this Agreement.

                 4.8      Receivables.  No amount payable to the Grantors under
or in connection with any Receivable is evidenced by any Instrument or Chattel
Paper which has not been delivered to the Administrative Agent (collectively,
"Undelivered Instruments") in excess of $1,000,000.

                 4.9      Intellectual Property.  (a) Schedule 6 lists all
Intellectual Property owned or licensed by such Grantor in its own name on the
date hereof.

                 (b)      To such Grantor's knowledge, all material
Intellectual Property is on the date hereof valid, subsisting, unexpired,
enforceable and has not been abandoned.

                 (c)      Except as set forth in Schedule 6, none of the
material Intellectual Property is on the date hereof the subject of any
licensing or franchise agreement pursuant to which such Grantor is the licensor
or franchisor.

                 (d)      No holding, decision or judgment has been rendered by
any Governmental Authority which would limit, cancel or question the validity
of, or such Grantor's rights in, any Intellectual Property in any respect that
could reasonably be expected to have a Material Adverse Effect.

                 (e)      No action or proceeding is pending on the date hereof
seeking to limit, cancel or question the validity, or such Grantor's ownership,
of any Intellectual Property which, if adversely determined, would have a
Material Adverse Effect.

                             SECTION 5.  COVENANTS

                 Each Grantor covenants and agrees with the Administrative
Agent and the Secured Parties that, from and after the date of this Agreement
until the Obligations shall





                                       15
<PAGE>   17



have been paid 'in full, no Letter of Credit shall be outstanding and the
Commitments shall have terminated:

                 5.1      Covenants in Credit Agreement.  In the case of each
Guarantor, such Guarantor shall take, or shall refrain from taking, as the case
may be, each action that is necessary to be taken or not taken, as the case may
be, so that no Default or Event of Default is caused by the failure to take
such action or to refrain from taking such action by such Guarantor or any of
its Subsidiaries.

                 5.2      Delivery of Instruments and Chattel Paper.  If the
aggregate of all amounts payable to the Grantors pursuant to Undelivered
Instruments shall exceed $5,000,000, such Undelivered Instruments, to the
extent necessary to eliminate such excess, shall be immediately delivered to
the Administrative Agent duly indorsed in a manner satisfactory to the
Administrative Agent to be held as Collateral pursuant to this Agreement.

                 5.3      Insurance.  Each Grantor shall maintain insurance
policies insuring Inventory and Equipment pursuant to and in accordance with
Section 6.5 of the Credit Agreement.

                 5.4      Maintenance of Perfected Security Interest; Further
Documentation.  (a) Such Grantor shall maintain the security interest created
by this Agreement as a perfected security interest having at least the priority
described in Section 4.3 and shall defend such security interest against the
claims and demands of all Persons whomsoever.

                 (b)      Upon reasonable written request of the Administrative
Agent, such Grantor will famish to the Administrative Agent and the Lenders
from time to time statements and schedules further identifying and describing
the Collateral and such other reports in connection with the Collateral as the
Administrative Agent may reasonably request, all in reasonable detail.

                 (c)      At any time and from time to time, upon the written
request of the Administrative Agent and at the sole expense of such Grantor,
such Grantor will promptly and duly execute and deliver such further
instruments and documents and take such further actions as the Administrative
Agent may reasonably request for the purpose of obtaining or preserving the
full benefits of this Agreement and of the rights and powers herein granted,
including, without limitation, the filing of any financing or continuation
statements under the Code (or other similar laws) in effect in any jurisdiction
with respect to the security interests created hereby.





                                       16
<PAGE>   18



                 5.5      Changes in Locations, Name, etc.  Such Grantor will
not, except upon not less than 15 days' prior written notice to the
Administrative Agent and delivery to the Administrative Agent of all additional
executed financing statements and other documents reasonably requested by the
Administrative Agent to maintain the validity, perfection and priority of the
security 'interests provided for herein:

                 (a)      permit any of the Inventory or Equipment (other than
(1) immaterial Inventory and Equipment and (11) Inventory and Equipment in
transit in the ordinary course of business) to be kept at a location other than
those listed on Schedule 5 -1.

                 (b)      change the location of its chief executive office or
sole place of business from that referred to in Section 4.4; or

                 (c)      change its name, identity or corporate structure to
such an extent that any financing statement filed by the Administrative Agent
in connection with this Agreement would become misleading.

                 5.6      Pledged Securities.  (a) If such Grantor shall become
entitled to receive or shall receive any stock certificate (including, without
limitation, any certificate representing a stock dividend or a distribution in
connection with any reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization), option or rights in
respect of the Capital Stock of any Issuer, whether in addition to, in
substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the
same as the agent of the Administrative Agent and the Secured Parties, hold the
same in trust for the Administrative Agent and the Secured Parties and deliver
the same forthwith to the Administrative Agent in the exact form received, duly
indorsed by such Grantor to the Administrative Agent, if required, together
with an undated stock power covering such certificate duly executed in blank by
such Grantor to be held by the Administrative Agent, subject to the terms
hereof, as additional collateral security for the Obligations.  If an Event of
Default shall have occurred and be continuing, (1) any sums paid upon or in
respect of the Pledged Securities upon the liquidation or dissolution of any
Issuer shall be paid over to the Administrative Agent to be held by it
hereunder as additional collateral security for the Obligations and (ii) in
case any distribution of capital shall be made on or in respect of the Pledged
Securities or any property shall be distributed upon or with respect to the
Pledged Securities pursuant to the recapitalization or reclassification of the
capital of any Issuer or pursuant to the reorganization thereof, the property
so distributed shall, unless otherwise subject to a perfected security interest
in favor of the Administrative Agent, be delivered to the Administrative Agent
to be held by it hereunder as additional collateral security for the





                                       17
<PAGE>   19



Obligations.  If any sums of money or property so paid or distributed in
respect of the Pledged Securities shall be received by such Grantor, such
Grantor shall, until such money or property is paid or delivered to the
Administrative Agent, hold such money or property in trust for the Secured
Parties, segregated from other funds of such Grantor, as additional collateral
security for the Obligations.

                 In the case of each Grantor which is an Issuer, such Issuer
agrees that (i) it will be bound by the terms of this Agreement relating to the
Pledged Securities issued by it and will comply with such terms insofar as such
terms are applicable to it, (ii) it will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5.7(a) with respect to the Pledged Securities issued by it and (iii) the terms
of Sections 63(c) and 6.7 shall apply to it, mutatis mutandis, with respect to
all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with
respect to the Pledged Securities issued by it.

                 5.7      Receivables.  (a) Other than in the ordinary course
of business or as otherwise permitted by the Loan Documents, such Grantor will
not (i) grant any extension of the time of payment of any Receivable, (11)
compromise or settle any Receivable for less than the full amount thereof,
(iii) release, wholly or partially, any Person liable for the payment of any
Receivable, (iv) allow any credit or discount whatsoever on any Receivable or
(v) amend, supplement or modify any Receivable in any manner that could
materially and adversely affect the value thereof.

                 (b)      Such Grantor will take all actions necessary to give
notice pursuant to the United States Assignment of Claims Act of 1940, as
amended, or such other analogous law if a material portion of the total amount
of the Receivables is owing from Governmental Authorities.

                 5.8      Intellectual Property.  (a) Such Grantor (either
itself or through licensees) will (1) continue to use each material Trademark
on each and every trademark class of goods applicable to its current 1~ne as
reflected in its then-current catalogs, brochures and price lists in order to
maintain such Trademark in full force free from any claim of abandonment for
non-use, (ii) maintain as in the past the quality of products and services
offered under each material Trademark, (iii) use such Trademark with all
appropriate notices of registration and (iv) not (and not permit any licensee
or sublicensee thereof to) do any act or knowingly omit to do any act whereby
any material Trademark may become invalidated or impaired in any way.





                                       18
<PAGE>   20



                 (b)      Such Grantor (either itself or through licensees)
will not do any act, or omit to do any act, whereby any material Patent may
become forfeited, abandoned or dedicated to the public.

                 (c)      Such Grantor (either itself or through licensees)
will not (and will not permit any licensee or sublicensee thereof to) do any
act or knowingly omit to do any act whereby any material portion of the
Copyrights may become invalidated.  Such Grantor will not (either itself or
through licensees) do any act whereby any material portion of the Copyrights
may fall into the public domain.

                 (d)      Such Grantor (either itself or through licensees)
will not do any act that knowingly uses a material Intellectual Property to
infringe the Intellectual Property rights of a third party.

                 (e)      Such Grantor will notify the Administrative Agent and
the Secured Parties immediately if it knows, or has reason to know, that any
application or registration relating to any material Patent, Copyright or
Trademark may become abandoned or dedicated to the public, or of any adverse
determination or development (including, without limitation, the institution
of, or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, the U.S. Copyright Office or any court or
tribunal in any country) regarding such Grantor's ownership of, or the validity
of, any material Intellectual Property or such Grantor's right to register the
same or to own and maintain the same.

                 (f)      Whenever such Grantor, either by itself or through
any agent employee, licensee or designee, shall file an application for any
Patent or Trademark with the United States Patent and Trademark Office or any
Copyright in the U.S. Copyright Office or any similar office or agency in any
other country or any political subdivision thereof, such Grantor shall report
such filing to the Administrative Agent within five Business Days after the
last day of the fiscal quarter in which such filing occurs.  Upon written
request of the Administrative Agent, such Grantor shall execute and deliver,
and have recorded, any and all agreements, instruments, documents, and papers
as the Administrative Agent may reasonably request to evidence the
Administrative Agent's security interest in any such Copyright, Patent or
Trademark and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby.

                 (g)      Such Grantor will take all reasonable and necessary
steps, including, without limitation, in any proceeding before the United
States Patent and Trademark Office, the U.S. Copyright Office or any similar
office or agency in any other country or any





                                       19
<PAGE>   21



political subdivision thereof, to maintain each registration of the material
Intellectual Property, including, without limitation, filing of applications
for renewal, affidavits of use and affidavits of incontestability.

                 (h)      In the event that any material Intellectual Property
is infringed, misappropriated or diluted by a third party, such Grantor shall
(i) take such actions as such Grantor shall reasonably deem appropriate under
the circumstances to protect such Intellectual Property and (ii) if such
Intellectual Property is of material economic value, promptly notify the
Administrative Agent and the Secured Parties after it learns thereof.

                        SECTION 6.  REMEDIAL PROVISIONS

                 6.1      Certain Matters Related to Receivables.  (a) The
Administrative Agent hereby authorizes each Grantor to collect such Grantor's
Receivables, and the Administrative Agent may curtail or terminate said
authority at any time after the occurrence and during the continuance of an
Event of Default.  If required by the Administrative Agent at any time after
the occurrence and during the continuance of an Event of Default, any payments
of Receivables, when collected by any Grantor, (1) shall be forthwith (and, in
any event, within two Business Days) deposited by such Grantor in the exact
form received, duly indorsed by such Grantor to the Administrative Agent if
required, in a Collateral Account maintained under the sole dominion and
control of the Administrative Agent, subject to withdrawal by the
Administrative Agent for the account of the Secured Parties only as provided in
Section 6.5, and (ii) until so turned over, shall be held by such Grantor in
trust for the Administrative Agent and the Secured Parties, segregated from
other funds of such Grantor. Each such deposit of Proceeds of Receivables shall
be accompanied by a report identifying in reasonable detail the nature and
source of the payments included in the deposit.

                 (b)      At the Administrative Agent's request, each Grantor
shall deliver to the Administrative Agent, all original and other documents
evidencing, and relating to, the agreements and transactions which gave rise to
the then existing Receivables, including, without limitation, all original
orders, invoices and shipping receipts.

                 6.2      Communications with Obligors, Grantors Remain Liable.
(a) The Administrative Agent in its own name or in the name of others may at
any time after the occurrence and during the continuance of an Event of Default
communicate with obligors under the Receivables to verify with them to the
Administrative Agent's reasonable satisfaction the existence, amount and terms
of any Receivables.





                                       20
<PAGE>   22



                 (b)      Upon the request of the Administrative Agent at any
time after the occurrence and during the continuance of an Event of Default,
each Grantor shall notify obligors on the Receivables that the Receivables have
been assigned to the Administrative Agent for the ratable benefit of the
Secured Parties and that payments 'in respect thereof shall be made directly to
the Administrative Agent.

                 (c)      Anything herein to the contrary notwithstanding, each
Grantor shall remain liable under each of the Receivables to observe and
perform all the conditions and obligations to be observed and performed by it
thereunder, all in accordance with the terms of any agreement giving rise
thereto.  Neither the Administrative Agent nor any Secured Party shall have any
obligation or liability under any Receivable (or any agreement giving rise
thereto) by reason of or arising out of this Agreement or the receipt by the
Administrative Agent or any Secured Party of any payment relating thereto, nor
shall the Administrative Agent or any Secured Party be obligated in any manner
to perform any of the obligations of any Grantor under or pursuant to any
Receivable (or any agreement giving rise thereto) to make any payment, to make
any inquiry as to the nature or the sufficiency of any payment received by it
or as to the sufficiency of any performance by any party thereunder, to present
or file any claim, to take any action to enforce any performance or to collect
the payment of any amounts which may have been assigned to it or to which it
may be entitled at any time or times.

                 6.3      Pledged Securities.  (a) Unless an Event of Default
shall have occurred and be continuing and the Administrative Agent shall have
given notice to the relevant Grantor of the Administrative Agent's intent to
exercise its corresponding rights pursuant to Section 6.3)(b), each Grantor
shall be permitted to receive all cash dividends paid in respect of the Pledged
Stock and all payments made in respect of the Pledged Debt Securities, 'in each
case paid in the normal course of business of the relevant Issuer, to the
extent permitted in the Credit Agreement, and to exercise all voting and
corporate rights with respect to the Pledged Securities; provided, however,
that no vote shall be cast or corporate right exercised or other action taken
which, in the Administrative Agent's reasonable judgment would impair the
Collateral or which would be inconsistent with or result in any violation of
any provision of the Credit Agreement, this Agreement or any other Loan
Document.

                 (b)      If an Event of Default shall occur and be continuing
and the Administrative Agent shall give written notice of its 'intent to
exercise such rights to the relevant Grantor or Grantors, (i) the
Administrative Agent shall have the night to receive any and all cash
dividends, payments or other Proceeds paid in respect of the Pledged Securities
and make application thereof to the Obligations in such order as the
Administrative Agent may determine, and (ii) any or all of the Pledged
Securities shall be registered in the name of





                                       21
<PAGE>   23



the Administrative Agent or Its nominee, and the Administrative Agent or its
nominee may thereafter exercise (x) all voting, corporate and other rights
pertaining to such Pledged Securities at any meeting of shareholders of the
relevant Issuer or Issuers or otherwise and (y) any and all rights of
conversion, exchange and subscription and any other rights, privileges or
options pertaining to such Pledged Securities as if it were the absolute owner
thereof ('including, without limitation, the right to exchange at its
discretion any and all of the Pledged Securities upon the merger,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate structure of any Issuer, or upon the exercise by any Grantor or
the Administrative Agent of any right, privilege or option pertaining to such
Pledged Securities, and in connection therewith, the right to deposit and
deliver any and all of the Pledged Securities with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may determine), all without liability
except to account for property actually received by it, but the Administrative
Agent shall have no duty to any Grantor to exercise any such right, privilege
or option and shall not be responsible for any failure to do so or delay in so
doing.

                 (c)      Each Grantor hereby authorizes and instructs each
Issuer of any Pledged Securities pledged by such Grantor hereunder to (i)
comply with any instruction received by it from the Administrative Agent in
writing that (x) states that an Event of Default has occurred and is continuing
and (y) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from such Grantor, and each Grantor agrees
that each Issuer shall be fully protected in so complying, and (ii) unless
otherwise expressly permitted hereby, pay any dividends or other payments with
respect to the Pledged Securities directly to the Administrative Agent.

                 6.4      Proceeds to be Turned Over To Administrative Agent.
In addition to the rights of the Administrative Agent and the Secured Parties
specified in Section 6.1 with respect to payments of Receivables, if an Event
of Default shall occur and be continuing, all Proceeds received by any Grantor
consisting of cash, checks and other near-cash items shall be held by such
Grantor in trust for the Administrative Agent and the Secured Parties,
segregated from other funds of such Grantor, and shall, forthwith upon receipt
by such Grantor, be turned over to the Administrative Agent in the exact form
received by such Grantor (duly indorsed by such Grantor to the Administrative
Agent, if required).  All Proceeds received by the Administrative Agent
hereunder shall be held by the Administrative Agent in a Collateral Account
maintained under its sole dominion and control.  All Proceeds while held by the
Administrative Agent in a Collateral Account (or by such Grantor in trust for
the Administrative Agent and the Secured Parties) shall continue to be held as
collateral security for all the Obligations and shall not constitute payment
thereof until applied as provided in Section 6.5.





                                       22
<PAGE>   24



                 6.5      Application of Proceeds.  At any time after the
occurrence and during the continuance of an Event of Default, at the
Administrative Agent's election, the Administrative Agent may apply all or any
part of Proceeds held in any Collateral Account in payment of the Obligations
in such order as the Administrative Agent may elect, and any part of such funds
which the Administrative Agent elects not so to apply and deems not required as
collateral security for the Obligations shall be paid over from time to time by
the Administrative Agent to the Borrower or to whomsoever may be lawfully
entitled to receive the same.  Any balance of such Proceeds remaining after the
Obligations shall have been paid in full, no Letters of Credit shall be
outstanding and the Commitments shall have terminated shall be paid over to the
Borrower or to whomsoever may be lawfully entitled to receive the same.

                 6.6      Code and Other Remedies.  If an Event of Default
shall occur and be continuing, the Administrative Agent, on behalf of the
Secured Parties, may exercise, in addition to all other rights and remedies
granted to them in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations, all rights and remedies of
a secured party under the Code or any other applicable law.  Without limiting
the generality of the foregoing, the Administrative Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon any
Grantor or any other Person (all and each of which demand, defenses,
advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, at any exchange, broker's board or office of
the Administrative Agent or any Secured Party or elsewhere upon such terms and
conditions as It may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Administrative Agent or any Secured Party shall have the right upon any
such public sale or sales, and, to the extent permitted by law, upon any such
private sale or sales, to purchase the whole or any part of the Collateral so
sold, free of any right or equity of redemption in any Grantor, which right or
equity is hereby waived and released.  Each Grantor further agrees, at the
Administrative Agent's request, to assemble the Collateral and make it
available to the Administrative Agent at places which the Administrative Agent
shall reasonably select, whether at such Grantor's premises or elsewhere.  The
Administrative Agent shall apply the net proceeds of any action taken by it
pursuant to this Section 6.6, after deducting all reasonable costs and expenses
of every kind incurred in connection therewith or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral
or the rights of the Administrative Agent and the Secured Parties





                                       23
<PAGE>   25



hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations, in such
order as the Administrative Agent may elect, and only after such application
and after the payment by the Administrative Agent of any other amount required
by any provision of law, including, without limitation, Section 9-504(l)(c) of
the Code, need the Administrative Agent account for the surplus, if any, to any
Grantor.  To the extent permitted by applicable law, each Grantor waives all
claim, damages and demands it may acquire against the Administrative Agent or
any Secured Party arising out of the exercise by them of any rights hereunder.
If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at
least 10 days before such sale or other disposition.

                 6.7      Registration Rights.  (a) If the Administrative Agent
shall determine to exercise its right to sell any or all of the Pledged
Securities pursuant to Section 6.6, and if in the opinion of the Administrative
Agent it is necessary or advisable to have the Pledged Securities, or that
portion thereof to be sold, registered under the provisions of the Securities
Act, the relevant Grantor will cause the Issuer thereof to (i) execute and
deliver, and cause the directors and officers of such Issuer to execute and
deliver, all such instruments and documents, and do or cause to be done all
such other acts as may be, in the opinion of the Administrative Agent,
necessary or advisable to register the Pledged Securities, or that portion
thereof to be sold, under the provisions of the Securities Act, (ii) use its
best efforts to cause the registration statement relating thereto to become
effective and to remain effective for a period of one year from the date of the
first public offering of the Pledged Securities, or that portion thereof to be
sold, and (iii) make all amendments thereto and/or to the related prospectus
which, in the opinion of the Administrative Agent, are necessary or advisable,
all in conformity with the requirements of the Securities Act and the rules and
regulations of the Securities and Exchange Commission applicable thereto.  Each
Grantor agrees to cause such Issuer to comply with the provisions of the
securities or "Blue Sky" laws of any and all jurisdictions which the
Administrative Agent shall designate and to make available to its security
holders, as soon as practicable, an earnings statement (which need not be
audited) which will satisfy the provisions of Section 11(a) of the Securities
Act.

                 (b)      Each Grantor recognizes that the Administrative Agent
may be unable to effect a public sale of any or all the Pledged Securities, by
reason of certain prohibitions contained in the Securities Act and applicable
state securities laws or otherwise, and may be compelled to resort to one or
more private sales thereof to a restricted group of purchasers which will be
obliged to agree, among other things, to acquire such securities for their own
account for investment and not with a view to the distribution or resale
thereof.  Each Grantor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable than if such sale were a public
sale and, notwithstanding such





                                       24
<PAGE>   26



circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner.  The Administrative Agent shall be
under no obligation to delay a sale of any of the Pledged Securities for the
period of time necessary to permit the Issuer thereof to register such
securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.

                 (c)      Each Grantor agrees to use its best efforts to do or
cause to be done all such other acts as may be necessary to make such sale or
sales of all or any portion of the Pledged Securities pursuant to this Section
6.7 valid and binding and in compliance with any and all other applicable
Requirements of Law.  Each Grantor further agrees that a breach of any of the
covenants contained in this Section 6.7 will cause irreparable injury to the
Administrative Agent and the Secured Parties, that the Administrative Agent and
the Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
6.7 shall be specifically enforceable against such Grantor, and such Grantor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no Event of
Default has occurred under the Credit Agreement.

                 6.8      Waiver; Deficiency.  Each Grantor waives and agrees
not to assert any rights or privileges which it may acquire under Section 9-112
of the Code.  Each Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay its Obligations and the fees and disbursements of any attorneys employed by
the Administrative Agent or any Secured Party to collect such deficiency.

                      SECTION 7.  THE ADMINISTRATIVE AGENT

                 7.1      Administrative Agent's Appointment as
Attorney-in-Fact, etc.  (a) Each Grantor hereby irrevocably constitutes and
appoints the Administrative Agent and any officer or agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Grantor and in
the name of such Grantor or in its own name, for the purpose of carrying out
the terms of this Agreement, to take any and all appropriate action to the
extent permitted by is law and to execute any and all documents and
'instruments which may be necessary or desirable to accomplish the purposes of
this Agreement, and, without limiting the generality of the foregoing, each
Grantor hereby gives the Administrative Agent the power and right, on behalf of
such Grantor, without notice to or asset by such Grantor, to do any or all of
the following:





                                       25
<PAGE>   27



                 (i) in the name of such Grantor or its own name, or otherwise,
take possession of and indorse and collect any checks, drafts, notes,
acceptances or other instruments for the payment of moneys due under any
Receivable or with respect to any other Collateral and file any claim or take
any other action or proceeding in any court of law or equity or otherwise
deemed appropriate by the Administrative Agent for the purpose of collecting
any and all such moneys due under any Receivable or with respect to any other
Collateral whenever payable;

                 (ii) in the case of any Copyright, Patent or Trademark,
execute, deliver and have recorded, any and all agreements, instruments,
documents and papers as the Administrative Agent may request to evidence the
Administrative Agent's and the Secured Parties' security interest in such
Copyright, Patent or Trademark and the goodwill and general intangibles of such
Grantor relating thereto or represented thereby;

                 (iii) pay or discharge taxes and Liens levied or placed on or
threatened against the Collateral, effect any repairs or any insurance called
for by the terms of this Agreement and pay all or any part of the premiums
therefor and the costs thereof,

                 (iv) execute, in connection with any sale provided for in
Section 6.6 or 6.7, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral; and

                 (v) (1) direct any party liable for any payment under any of
the Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Administrative Agent or as the Administrative Agent
shall direct; (2) ask or demand for, collect, and receive payment of and
receipt for, any and all moneys, claims and other amounts due or to become due
at any time in respect of or arising out of any Collateral; (3) sign and
indorse any invoices, freight or express bills, bills of lading, storage or
warehouse receipts, drafts against debtors, assignments, verifications, notices
and other documents in connection with any of the Collateral; (4) commence and
prosecute any suits, actions or proceedings at law or in equity in any court of
competent jurisdiction to collect the Collateral or any portion thereof and to
enforce any other right in respect of any Collateral; (5) defend any suit,
action or proceeding brought against such Grantor with respect to any
Collateral; (6) settle, compromise or adjust any such suit, action or
proceeding and, in connection therewith, give such discharges or releases as
the Administrative Agent may deem appropriate; (7) assign any Copyright, Patent
or Trademark (along with the goodwill of the business to which any such
Copyright, Patent or Trademark pertains), throughout the world for such term or
terms, on such conditions, and in such manner, as the Administrative Agent
shall in its sole discretion determine, and (8) generally, sell, transfer,
pledge and make any





                                       26
<PAGE>   28



agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Administrative Agent were the absolute owner
thereof for all purposes, and do, at the Administrative Agent's option and such
Grantor's expense, at any time, or from time to time, all acts and things which
the Administrative Agent deems necessary to protect, preserve or realize upon
the Collateral and the Administrative Agent's and the Secured Parties' security
interests therein and to effect the intent of this Agreement, all as fully and
effectively as such Grantor might do.

                 Anything in this Section 7.1(a) to the contrary
notwithstanding, the Administrative Agent agrees that it will not exercise any
rights under the power of attorney provided for in this Section 7.1(a) unless
an Event of Default shall have occurred and be continuing.

                 (b)      If any Grantor falls to perform or comply with any of
its agreements contained herein, the Administrative Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause
performance or compliance, with such agreement.

                 (c)      The expenses of the Administrative Agent incurred in
connection with actions undertaken as provided in this Section 7.1, together
with interest thereon at a rate per annum equal to the rate per annum at which
interest would then be payable under the Credit Agreement on past due Loans
that are or would be ABR Loans (whether or not any ABR Loans are then
outstanding), from the date of payment by the Administrative Agent to the date
reimbursed by the relevant Grantor, shall be payable by such Grantor to the
Administrative Agent on demand.

                 (d)      Each Grantor hereby ratifies all that said attorneys
shall lawfully do or cause to be done by virtue hereof All powers,
authorizations and agencies contained in this Agreement are coupled with an
interest and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.

                 7.2      Duty of Administrative Agent.  The Administrative
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-2207 of the
Code or otherwise, shall be to deal with it in the same manner as the
Administrative Agent deals with similar property for its own account. Neither
the Administrative Agent, any Secured Party nor any of their respective
officers, directors, employees or agents shall be liable for failure to demand,
collect or realize upon an~ of the Collateral or for any delay in doing so or
shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or any other Person or





                                       27
<PAGE>   29



to take any other action whatsoever with regard to the Collateral or any part
thereof The powers conferred on the Administrative Agent and the Secured
Parties hereunder are solely to protect the Administrative Agent's and the
Secured Parties' interests in the Collateral and shall not impose any duty upon
the Administrative Agent or any Secured Party to exercise any such powers.  The
Administrative Agent and the Secured Parties shall be accountable only for
amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents
shall be responsible to any Grantor for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct.

                 7.3      Execution of Financing Statements.  Pursuant to
Section 9-402 of the Code and any other applicable law, each Grantor authorizes
the Administrative Agent to file or record financing statements and other
filing or recording documents or instruments with respect to the Collateral
without the signature of such Grantor in such form and in such offices as the
Administrative Agent reasonably determines appropriate to perfect the security
interests of the Administrative Agent under this Agreement.  A photographic or
other reproduction of this Agreement shall be sufficient as a financing
statement or other filing or recording document or instrument for filing or
recording in any jurisdiction.

                 7.4      Authority of Administrative Agent.  Each Grantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any
option, voting right, request, judgment or other right or remedy provided for
herein or resulting or arising out of this Agreement shall, as between the
Administrative Agent and the Secured Parties, be governed by the Credit
Agreement and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and the
Grantors, the Administrative Agent shall be conclusively presumed to be acting
as agent for the Secured Parties with full and valid authority so to act or
refrain from acting, and no Grantor shall be under any obligation, or
entitlement, to make any inquiry respecting such authority.

                           SECTION 8.  MISCELLANEOUS

                 8.1      Amendments in Writing.  Subject to the terms of the
Credit Agreement, the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified by a written instrument executed by
each affected Grantor and the Administrative Agent, provided that, subject to
the terms of the Credit Agreement, any provision of this Agreement imposing
obligations on any Grantor may be waived by the





                                       28
<PAGE>   30



Administrative Agent and the Secured Parties in a written instrument executed
by the Administrative Agent.

                 8.2      Notices.  All notices, requests and demands to or
upon the Administrative Agent or any Grantor hereunder shall be effected in the
manner provided for in Section 10.2 of the Credit Agreement; provided that any
such notice, request or demand to or upon any Guarantor shall be addressed to
such Guarantor at its notice address set forth on Schedule 1.

                 8.3      No Waiver by Course of Conduct; Cumulative Remedies.
Neither the Administrative Agent nor any Secured Party shall by any act (except
by a written instrument pursuant to Section 8.1), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default.  No failure to exercise, nor any
delay in exercising, on the part of the Administrative Agent or any Secured
Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.  A waiver by the Administrative Agent
or any Secured Party of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Administrative Agent
or such Secured Party would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by
law.

                 8.4      Enforcement Expenses.  Indemnification. (a) Each
Guarantor agrees to pay or reimburse each Secured Party and the Administrative
Agent for all its costs and expenses incurred in collecting against such
Guarantor under the guarantee contained in Section 2 or otherwise enforcing or
preserving any rights under this Agreement and the other Loan Documents to
which such Guarantor is a party, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent.

                 (b)      Each Guarantor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from, any and all
liabilities with respect to, or resulting from any delay in paying, any and all
stamp, excise, sales or other taxes which may be payable or determined to be
payable with respect to any of the Collateral or in connection with any of the
transactions contemplated by this Agreement.

                 (c)      Each Guarantor agrees to pay, and to save the
Administrative Agent and the Secured Parties harmless from any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature





                                       29
<PAGE>   31



whatsoever with respect to the execution, delivery, enforcement, performance
and administration of this Agreement to the same extent the Borrower would be
required to do so pursuant to Section 9.7 of the Credit Agreement.

                 (d)      The agreements in this Section 8.4 shall survive
repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Loan Documents.

                 8.5      Successors and Assigns.  This Agreement shall be
binding upon the successors and assigns of each Grantor and shall inure to the
benefit of the Administrative Agent and the Secured Parties and their
successors and assigns; provided that no Grantor may assign, transfer or
delegate any of its rights or obligations under this Agreement without the
prior written consent of the Administrative Agent.

                 8.6      Set-off.  In addition to any rights and remedies of
the Administrative Agent and the Secured Parties provided by law, the
Administrative Agent and each Secured Party shall have the right, without prior
notice to any Grantor, any such notice being expressly waived by each Grantor
to the extent permitted by applicable law, upon any amount becoming due and
payable by any Grantor hereunder (whether at the stated maturity, by
acceleration or otherwise) to set off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Secured Party or any
branch or agency thereof to or for the credit or the account of such Grantor.
The Administrative Agent and each Secured Party agrees promptly to notify the
relevant Grantor and (if applicable) the Administrative Agent after any such
set off and application made by the Administrative Agent or such Secured Party,
provided that the failure to give such notice shall not affect the validity of
such setoff and application.

                 8.7      Counterparts.  This Agreement may be executed by one
or more of the parties to this Agreement on any number of separate counterparts
('including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

                 8.8      Severability.  Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and





                                       30
<PAGE>   32



any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

                 8.9      Integration.  This Agreement and the other Loan
Documents represent the entire agreement of the Grantors, the Administrative
Agent and the Secured Parties with respect to the subject matter hereof and
thereof, and there are no promises, undertakings, representations or warranties
of the Administrative Agent or any Secured Party relative to subject matter
hereof and thereof not expressly set forth or referred to herein or in the
other Loan Documents.

                 8.10     GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                 8.11     Submission To Jurisdiction: Waivers.  Each Grantor
hereby irrevocably and unconditionally:

                 (a)      submits for itself and its property in any legal
action or proceeding relating to this Agreement and the other Loan Documents to
which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof,

                 (b)      consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;

                 (c)      agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such
Grantor at its address referred to in Section 8.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

                 (d)      agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and





                                       31
<PAGE>   33



                 (e)      waives, to the maximum extent not prohibited by law,
any right it may have to claim or recover In any legal action or proceeding
referred to in this Section 8.11 any special, exemplary, punitive or
consequential damages.

                 8.12     Acknowledgments.  Each Grantor hereby acknowledges
that:

                 (a)      it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

                 (b)      neither the Administrative Agent nor any Secured
Party has any fiduciary relationship with or duty to any Grantor arising out of
or in connection with this Agreement or any of the other Loan Documents, and
the relationship between Administrative Agent and Secured Parties, on one hand,
and the Grantors, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor; and

                 (c)      no joint venture is created hereby or by the other
Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Secured Parties or among the Grantors and the Secured Parties.

                 8.13     WAIVERS OF JURY TRIAL.  EACH GRANTOR, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                 8.14     Section Headings.  The Section headings used in this
Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation
hereof.

                 8.15     Additional Grantors.  Each Subsidiary of the Borrower
that is required to become a party to this Agreement pursuant to Section 6.10
of the Credit Agreement shall become a Grantor for all purposes of this
Agreement upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex I hereto.

                 8.16     Releases.  (a) At such time as the Loans, the
Reimbursement Obligations and the other Obligations shall have been paid in
full, the Commitments have been terminated and no Letters of Credit shall be
outstanding, the Collateral shall be released from the Liens created hereby,
and this Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Grantor





                                       32
<PAGE>   34



hereunder shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the Grantors.  At the request and sole expense of any Grantor
following any such termination, the Administrative Agent shall deliver to such
Grantor any Collateral held by the Administrative Agent hereunder, and execute
and deliver to such Grantor such documents as such Grantor shall reasonably
request to evidence such termination.

                 (b)      If any of the Collateral shall be sold, transferred
or otherwise disposed of by any Grantor in a transaction permitted by the
Credit Agreement, then the Administrative Agent, at the request and sole
expense of such Grantor, shall execute and deliver to such Grantor all releases
or other documents reasonably necessary or desirable for the release of the
Liens created hereby on such Collateral.  At the request and sole expense of
the Borrower, a Guarantor shall be released from its obligations hereunder in
the event that all the Capital Stock of such Guarantor shall be sold,
transferred or otherwise disposed of 'in a transaction permitted by the Credit
Agreement.

                 8.17     FCC Compliance.  (a) Notwithstanding anything to the
contrary contained herein or in any other agreement, instrument, or document
executed in connection herewith, no party hereto shall take any actions
hereunder that would constitute or result in a transfer or assignment of any
Station License, permit or authorization or a change of control over such
Station License, permit or authorization requiring the prior approval of the
FCC without first obtaining such prior approval of the FCC.  In addition, the
parties acknowledge that the voting rights of the Pledged Stock shall remain
with the relevant Grantor thereof even upon the occurrence and during the
continuance of an Event of Default until the FCC shall have given its prior
consent to the exercise of stockholder rights by a purchaser at a public or
private sale of such Pledged Stock or the exercise of such rights by the
Administrative Agent or by a receiver, trustee, conservator or other agent duly
appointed pursuant to applicable law.

                 (b)      If an Event of Default shall have occurred, each
Grantor shall take any action which the Administrative Agent may request in the
exercise of its rights and remedies under this Agreement in order to transfer
or assign the Collateral to the Administrative Agent or to such one or more
third parties as the Administrative Agent may designate, or to a combination of
the foregoing.  To enforce the provisions of this Section 8.17, the
Administrative Agent is empowered to seek from the FCC and any other
Governmental Authority, to the extent required, consent to or approval of any
involuntary transfer of control of any entity whose Collateral is subject to
this Agreement for the purpose of seeking a bona fide purchaser to whom control
ultimately will be transferred.  Each Grantor agrees to cooperate with any such
purchaser and with the Administrative Agent in the preparation,





                                       33
<PAGE>   35



execution and filing of any forms and providing any information that may be
necessary or helpful in obtaining the FCC's consent to the assignment to such
purchaser of the Collateral. Each Grantor hereby agrees to consent to any such
voluntary or involuntary transfer after and during the continuation of an Event
of Default and, without limiting any rights of the Administrative Agent under
this Agreement, to authorize the Administrative Agent to nominate a trustee or
receiver to assume control of the Collateral, subject only to required
judicial, FCC or other consents required by Governmental Authorities, in order
to effectuate the transactions contemplated by this Section 8.17.  Such trustee
or receiver shall have all the rights and powers as provided to it by law or
court order, or to the Administrative Agent under this Agreement.  Each Grantor
shall cooperate fully in obtaining the consent of the FCC and the approval or
consent of each other Governmental Authority required to effectuate the
foregoing.

                 (c)      Without limiting the obligations of any Grantor
hereunder in any respect, each Grantor further agrees that if such Grantor,
upon or after the occurrence of an Event of Default, should fail or refuse for
any reason whatsoever, without limitation, including any refusal to execute any
application necessary or appropriate to obtain any governmental consent
necessary or appropriate for the exercise of any right of the Administrative
Agent hereunder, such Grantor agrees that such application may be executed on
such Grantor's behalf by the clerk of any court of competent jurisdiction
without notice to such Grantor pursuant to court order.

                 (d)      In connection with this Section 8.17, the
Administrative Agent shall be entitled to rely in good faith upon an opinion of
outside FCC counsel of the Administrative Agent's choice with respect to any
such assignment or transfer, whether or not the advice rendered is ultimately
determined to have been accurate.

                 8.18     Conflicts.  In the event of a conflict between the
terms and conditions of this Agreement and the terms and conditions of the
Credit Agreement, the terms and conditions of the Credit Agreement shall
control.





                                       34
<PAGE>   36



                 IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.

                                         LIN TELEVISION CORPORATION


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


                                         LIN HOLDINGS CORP.


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


                                         LIN ACQUISITION COMPANY


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

                                         EACH OF THE OTHER SIGNATORIES
                                         LISTED ON SCHEDULE 7 ATTACHED
                                         HERETO

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





                                       35
<PAGE>   37

                                                                      Schedule I

                         NOTICE ADDRESS OF EACH GRANTOR

                     LIN Holdings Corp.

                                      Hicks, Muse, Tate & Furst Incorporated
                                      200 Crescent Court
                                      Suite 1600
                                      Dallas, Texas 75201

                     LIN Television Corporation
                     Airwaves, Inc.
                     Buffalo Broadcasting Co. Inc.
                     Buffalo Management Enterprises Co. Inc.
                     Indiana Broadcasting, LLC
                     KXAN, Inc.
                     KXTX Holdings, Inc.
                     Linbenco, Inc.
                     LIN Sports, Inc.
                     UN Television of Texas, Inc.
                     LIN Television of Texas, LP
                     LWWI Broadcasting Inc.
                     North Texas Broadcasting Corporation
                     WAND Television, Inc.
                     WAVY Broadcasting, LLC
                     WIVB Broadcasting, LLC
                     WTNH Broadcasting, Inc.

                              LIN Television Corporation
                              Four Richmond Square
                              Suite 200
                              Providence, Rhode Island 02906

                        Schedule I - Guarantee and Col-lateral Agreement
                                             Page 1






                                       36
<PAGE>   38


<TABLE>
 <S>                                                                                                   <C>
                                 SECTION 1. DEFINED TERMS

 1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
 1.2 Other Definitional Provisions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

                                   SECTION 2. GUARANTEE

 2.1 Guarantee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
 2.2 Right of Contribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
 2.3 No Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
 2.4 Amendments, etc. with respect to the Borrower Obligations  . . . . . . . . . . . . . . . . . . . . 7
 2.5 Guarantee Absolute and Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
 2.6 Reinstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
 2.7 Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

                          SECTION 3. GRANT OF SECURITY INTEREST

                        SECTION 4. REPRESENTATIONS AND WARRANTIES

 4.1 Representations in Credit Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
 4.2 Title. No Other Liens  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
 4.3 Perfected First Priority Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.4 Chief Executive Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.5 Inventory and Equipment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.6 Farm Products  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.7 Pledged Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.8 Receivables  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
 4.9 Intellectual Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

                                   SECTION 5. COVENANTS

 5.1 Covenants in Credit Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
 5.2 Delivery of Instruments and Chattel Paper  . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
 5.3 Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
 5.4 Maintenance of Perfected Security Interest, Further Documentation  . . . . . . . . . . . . . . .  11
 5.5 Changes in Locations, Name, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
 5.6 Pledged Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
 5.7 Receivables  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
 5.8 Intellectual Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
</TABLE>





                                       37
<PAGE>   39





<TABLE>
 <S>                                                                                                   <C>
                              SECTION 6. REMEDIAL PROVISIONS

 6.1 Certain Matters Related to Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
 6.2 Communications with Obligors, Grantors Remain Liable . . . . . . . . . . . . . . . . . . . . . .  14
 6.3 Pledged Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
 6.4 Proceeds to be Turned Over To Administrative Agent . . . . . . . . . . . . . . . . . . . . . . .  15
 6.5 Application of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
 6.6 Code and Other Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
 6.7 Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
 6.8 Waiver: Deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
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                           SECTION 7. THE ADMINISTRATIVE AGENT

 7.1 Administrative Agent's Appointment as Attorney-in-Fact. etc  . . . . . . . . . . . . . . . . . .  17
 7.2 Duty of Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
 7.3 Execution of Financing Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
 7.4 Authority of Administrative Agent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

                                 SECTION 8. MISCELLANEOUS

 8.1 Amendments in Writing  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
 8.2 Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
 8.3 No Waiver by Course of Conduct, Cumulative Remedies  . . . . . . . . . . . . . . . . . . . . . .  20
 8.4 Enforcement Expenses, Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
 8.5 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
 8.6 Set-Off  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.9 Integration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.10 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.11 Submission To Jurisdiction, Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
 8.12 Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 8.13 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 8.14 Section Headings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 8.15 Additional Grantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 8.16 Releases  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
 8.17 FCC Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
 8.18 Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
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