.START 

The bolstered cellular agreement between BellSouth Corp. and LIN Broadcasting Corp. carries heightened risks and could fail to fend off McCaw Cellular Communications Inc., the rival suitor for LIN. 

Moreover, the amended pact shows how McCaw's persistence has pushed LIN and BellSouth into a corner, forcing huge debt on the proposed new company.
The debt, estimated at $4.7 billion, could mortgage the cellular company's future earning power in order to placate some LIN holders in the short term. 

The plan still calls for LIN to combine its cellular telephone properties with BellSouth's and to spin off its broadcasting operations.
But under new terms of the agreement, announced Friday, LIN holders would receive a special cash dividend of $42 a share, representing a payout of about $2.23 billion, shortly before the proposed merger.
LIN said it expects to borrow the money to pay the dividend, but commitments from banks still haven't been obtained.
Under previous terms, holders would have received a dividend of only $20 a share. 

In addition, New York-based LIN would exercise its right to buy out for $1.9 billion the 55% equity interest of its partner, Metromedia Co., in a New York cellular franchise.
That money also would have to be borrowed.
In effect, McCaw has forced LIN's hand by bidding $1.9 billion for the stake earlier this month. 

"We're taking on more debt than we would have liked to," acknowledged Michael Plouf, LIN's vice president and treasurer.
Although he expressed confidence that the proposed new company's cash flow would be sufficient to cover interest payments on the debt, he estimated that the company wouldn't be profitable until 1994 or later. 

Analyst estimate the value of the BellSouth proposal at about $115 to $125 a share.