Exhibit 4.21
 Execution Copy
     No. 1
    
    $1,091,250,000




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BROADCASTING MEDIA PARTNERS, INC.By:

/s/
Andrew W. HobsonName:
    Andrew W. HobsonTitle:
    Senior Executive Vice President  2




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No. 2
    
    $33,750,000




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BROADCASTING MEDIA PARTNERS, INC.By:

/s/
Andrew W. HobsonName:
    Andrew W. HobsonTitle:
    Senior Executive Vice President  4




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TERMS OF SECURITIES
 $ __________ Principal Amount 1.5% Convertible Debentures due 2025, and this debenture is one
of the debentures issued in connection with an issuance of debentures in an aggregate principal
amount of $1.125 billion pursuant to the Investment Agreement (the  Securities )
  SECTION 1. Certain Definitions.
 Definitions
  provided however
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provided
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provided however
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provided however provided further
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provided
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11




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Saban
       provided however provided further Section 3.8 provided further
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provided clauses (i) (ii) (iii) provided further
       14




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provided
 provided , however
  15




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provided
   Other Definitions
 Term
    
    Defined in SectionCode
    
    
    2
    (b)(i)Code Foreign Holder
    
    
    2
    (b)(ii)Code U.S. Holder
    
    
    2
    (b)(ii)Conversion Date
    
    
    5
    (c)Conversion Notice
    
    
    5
    (c)Conversion Price
    
    
    5
    (a)Covered Matters
    
    
    9
    (c)Distributed Assets
    
    
    5
    (e)(iii)Event of Default
    
    
    7
    (a)Indenture Security
    
    
    6
    (e)Interest Payment Date
    
    
    2
    (a)IRS
    
    
    2
    (b)(ii)Paying Agent
    
    
    3Redemption Date
    
    
    4
    (a)Redemption Price
    
    
    4
    (a)Register
    
    
    3Rounded Share Number
    
    
    5
    (b)(i)(1)TIA
    
    
    6
    (e)
 Certain Matters of Construction
   16




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SECTION 2. Payments.
 Interest Interest Payment Date
 Certain Tax Matters
 Code
 Code Foreign Holder Code U.S. Holder IRS
  17




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provided
   provided
  18




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provided
 provided
  provided however provided further
 Parent
 provided
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provided provided
 Letter of Credit provided provided further
 SECTION 3. Register and Method of Payment.
 Register Paying Agent
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provided
 SECTION 4. Optional Redemption.
 Optional Redemption Redemption Price Redemption
Date
 Selection of Securities to Be Redeemed provided
 Notice of Redemption
       21




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provided
 Effect of Notice of Redemption
 Deposit of Redemption Price
   Securities Redeemed in Part provided
 Conditional Redemption Upon Change of Control
  22




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Securities Redeemed or Purchased by Third Party
 SECTION 5. Conversion.
 Conversion Privilege provided
 provided provided , however
 provided
   23




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provided
 th
  Conversion Price
     24




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Fractional Shares of Common Stock or Warrants
  Rounded Share
Number
  provided however
  Conversion Procedure Conversion Notice Conversion Date
 provided however
 Taxes on Conversion
  25




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Adjustment of Shares; Anti-Dilution Provisions
 Stock Splits, Reverse Stock Splits, Stock
Subdivisions, or Stock Consolidations and Reclassifications
 Common Stock Dividends
 Other Dividends or Distributions
  26




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Distributed Assets
 Consolidation, Merger or Sale of Assets
 No Adjustment
    27




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Accrued Interest
 Notices
  28




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SECTION 6. Covenants.
 Corporate Existence provided
 Limits on Issuance of Preferred or Disqualified Stock
 Information Reporting
     29




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Consolidation, Merger, Sale or Lease of Assets by the Company
 Trust Indenture TIA Indenture Securities
 SECTION 7. Defaults and Remedies.
 Events of Default
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Acceleration
  31




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Other Remedies
  Waiver of Past Defaults
 SECTION 8. Amendments.
 Without Consent of Holders of Securities
  provided however
  With Consent of Holders of Securities
  32




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SECTION 9. Miscellaneous.
 Replacement Security
 Transfer and Exchange of Securities provided
  33




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Governing Law Covered Matters
 Consent to Jurisdiction
 Waiver of Jury Trial
  34




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Notices provided
  
  th
 
  
 
  
 
  
 
  Severability
  35




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Entire Agreement
  36