**Exhibit10.2**

INCREASE JOINDER

To:                      WachoviaBank, National Association as Administrative Agent under the Credit Agreement referredto below

Dated:    May 30, 2006

Reference is hereby made to the Fourth Amended andRestated Credit Agreement dated as of May 3, 2005 (as amended, amended andrestated, supplemented or otherwise modified from time to time, the “CreditAgreement”), among YOUNG BROADCASTING INC., a Delaware corporation (“Borrower”),the lenders from time to time party thereto (the “Lenders”), WACHOVIA BANK,NATIONAL ASSOCIATION, as administrative agent for the lenders, LEHMANCOMMERCIAL PAPER INC. and MERRILL LYNCH, PIERCE, FENNER & SMITHINCORPORATED, as co-syndication agents, and WACHOVIA CAPITAL MARKETS, LLC,LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITHINCORPORATED, as joint lead arrangers and joint lead bookrunners.  Terms used herein without definition shallhave the meanings assigned to such terms in the Credit Agreement.

WHEREAS, pursuant to Section 2.20 of the CreditAgreement, Borrower may from time to time request Incremental Term Loans andrelated Incremental Term Loan Commitments in an aggregate amount not to exceed$50,000,000, subject to the terms and conditions set forth therein;

WHEREAS, Wachovia Bank, National Association (the “IncrementalTerm Lender”) has agreed, subject to the terms and conditions set forthherein and in the Credit Agreement, to make an Incremental Term Loan andprovide a related Incremental Term Loan Commitment to Borrower in an amount of$50,000,000, the proceeds of which will be used as working capital and to pay relatedfees and expenses; and

WHEREAS, pursuant to Section 2.20 of the CreditAgreement, Borrower and the Administrative Agent may enter into an IncreaseJoinder without the consent of any other Lenders to effect such amendments tothe Credit Agreement as may be necessary or appropriate, in the opinion of theAdministrative Agent, to effect the provisions of Section 2.20 of the CreditAgreement.

NOW, THEREFORE:

SECTION 1.           Incremental Amendment.

(a)           Thisamendment (this “Increase Joinder”) is an Increase Joinder referred toin Section 2.20 of the Credit Agreement, and Borrower and the Incremental TermLender hereby agree and notify you that:

(i)            thetotal Incremental Term Loan Commitment of the Incremental Term Lender is$50,000,000; and

(ii)           subjectto the satisfaction of the conditions set forth in clauses (A) through (C)below, the funding of the Incremental Term Loan will occur in one drawing uponBorrower’s request in accordance with Section 2.02 of the Credit Agreement (provided that the Increase Effective Dateshall be the date hereof).  In the eventthat all or any portion of the Incremental Term Loan is not borrowed on orbefore the date hereof, the unborrowed portion of the Incremental Term LoanCommitment shall automatically terminate on such date unless the IncrementalTerm Lender shall, in its sole discretion, agree to an extension.

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(A)          eachof the conditions set forth in Section 3.02 of the Credit Agreement shall besatisfied;

(B)           noDefault shall have occurred and be continuing or would result after givingeffect to the making of the Incremental Term Loan and

(C)           Borrowershall have delivered or caused to be delivered any other certificates, documentsand opinions reasonably requested by the Administrative Agent in connectionwith the making of the Incremental Term Loan.

(b)           Eachof the Incremental Term Lender and Borrower hereby agrees that the IncrementalTerm Loan made pursuant to this Increase Joinder will be a Term Loan and anylender with an outstanding Incremental Term Loan will be a Term Lender, in eachcase for any and all purposes under the Credit Agreement, and (A) shall rank paripassu in right of payment and right of security in respect of the Collateralwith the existing Term Loans and (B) shall have the same terms as Term Loansexisting immediately prior to the effectiveness of this Increase Joinder aftergiving effect to the First Amendment, except that the Borrower shall makequarterly principal payments on the Incremental Term Loans in an amount equalto 0.25% of the aggregate amount of Incremental Term Loans borrowed, payable onthe last Business Day of each quarter, commencing on June 30, 2006.

(c)           Borrowercovenants and agrees that the proceeds of the Incremental Term Loan shall beused by Borrower as working capital and to pay related fees and expenses.

SECTION 2.           Representations,Warranties and Covenants.  The Borrowerrepresents, warrants and covenants to the Administrative Agent and to theIncremental Term Lender that:

(a)           thisIncrease Joinder has been duly authorized, executed and delivered by them andconstitutes a legal, valid and binding obligation of each Loan Party partyhereto, enforceable against such Loan Party in accordance with its terms;

(b)           aftergiving effect to this Increase Joinder, the representations and warranties setforth in Article IV of the Credit Agreement and the other Loan Documents willbe true and correct with the same effect as if made on and as of the datehereof (unless expressly stated to relate to an earlier date, in which casesuch representations and warranties shall be true and correct as of suchearlier date); and

(c)           eachof the conditions to requesting Incremental Term Loans set forth in clause (b)of Section 2.20 of the Credit Agreement is satisfied on the date of enteringinto this Increase Joinder and will be satisfied on the date of borrowing ofthe Incremental Term Loan, as applicable.

SECTION 3.           Conditionsto Effectiveness.  This Increase Joindershall become effective when:

(a)           theAdministrative Agent shall have received counterparts of this Increase Joinderthat, when taken together, bear the signatures of each Loan Party party heretoand the Incremental Term Lender;

(b)           therepresentations and warranties set forth in Section 2 hereof are true and correct(as set forth on an officer’s certificate delivered to the Administrative Agentand the Incremental Term Lender); and

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(c)           allfees and expenses required to be paid or reimbursed by Borrower pursuant to theCredit Agreement, including all invoiced fees and expenses of counsel to the AdministrativeAgent and Incremental Term Lender, shall have been paid or reimbursed, on orprior to effectiveness as applicable.

SECTION 4.           Roles.  Wachovia Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & SmithIncorporated shall act as Joint Lead Arrangers and Joint Lead Bookrunnerswith respect to this Increase Joinder, but in such capacities shall not haveany obligations, duties or responsibilities, nor shall incur any liabilities,under this Increase Joinder or any other Loan Document.

SECTION 5.           **Applicable Law.  THIS INCREASE JOINDER SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUTREGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OFTHE LAWS OF ANOTHER JURISDICTION. SECTION 8.11 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS INCREASEJOINDER.**

SECTION 6.           CreditAgreement; Loan Document.  Except asexpressly set forth herein, this Increase Joinder shall not by implication orotherwise limit, impair, constitute a waiver of, or otherwise affect the rightsand remedies of any party under, the Credit Agreement, nor alter, modify, amendor in any way affect any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement, all of which are ratified and affirmed inall respects and shall continue in full force and effect.  For the avoidance of doubt, this IncreaseJoinder shall be deemed to be a “Loan Document” within the meaning of theCredit Agreement.

SECTION 7.           Counterparts.  This Increase Joinder may be executed in twoor more counterparts, each of which shall constitute an original, but all ofwhich when taken together shall constitute but one agreement.  Delivery of an executed counterpart of asignature page of this Increase Joinder by facsimile transmission shall be aseffective as delivery of a manually executed counterpart of this IncreaseJoinder.

[Signature PageFollows]

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IN WITNESS WHEREOF, the parties hereto have causedthis Increase Joinder to be duly executed by their authorized officers as ofthe date set forth above.

YOUNG BROADCASTING INC.

By:                                                                                                                Name:         Title:

WACHOVIA BANK, NATIONAL ASSOCIATION,as Incremental Term Lender

By:                                                                                                                Name:         Title:

CONSENTED TO:

WACHOVIA BANK, NATIONAL ASSOCIATION,as Administrative Agent

By:                                                                                                         Name:      Title:

 

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