**Exhibit10.1**

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**FIRSTAMENDMENT TO CREDIT AGREEMENT**

**THIS FIRST AMENDMENT TO CREDITAGREEMENT**(this “Amendment”), dated as of May 30, 2006,is by and among YOUNG BROADCASTING INC., a Delaware corporation (the “Borrower”),the lenders identified on the signature pages hereto as the Lenders (the “Lenders”)and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, asadministrative agent for the Lenders (in such capacity, the “AdministrativeAgent”).

**W I T N ES S E T H**

**WHEREAS,** theBorrower, the Lenders and the Administrative Agent have entered into thatcertain Fourth Amended and Restated Credit Agreement dated as of May 3, 2005(as amended, modified, supplemented or restated from time to time, the “CreditAgreement”; capitalized terms used herein shall have the meanings ascribedthereto in the Credit Agreement);

**WHEREAS,** the Borrower,the Subsidiary Guarantors and the Administrative Agent have entered into thatcertain Guaranty Agreement dated May 3, 2005 (as amended, modified, supplementedor restated from time to time) guaranteeing the Borrower’s Obligations underthe Credit Agreement;

**WHEREAS,** theBorrower has requested certain amendments to the Credit Agreement; and

**WHEREAS,** the MajorityLenders have agreed to such amendments subject to the terms and conditions setforth herein.

**NOW, THEREFORE,**in consideration of the agreements hereinafter set forth, and for other goodand valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows:

# **ARTICLE IAMENDMENTS TO CREDIT AGREEMENT**

## **1.1          Amendmentto Section 1.01.**** **Section 1.01 of the CreditAgreement shall be amended as follows:

### (a)           Thedefinition of “Base Rate Margin” shall be amended by deleting “1.25%” containedtherein and substituting in its place “1.50%”.

### (b)           Thedefinition of “Eurodollar Margin” shall be amended by deleting “2.25%”contained therein and substituting in its place “2.50%”.

### (c)           Thefollowing new definitions shall be added:

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**“*First Amendment***” means the First Amendmentto this Agreement, dated as of May 30, 2006, among Borrower, the SubsidiaryGuarantors listed on the signature pages thereto, the Administrative Agent andthe Majority Lenders.

**“*First Amendment Closing Date***” means thedate of execution and delivery of the First Amendment.

## **1.2          Amendmentto Section 2.08.** **S**ection 2.08 of the CreditAgreement shall be amended by adding thereto a new clause (c) as follows:

### “*(c)         Prepayment Premium.  Upon any optional or mandatory prepayment ofthe Term Loans (in whole or in part, including pursuant to a refinancingthereof) at any time on or prior to the first anniversary of the FirstAmendment Closing Date, Borrower shall pay a premium equal to 1.00% of theprincipal amount of any such amounts optionally or mandatorily prepaid**(other than pursuant to scheduledamortization or with the proceeds from the sale, disposition or other transferfor value of all or substantially all of the assets or Capital Stock of YoungBroadcasting of San Francisco, Inc. (or any successor(s) thereto)).*”

## **1.3          Amendmentto Section 2.20(a).**  Section 2.20(a) of the Credit Agreement shallbe amended by deleting “$50,000,000” contained therein and substituting in itsplace “$100,000,000”.

## **1.4          Amendmentto Section****5.01(i)****.**  Section 5.01(i) of the Credit Agreement shallbe amended by deleting “$35,000,000” contained therein and substituting in itsplace “$10,000,000”.

# **ARTICLEIICONDITIONS TO EFFECTIVENEES**

## **2.1          ClosingConditions.**

This Amendment shall become effective as of the datehereof (the “First Amendment Closing Date”) upon satisfaction of thefollowing conditions (in form and substance reasonably acceptable to the AdministrativeAgent):

(a)           Executed Amendment.  Receipt by the Administrative Agent of a copyof this Amendment duly executed by each of the Loan Parties and the MajorityLenders.

(b)           Resolutions.  Receipt by the Administrative Agent of copiesof resolutions of the board of directors of Borrower approving and adoptingthis Amendment, the transactions contemplated herein and authorizing executionand delivery hereof, certified by a secretary or assistant secretary of Borrowerto be true and correct and in force and effect as of the date hereof.

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# **ARTICLEIIICOLLATERAL MATTERS**

**3.1  Post-ClosingCollateral Matters.**

Within ninety (90) days after the First Amendment ClosingDate, unless waived or extended by the Administrative Agent in its solediscretion, the applicable Loan Party shall deliver to the AdministrativeAgent, with respect to each Mortgaged Property (as defined in the Mortgages),the following:

#### (a)           withrespect to each Mortgage encumbering Mortgaged Property, an amendment to theprincipal amount secured thereby to include the principal amount under the IncreaseJoinder dated May 30, 2006 (each a “Mortgage Amendment”) duly executedand acknowledged by the applicable Loan Party, and in form for recording in therecording office where each such Mortgage was recorded, together with suchcertificates, affidavits, questionnaires or returns as shall be required inconnection with the recording or filing thereof under applicable law, in eachcase in form and substance reasonably satisfactory to the Collateral Agent;

#### (b)           withrespect to each Mortgage Amendment, a copy of the existing mortgage titleinsurance policy and an endorsement with respect thereto (collectively, the “MortgagePolicy”) relating to the Mortgage encumbering such Mortgaged Property assuringthe Collateral Agent that the Mortgage, as amended by the Mortgage Amendment,is a valid and enforceable first priority lien on such  Mortgaged Property in favor of the CollateralAgent for the benefit of the Secured Parties free and clear of all Liens exceptPermitted Liens and those Liens created or permitted by the Credit Agreement andthe Collateral Documents or by the Collateral Agent, and such Mortgage Policyshall otherwise be in form and substance reasonably satisfactory to theCollateral Agent;

#### (c)           tothe extent reasonably requested by the Administrative Agent, with respect toeach Mortgage Amendment, opinions of local counsel to the Loan Parties, whichopinions (x) shall be addressed to each Agent and each of the Lenders,(y) shall cover the enforceability of the respective Mortgage as amendedby the Mortgage Amendment, and (z) shall be in form and substancereasonably satisfactory to the Agents.

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# **ARTICLE IVMISCELLANEOUS**

## **4.1          Amended Terms. **All references tothe Credit Agreement in each of the Loan Documents shall hereafter mean theCredit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the CreditAgreement is hereby ratified and confirmed and shall remain in full force andeffect according to its terms.

## **4.2          Representations and Warranties of LoanParties.**  Borrowerrepresents and warrants as follows:

#### (a)           It  has full power and authority and the legalright to make, deliver and perform this Amendment and has taken all necessarycorporate action to authorize the execution, delivery and performance by it ofthis Amendment.

#### (b)           NoDefault or Event of Default has occurred and is continuing under the CreditAgreement.

#### (c)           ThisAmendment has been duly executed and delivered by such Person and constitutessuch Person’s legal, valid and binding obligations, enforceable against suchPerson in accordance with its terms, except as such enforcement may be limitedby the effect of any applicable bankruptcy, insolvency, reorganization,moratorium or similar laws affecting the enforcement of creditors’ rightsgenerally and by general equitable principles (whether enforcement is sought byproceedings in equity or at law).

#### (d)           Noauthorization, consent, approval or other action by, and no notice to or filingwith any governmental, administrative or judicial authority or regulatory bodyis required for the due execution, delivery or performance by such Person ofthis Amendment.

#### (e)           Therepresentations and warranties made by the Loan Parties in the Loan Documentsare correct on and as of the First Amendment Closing Date as if made on and asof the First Amendment Closing Date (or, if any such representation or warrantyis expressly stated to have been made as of a specified date, as of such date).

#### (f)            Theexecution, delivery and performance by the Borrower of this Amendment arewithin the Borrower’s corporate powers, have been duly authorized by allnecessary corporate action and do not and will not (i) require any consent orapproval of the stockholders, partners or members of the Borrower except suchconsents and approvals as shall have been duly obtained and shall be in fullforce and effect, (ii) contravene the Borrower’s certificate of incorporation orby-laws, (iii) violate any law, rule, regulation (including, withoutlimitation, Regulations T, U and X of the Board of Governors of the FederalReserve System), order, writ, judgment, injunction, decree, determination oraward or any contractual restriction binding on or affecting the Borrower, orany of their respective properties, or (iv) result in or require the creationor imposition of any mortgage, deed of trust, pledge, lien, security interestor other charge or encumbrance of any nature (other than pursuant to the LoanDocuments and pursuant to Collateral Documents upon or with respect to any ofthe properties now owned or hereafter acquired 

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#### by the Borrower or any of its SubsidiaryGuarantors).  Neither the Borrower norany of the Subsidiary Guarantors is in default under any such law, rule,regulation, order, writ, judgment, injunction, decree, determination or awardor restriction.

## **4.3          Credit Document.**  This Amendment shall constitute a LoanDocument under the terms of the Credit Agreement.

## **4.4          Entirety.  This Amendment and the other Loan Documentsembody the entire agreement between the parties hereto and supersede all prioragreements and understandings, oral or written, if any, relating to the subjectmatter hereof.**

## **4.5          Counterparts; Telecopy**.  This Amendment may be executed in any numberof counterparts, each of which when so executed and delivered shall be anoriginal, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to thisAmendment by telecopy shall be effective as an original and shall constitute arepresentation that an original will be delivered.

## **4.6          GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED ANDINTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARDTO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWSOF ANOTHER JURISDICTION.**

## **4.7          Consent to Jurisdiction; Service ofProcess; Waiver of Jury Trial.**  The jurisdiction, services of process andwaiver of jury trial provisions set forth in Sections 8.06 and 8.11 of theCredit Agreement are hereby incorporated by reference, *mutatis mutandis*.

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IN WITNESS WHEREOF theBorrower and the Majority Lenders have caused this Amendment to be dulyexecuted on the date first above written.
| BORROWER: | YOUNG BROADCASTING  INC.,

a Delaware corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|      |                    Title:                                                                                                                                                                                                                                                                                                                                                                                                                             |
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[AmendmentSignature Pages]

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| ADMINISTRATIVE AGENT  AND LENDER: | WACHOVIA BANK, NATIONAL  ASSOCIATION

as Administrative Agent  and as a Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| LENDER: | ______________________

as a Lender                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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The SubsidiaryGuarantors acknowledge and consent to all of the terms and conditions of thisAmendment and agree that this Amendment and all documents executed inconnection herewith do not operate to reduce or discharge the SubsidiaryGuarantors’ obligations under the Loan Documents.

SUBSIDIARY GUARANTORS:

YOUNG BROADCASTING OF ALBANY, INC.

YOUNG BROADCASTING OF DAVENPORT, INC.

YOUNG BROADCASTING OF GREEN BAY, INC.

YOUNG BROADCASTING OF KNOXVILLE, INC.

YOUNG BROADCASTING OF LANSING, INC.

YOUNG BROADCASTING OF LOS ANGELES, INC.

YOUNG BROADCASTING OF LOUISIANA, INC.

YOUNG BROADCASTING OF NASHVILLE, INC.

YOUNG BROADCASTING OF NASHVILLE LLC

By: Young Broadcasting ofKnoxville, Inc., its Member

YOUNG BROADCASTING OF RAPID CITY, INC.

YOUNG BROADCASTING OF RICHMOND, INC.

YOUNG BROADCASTING OF SAN FRANCISCO, INC.

YOUNG BROADCASTING OF SIOUX FALLS, INC.

ADAM YOUNG INC.

HONEY BUCKET FILMS, INC.

FIDELITY TELEVISION, INC.

WINNEBAGO TELEVISION CORPORATION

KLFY, L.P.

By: Young Broadcasting ofLouisiana, Inc., its General Partner

LAT, INC.

WATE, G.P.

By: Young Broadcasting of Knoxville, Inc., its GeneralPartner

WKRN, G.P.

By: Young Broadcasting of Nashville, LLC, its GeneralPartner

YBK, INC.

YBT, INC.

By:                                                                                                                                                                           Name: James A. Morgan                  Title: Executive VicePresident and Chief Financial    Officer

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