**Exhibit 10.3**

 

INDENTURE SUPPLEMENT NO.1

 

Indenture Supplement No. 1 (“Indenture Supplement”),dated as of August 27, 2004, to the Indenture, dated December 23, 2003 (the “Indenture”),by and among (i) Young Broadcasting Inc. (the “Company”), as issuer of the8-3/4% Senior Subordinated Notes due 2014 (the “Notes”), (ii) YoungBroadcasting of Albany, Inc., Young Broadcasting of Lansing, Inc., YoungBroadcasting of Nashville, Inc., Young Broadcasting of Louisiana, Inc., YoungBroadcasting of Richmond, Inc., Young Broadcasting of Green Bay, Inc., YoungBroadcasting of Knoxville, Inc., Young Broadcasting of San Francisco, Inc.,Young Broadcasting of Rapid City, Inc., Young Broadcasting of Sioux Falls,Inc., Young Broadcasting of Davenport, Inc., Winnebago Television Corporation,YBT, Inc., LAT, Inc., YBK, Inc., Honey Bucket Films, Inc., Adam Young Inc.,KLFY, L.P., WKRN, G.P. and WATE, G.P., as guarantors of the Company’sobligations under the Indenture and the Notes (each a “Subsidiary Guarantor”),and (iii) Wachovia Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E TH:

 

WHEREAS, pursuant to Section 4.18 of the Indenture,the Company and each Subsidiary Guarantor must cause a Restricted Subsidiary toexecute and deliver an indenture supplemental to the Indenture in order tobecome an Additional Guarantor (capitalized terms used herein not otherwisedefined shall have the meanings given them in the Indenture and Notes); and

 

WHEREAS, the consent of Holders is not required toexecute and deliver this Indenture Supplement; and

 

WHEREAS, the Company has caused Young Broadcasting ofNashville, LLC, a Delaware limited liability company that is an indirectwholly-owned subsidiary of the Company (the “New Subsidiary”), to become aRestricted Subsidiary, and the Company and each Subsidiary Guarantor desire tocause the New Subsidiary to become an Additional Guarantor; and

 

WHEREAS, the Trustee has agreed to supplement theIndenture on the terms and conditions as set forth herein.

 

NOW, THEREFORE, the Company, each SubsidiaryGuarantor, the Trustee and the New Subsidiary hereby agree as follows for thebenefit of each other and for the equal and ratable benefit of the holders ofthe Notes:

 

SECTION 1.           ADDITIONAL GUARANTOR.

 

By execution of this Indenture Supplement, the New Subsidiary shall bean Additional Guarantor and hereby agrees to be bound by the Guarantee of theNotes without executing and delivering the Guarantee endorsed on the Notes.

 

All references to “Additional Guarantor” after the date hereof shallinclude the New Subsidiary.

 

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SECTION 2.           EFFECTIVE AMENDMENT.

 

Except as expressly set forth herein, this Indenture Supplement shallnot constitute a waiver or amendment of any term or condition of the Indentureor the Notes and all such terms and conditions shall remain in full force andeffect and are hereby ratified and confirmed in all respects.

 

SECTION 3.           EXECUTION IN COUNTERPARTS.

 

This Indenture Supplement may be executed in any number ofcounterparts, each of which when so executed being deemed an original and allof which taken together constituting one and the same agreement.

 

SECTION 4.           GOVERNING LAW.

 

This Indenture Supplement shall be governed by the laws of the State ofNew York without regard to the conflict of laws provisions thereof.

 

SECTION 5.           TRUSTEE.

 

The Trustee makes no representations as to the validity or sufficiencyof this Indenture Supplement.  Therecitals and statements herein are deemed to be those of the Company and theAdditional Guarantor and not of the Trustee.

 

IN WITNESS WHEREOF, the parties hereto have causedthis Indenture Supplement to be executed by their respective authorizedofficers as of the date first above written.

 
|   | THE ADDITIONAL  GUARANTOR:            |
|--------|---------------------------------------|
|   |                                  |
|   | YOUNG BROADCASTING OF  NASHVILLE, LLC |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ James A. Morgan |   |
|   |                                  | James A. Morgan |
|   |                                  | Executive Vice  President |
|   |                                  |
|   |                                  |
|   | THE COMPANY:                          |
|   |                                  |
|   | YOUNG BROADCASTING INC.               |
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ James A. Morgan |   |
|   |                                  | James A. Morgan |
|   |                                  | Executive Vice  President |

 

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|   | THE SUBSIDIARY  GUARANTORS:                       |
|--------|---------------------------------------------------|
|   |                                              |
|   | YOUNG BROADCASTING OF  ALBANY, INC.               |
|   | YOUNG BROADCASTING OF  LANSING, INC.              |
|   | WINNEBAGO TELEVISION  CORPORATION                 |
|   | YOUNG BROADCASTING OF  NASHVILLE, INC.            |
|   | YBT, INC.                                         |
|   | WKRN, G.P.                                        |
|   | By: Young Broadcasting  of Nashville,             |
|   | Inc.,  General Partner                            |
|   | YOUNG BROADCASTING OF  LOUISIANA, INC.            |
|   | LAT, INC.                                         |
|   | KLFY, L.P.                                        |
|   | By: Young Broadcasting  of Louisiana,             |
|   | Inc.,  General Partner                            |
|   | YOUNG BROADCASTING OF  RICHMOND, INC.             |
|   | YOUNG BROADCASTING OF  GREEN BAY, INC.            |
|   | YOUNG BROADCASTING OF  KNOXVILLE, INC.            |
|   | WATE, G.P.                                        |
|   | By: Young Broadcasting  of Knoxville,             |
|   | Inc.,  General Partner                            |
|   | YBK, INC.                                         |
|   | YOUNG BROADCASTING OF  DAVENPORT, INC.            |
|   | YOUNG BROADCASTING OF  SIOUX FALLS, INC.          |
|   | YOUNG BROADCASTING OF  RAPID CITY, INC.           |
|   | YOUNG BROADCASTING OF  SAN FRANCISCO, INC.        |
|   | ADAM YOUNG INC.                                   |
|   | HONEY BUCKET FILMS,  INC.                         |
|   |                                              |
|   |                                              |
|   | By:                                               | /s/ James A. Morgan |   |
|   |                                              | Name: James A. Morgan |
|   |                                              | Title: Executive Vice  President |
|   |                                              |
|   |                                              |
|   | THE TRUSTEE:                                      |
|   |                                              |
|   | WACHOVIA  BANK, NATIONAL ASSOCIATION, as  Trustee |
|   |                                              |
|   |                                              |
|   |                                              |
|   | By:                                               |   |   |
|   |                                              | Name: |
|   |                                              | Title: |
|        |                                                   |  |  |  |

 

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