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Exhibit 10.24(b)  




  


Aktiengesellschaft




	Date:	 	June 27, 2001
	To:	 	Young Broadcasting Inc.
	Attention:	 	Swaps Documentation Department
	Facsimile no.:	 	1 212 758 1229
	Our Reference:	 	Global No. N142997N
	Re:	 	Interest Rate Swap Transaction





Ladies
and Gentlemen: 


The
purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Deutsche Bank AG ("DBAG") and Young Broadcasting Inc. ("Counterparty") on
the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Agreement specified below. 


The
definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions") as published by the International Swaps and Derivatives Association, Inc. are incorporated by reference
herein. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. 


For
the purpose of this Confirmation, all references in the Definitions or the Agreement to a "Swap Transaction" shall be deemed to be references to this Transaction. 


        1.    This
Confirmation evidences a complete and binding agreement between DBAG ("Party A") and Counterparty ("Party B") as to the terms of the Transaction to which this
Confirmation relates. In addition, Party A and Party B agree to use all reasonable efforts to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border) (the "ISDA Form") (as may be amended, modified or supplemented from time to time, the "Agreement") with such modifications as Party A and Party B will in good faith agree. Upon execution by
the parties of such Agreement, this Confirmation will supplement, form a part of and be subject to the Agreement. All provisions contained or incorporated by reference in such Agreement upon
its execution shall govern this Confirmation except as expressly modified below. Until Party A and Party B execute and deliver the Agreement, this Confirmation, together with all other documents
referring to the ISDA Form (each a "Confirmation") confirming Transactions (each a "Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall supplement,
form a part of, and be subject to an agreement in the form of the ISDA Form as if Party A and Party B had executed an agreement on the Trade Date of the first such Transaction between us in
such form, with the Schedule thereto (i) specifying only that (a) the governing law is the laws of the State of New York, without reference to choice of law doctrine provided, that such
choice of law shall be superseded by any choice of law provision specified in the Agreement upon its execution, and (b) the Termination Currency is U.S. Dollars and (ii) incorporating
the addition to the definition of "Indemnifiable Tax" contained in (page 48 of) the ISDA "User's Guide to the 1992 ISDA Master Agreements". In the event of any inconsistency between the terns of this
Confirmation, and the terms of the Agreement, this Confirmation will prevail for the purpose of this Transaction. 


        2.    The
terms of the particular Transaction to which this Confirmation relates are as follows: 



	 	Notional Amount:	 	USD 63,200,000
	 	Trade Date:	 	June 27, 2001
	 	Effective Date:	 	June 29, 2001






 

	 	Termination Date:	 	March 1, 2011, subject to (i) adjustment in accordance with the Modified Following Business Day Convention and (ii) the provisions of Section 3 and 4 of this Confirmation.
	 	 	 
	Fixed Amounts:	 	 
	 	Fixed Rate Payer:	 	DBAG
	 	Fixed Rate Payer Payment Dates:	 	The 1st day of March and September of each year, commencing September 1, 2001, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 	Fixed Rate:	 	10.0%
	 	Fixed Rate Day Count Fraction:	 	30/360
	 	 	 
	Floating Amounts:	 	 
	 	Floating Rate Payer:	 	Counterparty
	 	Floating Rate Payer Payment Dates:	 	The 1st day of March and September of each year, commencing September 1, 2001, through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day
Convention.
	 	Floating Rate for initial Calculation:	 	3.73% (exclusive of Spread)
	 	Floating Rate Option: Designated Maturity:	 	USD-LIBOR-BBA
	 	Designated Maturity:	 	Six Months
	 	Spread:	 	Plus 5.95%
	 	Floating Rate Day Count Fraction:	 	Actual/360
	 	Reset Dates:	 	The first Business Day in each Calculation Period
	 	Compounding:	 	Inapplicable
	 	 	 
	Business Days:	 	New York and London
	 	 	 
	3. (a) Early Termination:	 	 
	 	Optional Early Termination:	 	Applicable, provided that no Event of Default or Potential Event of Default with respect to the Exercising Party shall have occurred and be continuing.
	 	Option Style:	 	European
	 	Exercise Business Day:	 	New York and London
	 	 	 
	  (b) Procedure for Exercise:

    Expiration Date:	 	

30 calendar Days preceding the Cash Settlement Payment Date
	 	Earliest Exercise Time:	 	9:00 a.m., New York time
	 	Expiration Time:	 	11:00 a.m., New York time
	 	 	 
	  (c) Settlement Terms:	 	 
	 	Cash Settlement:	 	Applicable
	 	Cash Settlement Valuation Time:	 	11:00 a.m., New York time
	 	Valuation Business Days:	 	New York and London
	 	Cash Settlement Payment Date:	 	November 30, 2005



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	 	Business Day Convention for Cash

Settlement Payment Date:	 	Modified Following
	 	Cash Settlement Method:	 	Cash Price
	 	Settlement Rate:	 	Inapplicable
	 	Quotation Rate:	 	Mid
	 	 	 
	4. (a) Early Termination:	 	 
	 	Optional Early Termination:	 	Applicable
	 	Option Style:	 	American
	 	Seller:	 	Counterparty
	 	Buyer:	 	DBAG
	 	Exercise Business Day:	 	New York and London
	 	 	 
	  (b) Procedure for Exercise:	 	 
	 	Commencement Date:	 	March 1, 2006
	 	Expiration Date:	 	30 calendar days preceding March 1, 2011, provided that if such date that would otherwise be the Expiration Date is not an Exercise Business Day, such date shall be adjusted in accordance with the Preceding Business
Day Convention and Business Days for such purpose shall be a day that is an Exercise Business Day.
	 	Earliest Exercise Time:	 	9:00 a.m., New York time
	 	Expiration Time:	 	11:00 a.m. New York time
	 	Optional Early Termination Date:	 	30 calendar days following the Exercise Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
	 	 	 
	  (c) Settlement Terms:	 	 
	 	Cash Settlement:	 	Inapplicable
	 	Special Provisions:	 	In the event that the Exercising Party exercises its Option pursuant to the foregoing terms and conditions, the amounts payable by the parties on the Optional Early Termination Date shall be calculated as if the Optional
Early Termination Date were the final Payment Date for this Transaction. In addition to the Fixed Amount payable by DBAG on the Optional Termination Date, DBAG shall pay a termination fee (a "Termination Fee") determined in accordance with the
attached Exhibit 1. Upon payment of any such amounts no further rights or obligations shall exist between the parties with respect to this Transaction.
	 	 	 
	5. Account Details;	 	 
	 	USD DBAG Payment Instructions:	 	 
	 	Account With:	 	Deutsche Bank AG, New York
	 	SWIFT Code:	 	DEUTUS33
	 	Favor Of:	 	Deutsche Bank AG, New York
	 	Account Number:	 	100440170004



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	 	USD Counterparty Payment Instructions:	 	 
	 	Account With:	 	First Union National Bk, Charlotte
	 	SWIFT Code:	 	PNBPUS33CHA
	 	Favor Of:	 	Young Broadcasting Inc., New York
	 	Account Number:	 	2000000984124
	 	 	 
	6. Offices:	 	 
	The Office of DBAG for this Transaction is New York.
	 	 	 
	7. Calculation Agent:	 	The party specified as such in the Agreement, or if not specified therein, DBAG.




	8.
	Representations



Counterparty,
if it is a nonresident alien individual, foreign corporation, foreign partnership, foreign trust, or foreign estate, represents that it is a foreign person for purposes of US Treasury
regulations relating to information reporting and backup withholding. 


Each
party will be deemed to represent to the other party on the date on which it enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for this Transaction): 



          (i)  Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into
this Transaction and as to whether this Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a recommendation to enter into this Transaction; it being understood that information and explanations related to the
terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received from the other party
shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. 


        (ii)  Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms, conditions and risks of this Transaction. It is also capable of assuming, and assumes, the risks of this Transaction. 



        (iii)  Status of Parties. The other party is not acting as a fiduciary for, or an adviser to it in respect of this
Transaction. 



	9.
	Other Provisions



Each
of the representations, warranties, covenants and events of default contained in each of the Credit Agreements and Second Amended and Restated Credit Agreements, dated as of June 26, 2000,
respectively among Young Broadcasting, Inc., the banks and other financial institutions listed on the
signature pages thereof, Bankers Trust Company, as Administrative Agent for the Lenders and the Issuing Bank thereunder, and First Union National Bank and CIBC World Markets Corp., and Syndication
Agents for the Lenders thereunder (as amended, modified, or supplemented from time to time, the "Credit Agreements") is hereby incorporated into this Confirmation by this reference and made a part to
the same extent as if the Credit Agreements were set forth in full, provided that any reference in such provisions to the Lenders shall be deemed to be a reference to Party A. If for any reason
Bankers Trust Company (or any of its affiliates) ceases to remain a party to such Credit Agreements or if such Credit Agreements should for any reason terminate or if Bankers Trust Company (or any of
its affiliates) shall object to any amendment to the Credit Agreements, such 


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provisions will be incorporated herein as they existed immediately prior to such event. This Transaction shall be deemed to constitute an Interest Rate Protection Agreement as permitted under
Section 5.02(b)(F) of the Credit Agreements. Each such incorporated term will be deemed an agreement or obligation for the purposes of Section 5 (a)(ii) of the ISDA Master
Agreement. 


"The
obligations of the Counterparty to DBAG under this Transaction shall be equally and ratably secured with the Counterparty's obligations to the Lenders under the Credit Agreement pursuant to
Collateral Documents under the Credit Agreements. Such Collateral Document under the Credit Agreements shall be Credit Support Documents for the purposes of the ISDA Master Agreement. If the
Counterparty's obligations to DBAG under this Transaction cease to be equally and ratably secured with the Counterparty's obligations to the Lenders under the Credit Agreements pursuant to the
Collateral Documents, or if any collateral under the Collateral Documents is released at any time when Bankers Trust Company (or any of its Affiliates) is not a party to the Credit Agreements, unless
Party A shall have consented in writing prior to such release, such event will constitute an Additional Termination Event with the Counterparty as the Affected Party." 


        10.  Section 6
of the Agreement is amended by the addition of the following Section 6(f): 




"(f)
Upon the designation of any Early Termination Date, the party that is not the Defaulting Party or Affected Party ("X") may, without prior notice to the Defaulting or Affected Party ("Y"), set off
any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the
sum or obligation) owed by Y to X or any Affiliate of X (the "X Set Off Amount") against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or
not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y (the "Y Set Off Amount"). X will give notice to the
other party of any set off effected under this Section 6(f). 


For
this purpose, either the X Set Off Amount or the Y Set Off Amount (or the relevant portion of such set off amounts) may be converted by X into the currency in which the other set off amount is
denominated at the rate of exchange at which X would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. 


If
a sum or obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the
obligation is ascertained. 





Nothing
in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of
set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise)." 


        11.  Nothwithstanding
the provisions of Section 7 of the Agreement, each party hereto hereby agrees to not unreasonably withhold the right of the other party to
transfer this Transaction. 


        12.  Please
confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile or
e-mail to: 




Attention:
Swap Documentation

Telephone: 1 212 602 2900

Facsimile: 1 212 602 2604

E-mail: Swaps.Docs.Queries@db.com 




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This
message will be the only form of Confirmation dispatched by us. If you wish to exchange hard copy forms of this Confirmation, please contact us. 


Yours
sincerely, 


Deutsche
Bank AG 


By:
/s/  MARISA FLOOD      


Name:    Marisa
Flood

Authorized Signatory 


By:



/s/  KEITH DOREE    

Name: Keith Doree

Authorized Signatory 


Confirmed
as of the date first written above: 


Young
Broadcasting Inc, 


By:
/s/  JAMES A. MORGAN     

Name: James A. Morgan

Title: Exec VP-CFO 


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EXHIBIT 1    
  


        With respect to the Optional Early Termination Date for any Calculation Period falling within the periods set forth below, the Termination Fee shall be calculated
as a percentage of the Notional Amount as set forth opposite the relevant period and underneath the caption Termination Fee, as follows: 



	From and including *`
 
	 	To but excluding*
	 	Termination Fee

	March 1, 2006	 	March 1, 2007	 	5.00%
	March 1, 2007	 	March 1, 2008	 	3.333%
	March 1, 2008	 	March 1, 2009	 	1.667%
	March 1, 2009	 	March 1, 2011	 	0.00%






	*
	All
dates listed above shall not be subject to adjustment in accordance with any Modified Following Business Day Convention 


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EXHIBIT 1