Exhibit
10.1


 


FIRST
AMENDMENT TO CREDIT AGREEMENT


THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (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, as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).


W I T N E
S S E T H


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


WHEREAS, the Borrower,
the Subsidiary Guarantors and the Administrative Agent have entered into that
certain Guaranty Agreement dated May 3, 2005 (as amended, modified, supplemented
or restated from time to time) guaranteeing the Borrower’s Obligations under
the Credit Agreement;


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


WHEREAS, the Majority
Lenders have agreed to such amendments subject to the terms and conditions set
forth herein.


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


ARTICLE I

AMENDMENTS TO CREDIT AGREEMENT


1.1          Amendment
to Section 1.01.   Section 1.01 of the Credit
Agreement shall be amended as follows:


(a)           The
definition of “Base Rate Margin” shall be amended by deleting “1.25%” contained
therein and substituting in its place “1.50%”.


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


(c)           The
following new definitions shall be added:



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“First Amendment” means the First Amendment
to this Agreement, dated as of May 30, 2006, among Borrower, the Subsidiary
Guarantors listed on the signature pages thereto, the Administrative Agent and
the Majority Lenders.


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


1.2          Amendment
to Section 2.08. 
Section 2.08 of the Credit
Agreement shall be amended by adding thereto a new clause (c) as follows:


“(c)         Prepayment Premium.  Upon any optional or mandatory prepayment of
the Term Loans (in whole or in part, including pursuant to a refinancing
thereof) at any time on or prior to the first anniversary of the First
Amendment Closing Date, Borrower shall pay a premium equal to 1.00% of the
principal amount of any such amounts 
optionally or mandatorily prepaid (other than pursuant to scheduled
amortization or with the proceeds from the sale, disposition or other transfer
for value of all or substantially all of the assets or Capital Stock of Young
Broadcasting of San Francisco, Inc. (or any successor(s) thereto)).”


1.3          Amendment
to Section 2.20(a).  Section 2.20(a) of the Credit Agreement shall
be amended by deleting “$50,000,000” contained therein and substituting in its
place “$100,000,000”.


1.4          Amendment
to Section 5.01(i).  Section 5.01(i) of the Credit Agreement shall
be amended by deleting “$35,000,000” contained therein and substituting in its
place “$10,000,000”.


ARTICLE
II

CONDITIONS TO EFFECTIVENEES


2.1          Closing
Conditions.


This Amendment shall become effective as of the date
hereof (the “First Amendment Closing Date”) upon satisfaction of the
following conditions (in form and substance reasonably acceptable to the Administrative
Agent):


(a)           Executed Amendment.  Receipt by the Administrative Agent of a copy
of this Amendment duly executed by each of the Loan Parties and the Majority
Lenders.


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



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ARTICLE
III

COLLATERAL MATTERS


3.1  Post-Closing
Collateral Matters.


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


(a)           with
respect to each Mortgage encumbering Mortgaged Property, an amendment to the
principal amount secured thereby to include the principal amount under the Increase
Joinder dated May 30, 2006 (each a “Mortgage Amendment”) duly executed
and acknowledged by the applicable Loan Party, and in form for recording in the
recording office where each such Mortgage was recorded, together with such
certificates, affidavits, questionnaires or returns as shall be required in
connection with the recording or filing thereof under applicable law, in each
case in form and substance reasonably satisfactory to the Collateral Agent;


(b)           with
respect to each Mortgage Amendment, a copy of the existing mortgage title
insurance policy and an endorsement with respect thereto (collectively, the “Mortgage
Policy”) relating to the Mortgage encumbering such Mortgaged Property assuring
the 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 Collateral
Agent for the benefit of the Secured Parties free and clear of all Liens except
Permitted Liens and those Liens created or permitted by the Credit Agreement and
the Collateral Documents or by the Collateral Agent, and such Mortgage Policy
shall otherwise be in form and substance reasonably satisfactory to the
Collateral Agent;


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



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ARTICLE IV

MISCELLANEOUS


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


4.2          Representations and Warranties of Loan
Parties.  Borrower
represents and warrants as follows:


(a)           It  has full power and authority and the legal
right to make, deliver and perform this Amendment and has taken all necessary
corporate action to authorize the execution, delivery and performance by it of
this Amendment.


(b)           No
Default or Event of Default has occurred and is continuing under the Credit
Agreement.


(c)           This
Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable against such
Person in accordance with its terms, except as such enforcement may be limited
by the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).


(d)           No
authorization, consent, approval or other action by, and no notice to or filing
with any governmental, administrative or judicial authority or regulatory body
is required for the due execution, delivery or performance by such Person of
this Amendment.


(e)           The
representations and warranties made by the Loan Parties in the Loan Documents
are correct on and as of the First Amendment Closing Date as if made on and as
of the First Amendment Closing Date (or, if any such representation or warranty
is expressly stated to have been made as of a specified date, as of such date).


(f)            The
execution, delivery and performance by the Borrower of this Amendment are
within the Borrower’s corporate powers, have been duly authorized by all
necessary corporate action and do not and will not (i) require any consent or
approval of the stockholders, partners or members of the Borrower except such
consents and approvals as shall have been duly obtained and shall be in full
force and effect, (ii) contravene the Borrower’s certificate of incorporation or
by-laws, (iii) violate any law, rule, regulation (including, without
limitation, Regulations T, U and X of the Board of Governors of the Federal
Reserve System), order, writ, judgment, injunction, decree, determination or
award or any contractual restriction binding on or affecting the Borrower, or
any of their respective properties, or (iv) result in or require the creation
or imposition of any mortgage, deed of trust, pledge, lien, security interest
or other charge or encumbrance of any nature (other than pursuant to the Loan
Documents and pursuant to Collateral Documents upon or with respect to any of
the properties now owned or hereafter acquired 



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by the Borrower or any of its Subsidiary
Guarantors).  Neither the Borrower nor
any of the Subsidiary Guarantors is in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award
or restriction.


4.3          Credit Document.  This Amendment shall constitute a Loan
Document under the terms of the Credit Agreement.


4.4          Entirety.  This Amendment and the other Loan Documents
embody the entire agreement between the parties hereto and supersede all prior
agreements and understandings, oral or written, if any, relating to the subject
matter hereof.


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


4.6          GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION.


4.7          Consent to Jurisdiction; Service of
Process; Waiver of Jury Trial.  The jurisdiction, services of process and
waiver of jury trial provisions set forth in Sections 8.06 and 8.11 of the
Credit Agreement are hereby incorporated by reference, mutatis mutandis.



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IN WITNESS WHEREOF the
Borrower and the Majority Lenders have caused this Amendment to be duly
executed on the date first above written.


	
  BORROWER:

  	
  YOUNG BROADCASTING
  INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:                                                                                          

  
	
   

  	
                     Name: 

  
	
   

  	
                     Title:  

  
	
   

  	
   

  



 


[Amendment
Signature Pages]



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  ADMINISTRATIVE AGENT

  AND LENDER:

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION

  as Administrative Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
  By:                                                                                          

  
	
   

  	
                     Name:  

  
	
   

  	
                     Title:    

  
	
   

  	
   

  



 



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  LENDER:

  	
  ______________________

  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:                                                                                          

  
	
   

  	
                     Name:  

  
	
   

  	
                     Title:    

  
	
   

  	
   

  



 



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The Subsidiary
Guarantors acknowledge and consent to all of the terms and conditions of this
Amendment and agree that this Amendment and all documents executed in
connection herewith do not operate to reduce or discharge the Subsidiary
Guarantors’ 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 of
Knoxville, 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 of
Louisiana, Inc., its General Partner


LAT, INC.


WATE, G.P.


By: Young Broadcasting of Knoxville, Inc., its General
Partner


WKRN, G.P.


By: Young Broadcasting of Nashville, LLC, its General
Partner


YBK, INC.


YBT, INC.


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



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