Exhibit
10.2


INCREASE JOINDER


To:                      Wachovia
Bank, National Association as Administrative Agent under the Credit Agreement referred
to below


Dated:    May 30, 2006


Reference is hereby made to the Fourth Amended and
Restated Credit Agreement dated as of May 3, 2005 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), 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, LEHMAN
COMMERCIAL PAPER INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as co-syndication agents, and WACHOVIA CAPITAL MARKETS, LLC,
LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, as joint lead arrangers and joint lead bookrunners.  Terms used herein without definition shall
have the meanings assigned to such terms in the Credit Agreement.


WHEREAS, pursuant to Section 2.20 of the Credit
Agreement, Borrower may from time to time request Incremental Term Loans and
related 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 “Incremental
Term Lender”) has agreed, subject to the terms and conditions set forth
herein and in the Credit Agreement, to make an Incremental Term Loan and
provide 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 related
fees and expenses; and


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


NOW, THEREFORE:


SECTION 1.           Incremental Amendment.


(a)           This
amendment (this “Increase Joinder”) is an Increase Joinder referred to
in Section 2.20 of the Credit Agreement, and Borrower and the Incremental Term
Lender hereby agree and notify you that:


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


(ii)           subject
to 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 upon
Borrower’s request in accordance with Section 2.02 of the Credit Agreement (provided that the Increase Effective Date
shall be the date hereof).  In the event
that all or any portion of the Incremental Term Loan is not borrowed on or
before the date hereof, the unborrowed portion of the Incremental Term Loan
Commitment shall automatically terminate on such date unless the Incremental
Term Lender shall, in its sole discretion, agree to an extension.



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(A)          each
of the conditions set forth in Section 3.02 of the Credit Agreement shall be
satisfied;


(B)           no
Default shall have occurred and be continuing or would result after giving
effect to the making of the Incremental Term Loan and


(C)           Borrower
shall have delivered or caused to be delivered any other certificates, documents
and opinions reasonably requested by the Administrative Agent in connection
with the making of the Incremental Term Loan.


(b)           Each
of the Incremental Term Lender and Borrower hereby agrees that the Incremental
Term Loan made pursuant to this Increase Joinder will be a Term Loan and any
lender with an outstanding Incremental Term Loan will be a Term Lender, in each
case for any and all purposes under the Credit Agreement, and (A) shall rank pari
passu in right of payment and right of security in respect of the Collateral
with the existing Term Loans and (B) shall have the same terms as Term Loans
existing immediately prior to the effectiveness of this Increase Joinder after
giving effect to the First Amendment, except that the Borrower shall make
quarterly principal payments on the Incremental Term Loans in an amount equal
to 0.25% of the aggregate amount of Incremental Term Loans borrowed, payable on
the last Business Day of each quarter, commencing on June 30, 2006.


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


SECTION 2.           Representations,
Warranties and Covenants.  The Borrower
represents, warrants and covenants to the Administrative Agent and to the
Incremental Term Lender that:


(a)           this
Increase Joinder has been duly authorized, executed and delivered by them and
constitutes a legal, valid and binding obligation of each Loan Party party
hereto, enforceable against such Loan Party in accordance with its terms;


(b)           after
giving effect to this Increase Joinder, the representations and warranties set
forth in Article IV of the Credit Agreement and the other Loan Documents will
be true and correct with the same effect as if made on and as of the date
hereof (unless expressly stated to relate to an earlier date, in which case
such representations and warranties shall be true and correct as of such
earlier date); and


(c)           each
of 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 entering
into this Increase Joinder and will be satisfied on the date of borrowing of
the Incremental Term Loan, as applicable.


SECTION 3.           Conditions
to Effectiveness.  This Increase Joinder
shall become effective when:


(a)           the
Administrative Agent shall have received counterparts of this Increase Joinder
that, when taken together, bear the signatures of each Loan Party party hereto
and the Incremental Term Lender;


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



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


SECTION 4.           Roles.  Wachovia Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated shall act as Joint Lead Arrangers and Joint Lead Bookrunners
with respect to this Increase Joinder, but in such capacities shall not have
any 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 IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION. 
SECTION 8.11 OF THE CREDIT AGREEMENT SHALL APPLY TO THIS INCREASE
JOINDER.


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


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


[Signature Page
Follows]



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IN WITNESS WHEREOF, the parties hereto have caused
this Increase Joinder to be duly executed by their authorized officers as of
the 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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