10-K

UNITED STATES
Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

For Annual and Transition Reports Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934

þ  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004

or

¨  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______________ to ________________.

Commission file number: 001-31311	Commission File Number: 000-25206
LIN TV Corp.	LIN Television Corporation
(Exact name of registrant as specified in its charter)	(Exact name of registrant as specified in its charter)
Delaware	Delaware
(State or other jurisdiction of	(State or other jurisdiction of
incorporation or organization)	incorporation or organization)
05-0501252	13-3581627
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)

Four Richmond Square, Suite 200, Providence, Rhode Island 02906
(Address of principal executive offices)

(401) 454-2880
(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of each class	Name of each exchange on which registered
Common stock, par value $0.01 per share	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form. þ

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o

The aggregate market value of the voting and non-voting common equity held by non-affiliates (based on the last reported sale price of the registrant’s class A common stock on June 30, 2004 on the New York Stock Exchange) was approximately $568.3 million.

NOTE:

This combined Form 10-K is separately filed by LIN TV Corp. and LIN Television Corporation. LIN Television Corporation meets the conditions set forth in general instruction I(1) (a) and (b) of Form 10-K and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.

LIN TV Corp. Class A common stock, $0.01 par value, issued and outstanding at March 10, 2005: 27,075,663 shares.

LIN TV Corp. Class B common stock, $0.01 par value, issued and outstanding at March 10, 2005: 23,502,059 shares.

LIN TV Corp. Class C common stock, $0.01 par value, issued and outstanding at March 10, 2005: 2 shares.

LIN Television Corporation common stock, $0.01 par value, issued and outstanding at March 10, 2005; 1,000 shares.

Table of Contents

Part I
Item 1. Business	1
Item 2. Properties	17
Item 3. Legal Proceedings	17
Item 4. Submission of Matters to a Vote of Security Holders	17
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6. Selected Financial Data	18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	45
Item 8. Financial Statements and Supplementary Data	46
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A. Controls and Procedures	46
Item 9B. Other Information	46
Part III
Item 10. Directors and Executive Officers of the Registrant	46
Item 11. Executive Compensation	47
Item 12. Security Ownership of Certain Beneficial Owners and Management	47
Item 13. Certain Relationships and Related Transactions	47
Item 14. Principal Accountant Fees and Services	47
Part IV
Item 15. Exhibits and Financial Statement Schedules	47
Schedule I. Condensed Financial Information of the Registrant	F-70
LIN Television Corporation Supplemental Benefit Retirement Plan (As Amended)
Nonqualified Stock Option Letter Agreement - Gary R. Chapman
Nonqualified Stock Option Letter Agreement - Paul Karpowicz
Nonqualified Stock Option Letter Agreement - Gregory M. Schmidt
Nonqualified Stock Option Letter Agreement - Peter E. Maloney
Summary of Executive Compensation Arrangements
Credit Agreement
Subsidiaries
Consent of PricewaterhouseCoopers LLP
Consent of PricewaterhouseCoopers LLP
Consent of KPMG LLP for Station Venture Holdings, LLC
Certification Pursuant to Section 302 - CEO
Certification Pursuant to Section 302 - CFO
Certification Pursuant to Section 302 - CEO
Certification Pursuant to Section 302 - CFO
Certification Pursuant to Section 906 - CEO & CFO
Certification Pursuant to Section 906 - CEO & CFO

PART I

Item 1. Business:

Overview

We are an independent television station owner and operator with stations located in the United States and Puerto Rico. At December 31, 2004, our stations covered approximately 8.1% of U.S. television households including Puerto Rico, ranking us one of the largest broadcast television companies. We own or operate 23 stations, including two stations pursuant to local marketing agreements (see description of these agreements on page 8) and three low-power stations; in addition, we have equity investments in five other stations. Our stations are primarily located in the top 100 markets.

We provide free, over-the-air broadcasts of our programming 24 hours per day to the communities we are licensed to serve. We are committed to serve the public interest by providing free daily local news coverage, public service announcements and provide political advertising time to candidates.

We seek to have the largest local television presence in each of our local markets by combining strong network and syndicated programming with leading local news, and by using our multi-channel strategy. This multi-channel strategy enables us to increase our audience share by operating multiple stations in the same market. We currently operate multiple stations in seven of our local markets. Our focus is to continue to enhance our existing and acquired television stations by applying our expertise in technology, sales and news research.

All our stations in the United States are affiliated with one of the national television networks: ABC, CBS, NBC, FOX, UPN, WB, Telefutura or Univision. In Puerto Rico, our primary station broadcasts mostly locally-produced entertainment and news programming, and our second station broadcasts MTV Puerto Rico, which we jointly produce with MTV. We also utilize our locally-produced programming on WAPA America, a U.S. Spanish-language programming service we launched in 2004.

Our management team is recognized as an industry leader. Our senior management team, led by Gary Chapman, Chairman, President and Chief Executive Officer has, on average, more than 25 years of experience in the television industry. Our management team has successfully identified and implemented numerous innovative business strategies, including pioneering the multi-channel strategy, which has allowed us to expand our television viewing audience in our local markets.

LIN TV Corp. was incorporated on February 11, 1998, and LIN Television Corporation, a wholly-owned subsidiary of LIN TV Corp., was incorporated on June 18, 1990. Our corporate offices are at Four Richmond Square, Providence, Rhode Island.

History of losses

We had net losses of $90.4 million and $47.2 million for the years ended December 31, 2003 and 2002, respectively, primarily as a result of the amortization and impairment of intangible assets and debt service obligations. In addition, as of December 31, 2004, we had an accumulated deficit of $201.8 million. As of December 31, 2004, we had $632.8 million of total debt.

Development of Our Business

Ownership and Organizational Structure

LIN Television Corporation has owned and operated television stations since 1966. A group of investors, led by Hicks, Muse, Tate & Furst Incorporated (“Hicks Muse”), acquired LIN Television Corporation in March of 1998. On May 3, 2002, LIN TV Corp., the parent of LIN Television Corporation, completed its initial public offering and began trading its class A common stock on the New York Stock Exchange.

LIN TV Corp. amended its corporate charter to create three classes of common stock in connection with this initial public offering. The class A common stock and the class C common stock are both voting common stock with the class C common stock controlling 70% of LIN TV’s voting rights. The class B common stock has no voting rights, except that without consent of a majority of the class B common stock, we cannot enter into a wide range of corporate transactions.

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This equity structure allowed us to issue voting stock while preserving the pre-existing ownership structure in which the class B stockholders were not deemed to have an attributable ownership interest in our television broadcast licenses pursuant to the rules of the Federal Communications Commission (“FCC”).

The following diagram summarizes our organizational structure as of December 31, 2004:

All of the shares of LIN TV’s class B common stock are held by affiliates of Hicks Muse or former affiliates of Hicks Muse. The class B common stock is convertible into class A common stock or class C common stock in various circumstances. The class C common stock is also convertible into class A common stock in certain circumstances. If affiliates of Hicks Muse converted their shares of class B common stock into shares of class A common stock and the shares of class C common stock were converted to shares of class A common stock as of December 31, 2004, the holders of the converted shares of class C common stock would own less than 0.01% of the total outstanding shares of class A common stock and resulting voting power, and the affiliates of Hicks Muse would own 46.6% of the total outstanding shares of class A common stock and resulting voting power.

Hicks Muse has advised us that it has no current intention of converting its shares of class B common stock into shares of class A voting common stock or shares of class C voting common stock. Hicks Muse has further advised us that it currently believes it would consider converting its shares of class B common stock to shares of class A voting common stock if the legal requirements limiting ownership interests in broadcast businesses changed to permit Hicks Muse to convert its shares into shares of class A voting common stock or if Hicks Muse disposes of its other broadcast business interests that currently prevent them from converting its shares into shares of our class A voting common stock.

Our television stations

We operate 23 stations, including two stations pursuant to local marketing agreements and three low-power stations, and have equity investments in five other stations. The following table lists the stations that we either operate or in which we have an equity investment:

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Market

DMA Rank

Station

Affiliation

Analog

Digital

Status (2)

FCC license

(1)

Channel

Channel

expiration

Owned and operated:

Indianapolis, IN

25

WISH-TV

CBS

8

9

8/1/2005

WIIH-CA

Univision

17

17

8/1/2005

Hartford-New Haven, CT

27

WTNH-TV

ABC

8

10

4/1/2007

WCTX-TV

UPN

59

39

4/1/2007

Grand Rapids-Kalamazoo-Battle Creek, MI

38

WOOD-TV

NBC

8

7

10/1/2005

WOTV-TV

ABC

41

20

10/1/2005

WXSP-CA

UPN

Various

Various

10/1/2005

Norfolk-Portsmouth-Newport News, VA

41

WAVY-TV

NBC

10

31

10/1/2004

(4)

WVBT-TV

FOX

43

29

10/1/2004

(4)

Buffalo, NY

46

WIVB-TV

CBS

4

39

6/1/2007

WNLO-TV

UPN

23

32

6/1/2007

Providence, RI-New Bedford, MA

49

WPRI-TV

CBS

12

13

4/1/2007

WNAC-TV

FOX

64

54

LMA

4/1/2007

Austin, TX

54

KXAN-TV

(3)

NBC

36

21

8/1/2006

KNVA-TV

WB

54

49

LMA

8/1/2006

KBVO-CA

Telefutura

Various

Various

8/1/2006

Dayton, OH

56

WDTN-TV

NBC

2

50

10/1/2005

Toledo, OH

70

WUPW-TV

FOX

36

46

10/1/2005

Fort Wayne, IN

104

WANE-TV

CBS

15

31

8/1/2005

Springfield-Holyoke, MA

106

WWLP-TV

NBC

22

11

4/1/2007

Lafayette, IN

186

WLFI-TV

CBS

18

11

8/1/2005

San Juan, PR

—

WAPA-TV

(3)

IND

4

27

2/1/2005

WJPX-TV

(3)

IND

24

21

2/1/2005

Operated by WAND (TV) Partnership

Champaign-Springfield-Decatur, IL

82

WAND-TV

ABC

17

18

JV

12/1/2005

Operated by Banks Broadcasting, Inc.

Wichita, KS

66

KWCV-TV

WB

33

31

JV

6/1/2006

Boise, ID

122

KNIN-TV

UPN

9

10

JV

10/1/2006

Operated Under NBC Joint Venture

Dallas-Forth Worth, TX

7

KXAS-TV

NBC

5

41

JV

8/1/2006

San Diego, CA

26

KNSD-TV

NBC

39

40

JV

6/1/2006

(1)	Designated Market Area (“DMA”) rank estimates are taken from Nielsen Media Research (“Nielsen”) Local Universe Estimates for the 2004-2005 Broadcast Season, September 20, 2004. There are 210 DMAs in the United States.
(2)	All of our stations are owned and operated except for those stations noted as “LMA” which indicates stations to which we provide services under a local marketing agreement (see description of these agreements on page 8) and noted as “JV” which indicates a station owned and operated by a joint venture in which we are a party.
(3)	KXAN-TV includes a satellite station KXAM-TV. WAPA-TV includes two satellite stations, WTIN-TV and WNJX-TV. WJPX-TV includes three satellite stations, WIRS-TV, WJWN-TV and WKPV-TV. We own and operate all of these satellite stations, which broadcast identical programming to the primary station.
(4)	License renewal applications have been filed with the FCC and are currently pending for WAVY-TV and WVBT-TV. We expect these renewals to be granted during the first half of 2005.

We have a 33.3% interest in WAND (TV) Partnership with Block Communications, Inc., which owns and operates WAND-TV, an ABC affiliate in Decatur, Illinois. We provide ongoing management oversight to the partnership, including engineering and cash management services, pursuant to a management services agreement with the partnership for a fixed annual fee. During the year ended December 31, 2004, the partnership had $6.6 million in revenue and did not distribute any cash to us. The partnership has no outstanding significant debt obligations and the partners have not provided a guarantee to the partnership.

We also hold a 50% non-voting equity interest in Banks Broadcasting, Inc. (“Banks Broadcasting”), which owns and operates KWCV-TV, a WB affiliate in Wichita, Kansas, and KNIN-TV, a UPN affiliate in Boise,

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Idaho. We provide cash management, accounting and engineering support services to Banks Broadcasting in exchange for a fixed annual fee pursuant to a management services agreement with Banks Broadcasting. In addition, we provide 50% of the capital contributions that are required to fund capital expenditures for property, plant and equipment and for any working capital shortfalls that are incurred by Banks Broadcasting. During the year ended December 31, 2004, Banks Broadcasting generated $4.8 million of revenue and did not distribute any cash to us. Effective March 31, 2004, we began accounting for our investment in Banks Broadcasting under FASB Interpretation No. 46 (“FIN 46R”) “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” which requires us to consolidate Banks Broadcasting in our financial statements.

We also have a 20% equity interest, and NBC Universal (“NBC”), a subsidiary of General Electric Company, holds the remaining 80% interest, in a joint venture, which is a limited partner in a venture that owns television stations KXAS-TV, an NBC affiliate in Dallas, Texas and KNSD-TV, an NBC affiliate in San Diego, California. NBC is the general partner of the venture and operates the two stations pursuant to a management agreement. General Electric Capital Corporation, another subsidiary of General Electric Company, provided debt financing for the joint venture in the form of an $815.5 million, 25-year non-amortizing senior secured note bearing an interest rate of 8.0% per annum (“GECC Note”). We expect that the interest payments on the GECC Note will be serviced solely by the cash flow of the joint venture. All cash generated by the joint venture and available for distribution will be distributed to us and NBC based on our respective equity interests. During the year ended December 31, 2004, the venture generated $104.3 million of revenue and $7.9 million of cash was distributed to us.

We own and operate 25 low-power broadcast television stations in various local markets. These low-power broadcast television stations are licensed by the FCC to provide service to substantially smaller areas than those of full-power stations. In three of our markets, we have affiliated our group of low-power broadcast television stations, which together cover substantially all of the local market, with a national television network and operate each of these station groups within a local market as if it was one station. Our remaining low-power television stations are used to extend the coverage of our network-affiliated full-power television stations.

Developments of business in 2004

WIRS-TV. On January 14, 2004, we acquired the broadcast license and certain assets of WIRS-TV, serving Yauco, Puerto Rico, for a total purchase price of $4.5 million.

WTIN-TV. On May 6, 2004, we acquired the broadcast license and certain assets of WTIN-TV, serving Ponce, Puerto Rico, for a total purchase price of $4.9 million.

WEYI-TV. On May 14, 2004, we completed the sale of the broadcast license and certain operating assets of WEYI-TV, the NBC affiliate serving Flint, Michigan, for $24.0 million. The loss on sale and operating results of this station are excluded from continuing operations and included in discontinued operations for all periods presented.

Subsequent Developments

WNDY-TV and WWHO-TV. On February 9, 2005, we entered into a definitive agreement to acquire WNDY, the UPN affiliate serving Indianapolis, Indiana, and WWHO, the UPN affiliate serving Columbus, Ohio from Viacom, Inc. for $85.0 million in cash, which will be funded by a combination of cash on hand and proceeds from our senior credit facility. We expect to complete the acquisition of these stations during the first half of 2005.

On January 28, 2005, we closed on an offering of $175 million in aggregate principal amount of 6¹/2% Senior Subordinated Notes due 2013. These notes were an add-on to an existing indenture we issued in May 2003 for $200 million in aggregate principal amount of 6¹/2% Senior Subordinated Notes due 2013. The proceeds from the January 2005 offering were used to retire $166.4 million principal amount of our 8% Senior Notes due 2008.

On March 11, 2005, we replaced our senior credit facility. Under this new facility, we obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on our existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV, during the first half of 2005. We are required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively. The new facility contains covenants similar to that of the old facility.

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Description of Our Business

Strategy

We seek to increase our cash flow through increasing audience viewership of our television stations, increasing our share of advertising revenues and the continued implementation of effective cost controls. In addition, we seek growth through acquisitions and other initiatives. The principal components of this strategy are to:

•	Create and Maintain Local News Franchises. We operate the number one or number two local news station in 91% of our markets and generated 34% of our advertising revenues from our local news programming in 2004. We have been recognized for our local news expertise and have won many awards, including the Radio-Television News Directors Association, Edward R. Murrow award for excellence in journalism and numerous local and regional awards such as Associated Press awards and Emmys. We believe that successful local news programming is an important element in attracting local advertising revenue. In addition, news audiences serve as strong lead-ins for other programming and help create a strong local station brand in the communities in which we operate.
•	Expand our Multi-Channel Strategy to other Markets. As a pioneer in the multi-channel strategy, we have expanded our presence in our local markets through acquiring a second station, operating a second station through a local marketing agreement, acquiring low-power television stations, creating local cable weather channels or joint sales agreements. Our multi-channel strategy allows us to realize significant cost savings by consolidating engineering and back office functions.
•	Capitalize on Strong Network Relationships and Programming to Diversify our Audience. We have stations affiliated with eight networks: NBC, CBS, ABC, FOX, WB, UPN, Telefutura and Univision. These network affiliations provide our stations with competitive entertainment programming, strong national news programming and high-profile sports events.
•	Capture Revenue Share. We have generally captured revenue share greater than our audience share. Given our strong local news and sales expertise, we seek to continue to convert our audience share into a disproportionate share of advertising revenues. In 2004 we generated 76% of our advertising revenues from local sales.
•	Expand our Regional Television Hubs. We operate regional television station hubs that have centralized engineering and back office operations for multiple stations at a single location. In Indianapolis, Indiana and Springfield, Massachusetts, we service nine stations and six stations, respectively.
•	Maintain Strict Cost Controls. We have achieved operating efficiencies by applying scale in the purchase of programming, capital equipment and vendor services, and by reducing our workforce through the implementation of our regional hub strategy and automation efficiencies.
•	Expand Through Selective Acquisitions. We seek to grow through acquisitions, mergers and station swaps. We target opportunities where we can leverage our ability to establish a leading news franchise, create additional multi-channel markets, add additional stations to one of our regional hubs and reduce costs. Overall, we have been successful in increasing operating results of acquired stations by applying our operating strategies.
•	Develop New Business Initiatives. We continue to use our stations to create new revenue streams. We launched WAPA America in 2004, a national Spanish-language program service that is now carried by a satellite program provider and is expected to be carried by various cable systems in the United States. This service, which uses the news and entertainment programming produced by our Puerto Rico station, has the potential of reaching the entire US including approximately 1.4 million Puerto Rican television households in the United States.
	We also launched in 2004 MTV Puerto Rico on our second station in Puerto Rico. This program service is a joint program venture with MTV and targets a younger viewing audience that was under-served by other television stations in the Puerto Rico market.
	In addition, our stations continue to grow their local Internet presence by providing weather, news and information to each of our local markets.

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Principal sources of revenue

Time sales (television advertising)

Net time sales, advertising sold in our local news, network and syndicated programming, represent approximately 92% of our total net revenues for each of the years ended December 31, 2004, 2003 and 2002. Advertising rates are based upon a variety of factors, including:

•   size and demographic makeup of the market served by the television station

•   program’s popularity among television viewers

•   number of advertisers competing for the available time

•   availability of alternative advertising media in the station’s market area

•   our station’s overall ability to attract viewers in its market area

•   our station’s ability to attract viewers among particular demographic groups that an advertiser may be targeting

•   effectiveness of our sales force

Local television markets are defined by A.C. Nielsen, an audience measurement service used by the television industry. Nielsen currently divides the United States into approximately 210 Designated Market Areas (“DMAs”) and samples television audience viewing using electronic viewing devices or meters and viewing diaries. Nielsen publishes an audience viewing report for each DMA for the months of February, May, July and November that includes the estimated television audiences for each local station and cable television networks. In addition, larger television markets, where the audience is measured by electronic meters, receive daily audience reports from Nielsen.

Network compensation

The three oldest networks, ABC, CBS and NBC, have historically made cash compensation payments for our carriage of their network programming. The newer networks, such as FOX, WB and UPN, provide less network programming, pay no network compensation and in some instances require us to pay network compensation. However, these newer networks provide the affiliated stations more advertising inventory to sell than traditional networks.

The traditional broadcast networks recently have renewed or extended many of their affiliation agreements contingent upon reduction or elimination of compensation payments because of increased cost of network programming as a result of competition from subscription-based cable networks.

Barter revenues

We occasionally barter our unsold advertising inventory for goods and services that are required to operate our television stations and acquire certain syndication programming by providing a portion of the available advertising inventory within the program, in lieu of cash payments.

Other revenues

We receive other revenues from sources such as selling advertising on our stations’ Internet websites, renting space on our television towers, renting our production facilities and providing television production services.

Sources and availability of programming

We program our television stations from the following program sources:

•   Locally produced news and general entertainment programming that is produced by our local television stations.

•   Network programming.

•   Syndication programming: off-network programs, such as “Friends” or “Seinfeld”, and first-run programs, such as “Oprah” or “Wheel of Fortune”.

•   Paid programming: third party arrangements where a third party pays our stations for a block of time, generally in one half or one hour time periods to air long-form advertising or “infomercials”.

•   Local Weather Station: we program a local 24-hour weather channel to local cable systems in certain of our television markets.

Locally produced news and general entertainment programming

We produce 420 hours of local news programming per week across all of our stations and carry local news on all but three of our stations. We believe that successful local news programming is an important element

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in attracting local advertising revenues. In addition, news audiences have had historically high ratings and strong viewership, serve as strong lead-ins for other programming and creates a strong local station brand within the local community. Local news programming also allows us greater control over our programming costs.

We produce weekly 24 hours of local entertainment programs in addition to 47 hours of local news for our stations in Puerto Rico. These programs generate 31% of the station’s revenues and are number one to two in their time periods. In addition, these locally produced programs are key programs for WAPA America, which we launched in 2004.

Network programming

All our US stations are affiliated with one of the national television networks. The network affiliation agreements provide a local station exclusive rights and an obligation, subject to certain limited preemption rights, to carry the network programming. While the networks retain most of the advertising time within their programs for their own use, the local station has the right to sell a limited amount of advertising time within the network programs as well. Other time periods, which are not programmed by the networks, are programmed by the local station, for which the local station retains all of the advertising revenues.

The programming strength of a particular national television network may affect a local station’s competitive position. Our stations, however, are diversified among the major and emerging networks, reducing the potential impact of any one network’s performance. We believe that national television network affiliations remain an efficient means of obtaining competitive programming, both for established stations with strong local news franchises and for newer stations with greater programming needs.

Our stations generate on average 28% of their total revenue from the sale of advertising within network programming. Our stations that are affiliated with the traditional broadcast networks generate a higher percentage of revenue from the sale of advertising within network programming than stations affiliated with emerging networks.

Our affiliation agreements have terms of up to 10 years, with scheduled expiration dates ranging from September 4, 2005 to December 31, 2010. A chart listing the expiration dates of each of our network affiliation agreements is given below. Typically, these agreements either contain automatic extensions or are renewed upon their expiration dates. These agreements are subject to earlier termination by the networks under specified circumstances, including a change of control of our company, which would generally result from the acquisition of 50% of the voting rights of our company. For further information, see “Risks Related to Our Business: The loss of network affiliation agreements could materially and adversely affect the results of operations.”

Syndicated programming

We acquire the rights to programs for time periods in which we do not air our local news programs or network programs. These programs generally include reruns of current or former network programs, such as “Everybody Loves Raymond” or “Seinfeld”, and for first-run syndication programs, such as “Oprah”, “Judge Judy” or “Wheel of Fortune”. We pay cash for these programs or exchange advertising time within the program for the cost of the program rights. We compete with other local television stations to acquire these programs, which has caused the cost of program rights to increase over time. In addition, a television viewer can now choose to watch many of these programs on national cable networks or purchase these programs on DVDs, resulting in a further fragmentation of our local television audience.

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Status of our network affiliations (owned and operated stations)
					Weekly Hours	Weekly Hours of
		DMA			of Network	Local News	Contract End
Network	DMA	Rank	Station		Programming	Programming	Date
NBC	Grand Rapids-Kalamazoo-Battle Creek, MI	38	WOOD-TV		94	29.5		12/31/2010
	Norfolk-Portsmouth-Newport News, VA	41	WAVY-TV		83	31.5		12/31/2010
	Austin, TX	54	KXAN-TV	(1)	83	27.5		12/31/2010
	Springfield-Holyoke, MA	106	WWLP-TV		96	31.0		12/31/2010
	Dayton, OH	56	WDTN-TV		78	33.5		(2)
CBS	Indianapolis, IN	25	WISH-TV		88	36.9		12/31/2005
	Buffalo, NY	46	WIVB-TV		83	33.2		12/31/2005
	Providence, RI-New Bedford, MA	49	WPRI-TV		85	26.5		6/30/2006
	Fort Wayne, IN	104	WANE-TV		90	23.8		12/31/2005
	Lafayette, IN	186	WLFI-TV		100	22.5		12/31/2007
ABC	Hartford-New Haven, CT	27	WTNH-TV		91	34.2		9/4/2005
	Grand Rapids-Kalamazoo-Battle Creek, MI	38	WOTV-TV		85	(3)		9/4/2005
Fox	Norfolk-Portsmouth-Newport News, VA	41	WVBT-TV		21	7.0		8/30/2008
	Providence, RI-New Bedford, MA	48	WNAC-TV		21	11.5		(2)
	Toledo, OH	70	WUPW-TV		21	8.5		(2)
UPN	Hartford-New Haven, CT	27	WCTX-TV		13	3.5		1/15/2006
	Grand Rapids-Kalamazoo-Battle Creek, MI	38	WXSP-CA		13	(3)		12/31/2005
	Buffalo, NY	44	WNLO-TV		15	5.5		12/31/2005
WB	Austin, TX	54	KNVA-TV		29	2.5		8/1/2006
Telefutura	Austin, TX	54	KBVO-CA		165	—		(2)
Univision	Indianapolis, IN	25	WIIH-LP		163	4.6		12/31/2005

(1)	KXAN-TV includes a satellite station KXAM-TV. Satellite stations broadcast identical programming to the primary station.
(2)	Affiliation agreements are currently being negotiated and we believe that we will be able to conclude an agreement with each of these networks.
(3)	WOTV-TV and WXSP-CA simulcast 24.5 hours and 2.5 hours, respectively, of locally produced news from WOOD-TV.

Distribution of programming

The programming broadcast on our television stations can reach the television audience by one or more of the following distribution systems:

•   Full-power television stations

•   Low-power television stations

•   Cable television

•   Direct broadcast satellite

Full-power television stations

We own and operate 8 VHF full-power television stations that operate on the over-the-air channels 2 through 13, and 15 UHF full-power television stations that operate on the over-the-air channels 14 through 69. Our full-power television stations generate 94% of our net revenue, including two stations operated under local marketing agreements that contribute 5% of our net revenue.

These two LMA stations are not owned by us and we are required to pay fixed annual fees to the owners of the FCC television licenses. We incur programming, operating costs and the capital expenditures related to the operation of these stations and retain all advertising revenues. In the two local markets where these stations are located, we own and operate another station. These local marketing agreement stations are an important part of our multi-channel strategy. We also have purchase options to acquire both these stations.

We have furthered our multi-channel strategy through joint sales agreements with two stations owned by Paxson Communications that are affiliated with the PAX network: WZPX-TV in Grand Rapids, Michigan, and WPXV-TV in Norfolk, Virginia. Under these agreements we provide primarily our sales and marketing expertise in exchange for reimbursement of certain costs and a share of the advertising revenues.

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See “Government Regulation of the Television Industry” for a discussion of regulatory issues facing the commercial television broadcasting industry. See “Our television stations” above for a listing of our full-power television stations.

Low-power television stations

We own and operate 25 low-power broadcast television stations in various local markets. These low-power broadcast television stations are licensed by the FCC to provide service to substantially smaller areas than those of full-power stations. In three of our markets, we have affiliated our group of low-power broadcast television stations, which together cover substantially all of the local market, with a national television network, and operate each of these station groups within a local market as if it was one station. Our remaining low-power television stations are used to extend the coverage of our network-affiliated full-power television stations.

Cable television and direct broadcast satellite

Cable systems and direct broadcast satellite providers currently provide program services to approximately 88% of total US television households with cable systems serving 68% and direct satellite serving 20% of total television households. As a result, cable and satellite systems are not only our primary competitors, but the primary way our television audience views our television stations. We have carriage agreements with over 1,000 cable systems and the two major direct broadcast satellite providers. These agreements fall into two different types of agreements: “must-carry retransmission agreements”, which are based on FCC rules that require cable and satellite systems to carry, without a fee, the signals of our local broadcast television stations within the local market; and “retransmission agreements” that provide carriage of the signal of our broadcast television stations in addition to other compensation such as cash payments for the primary television signal, cash payments for the carriage of a local weather cable channel provided by our stations, carriage of our low-power television stations, enhanced channel placement, advertising purchases, and joint promotional activities. The cash compensation received from these agreements is not material to our operating results. In a few instances, our stations have not been carried on one or more cable systems for periods ranging from a few days to two years.

We are required to make must-carry retransmission consent elections every three years, with the next election to be made by October 1, 2005, to become effective January 1, 2006

Seasonality of our business

Our advertising revenues are generally highest in the second and fourth quarters of each fiscal year, due generally to increases in retail advertising in the period leading up to and including the holiday season and active advertising in the spring. Our operating results are similarly affected by the fluctuations in our revenue cycle. In addition, advertising revenues are generally higher in even-numbered years (i.e., 2000, 2002, 2004) due to additional revenue associated with Olympic broadcasts and during election years due to spending by political candidates.

The broadcast television industry is cyclical in nature, being affected by prevailing economic conditions. Since we rely on sales of advertising time for substantially all of our revenues, our operating results are sensitive to general economic conditions and regional conditions in each of the local market areas in which our stations operate.

Dependence on a single customer category

We are also dependent to a significant degree on automotive-related advertising. Approximately 27%, 25% and 22% of our total net revenues for the years ended December 31, 2004, 2003 and 2002, respectively, consisted of automotive advertising. A significant decrease in these advertising revenues in the future could materially and adversely affect our results of operations.

Digital transition of our stations

The industry, in the process of converting from analog to digital signal transmission, has been granted a second channel by the FCC on which to initiate digital operations because traditional television receivers cannot receive digital transmissions. In the next several years, Congress and the FCC are expected to determine the date on which analog transmissions will cease, with proposals ranging from 2006 to the indefinite future.

As of December 31, 2004, we have successfully converted all of our full-power stations which we own and operate to digital.

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Competitive conditions in the television industry

Competition in the television industry has increased significantly over the last ten years. The television broadcast industry has become highly competitive over the past ten years as a result of new technologies and new program distribution systems. Local cable systems now compete for advertising dollars, which were generally exclusive to local television stations, and offer television viewers hundreds of program choices. In some of our local markets, we compete directly against local broadcast stations and cable systems that are owned by one of the major media companies that have greater financial and programming resources than we do. The chart below illustrates some of the competitive forces that we face in terms of audience, programming and advertising revenues.

	Competition for advertising
Competition for viewing time	revenues	Competition for programming
Other local television stations	Other local television stations	Other local television stations
Cable television networks	Cable television networks	Cable television networks
Local cable systems	Local cable systems
Satellite program providers	Local radio stations
Internet	Local newspapers
Game systems (i.e. Playstation)	Outdoor advertising
DVDs

The television broadcast industry is undergoing a period of consolidation and significant technological change. Many of our current and potential competitors have significantly greater financial, marketing, programming and broadcasting resources than we do. We believe, however, that our local news programming, network affiliations and sales resource management have enabled us to compete effectively in our markets. Nonetheless, our strategy may not continue to be effective and the introduction of new competitors for television audiences could have a material effect on our financial performance.

Industry Involvement

Our management group is recognized as an industry leader and takes an active role in a wide range of industry organizations. Gary R. Chapman, our Chairman, President and Chief Executive Officer, is currently the chairman of the Association for Maximum Service Television, an organization that has a key role in the transition of our industry from analog to digital television. Mr. Chapman is also currently co-chairing an industry group to create a new broadcast indecency standard, an important issue confronting our industry. Mr. Chapman has served in the past as the chairman of the National Association of Broadcasters and has served on the boards of several other major television industry groups. Other members of our management group and station personnel are serving on various industry committees and network affiliation organizations and have won numerous awards for excellence in news and community-issue programming.

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Government Regulation of the Television Industry

Overview of Regulatory Issues

The ownership, operation and sale of television stations are subject to the jurisdiction of the FCC by authority granted it under the Communications Act. Matters subject to FCC oversight include, but are not limited to:

•   allocating frequency bands to broadcast television, allotting specific channels (frequencies) to specific cities, and approving the location, operating power and types of transmission of each television station;

•   establishing limits on the number of television stations which may be owned nationally and in each local market either separately or in conjunction with other media;

•   establishing eligibility criteria for ownership of broadcast television station licenses and approving license renewals and transfers;

•   enforcing various broadcast programming content laws or regulations including those barring or restricting obscene or indecent content, mandating children’s educational programming and regulating advertising directed at children;

•   overseeing certain broadcast health and employment regulations; and

•   imposing penalties, including fines or license revocations, upon a licensee of a television station for violations of the Communications Act and the FCC’s rules and regulations.

License renewal, assignment and transfer of broadcast licenses

Television broadcast licenses are granted for a maximum term of eight years and are subject to renewal upon application to the FCC. The FCC prohibits the assignment of a license or the transfer of control of a broadcast licensee without prior FCC approval. In determining whether to grant or renew a broadcast license, the FCC considers a number of factors pertaining to the applicant, including compliance with a variety of ownership limitations and compliance with character and technical standards. During certain limited periods when a renewal application is pending, petitions to deny a license renewal may be filed by interested parties, including members of the public. The FCC must grant the renewal application if it finds that the incumbent has served the public interest and has not committed any serious violation of FCC requirements. If the incumbent fails to meet that standard, and if it does not show other mitigating factors warranting a lesser sanction, the FCC has authority to deny the renewal application. We are in good standing with respect to each of our FCC licenses. Our licenses expire between 2004 and 2007 and we expect to renew each of these licenses but we make no assurance that we will be able to do so. Certain of our licenses have pending applications for renewal that we expect to be renewed during the first half of 2005.

Regulation of ownership of broadcast licenses

On a national level, FCC rules generally prevent an entity or individual from having an “attributable” interest in television stations with an aggregate audience reach in excess of 39% of all U.S. households. For this purpose only, 50% of the television households in a market are counted towards the 39% national restriction if the station in that market is a UHF station. The percentage of all U.S. households that our stations reach is below 10%.

On the local level, the FCC’s “duopoly” rule prohibits or restricts attributable interests in two or more television stations in the same local market. The rule permits ownership of two television stations in a local market under certain circumstances, primarily where a party is seeking to combine two stations if at least one of the stations is not among the top four in audience and there are at least eight post-merger independently owned television operations. Waivers of the rule are also available where one of the stations has failed, is failing or is unbuilt. Local marketing agreements are considered equivalent to ownership for purposes of the local ownership rules and thus permissible only where ownership is permissible. The FCC has grandfathered otherwise ineligible television local marketing agreements entered into prior to November 5, 1996, until at least after the conclusion of a rulemaking, to be initiated at a date yet to be determined, examining whether it would be in the public interest to permit such combinations to continue. Grandfathered political advertising and imposes significant reporting and other burdens on political advertising.

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local marketing agreements can be freely transferred during the grandfather period, but dual licenses may be transferred only where the two-station combination continues to qualify under the duopoly rule.

We have acquired three of the stations that we had operated previously through a local marketing agreement. Two markets, Grand Rapids-Kalamazoo-Battle Creek, Michigan and Norfolk-Portsmouth-Newport News, Virginia satisfied the requirement for a sufficient number of post-merger independently owned television stations and did not require waivers of the duopoly rule for conversion to ownership or subsequent transferability. The station in New Haven, Connecticut, applied for and was granted an unbuilt station duopoly waiver. A subsequent transfer of the duopoly in New Haven may require a waiver if no additional independent stations initiate operations. Eligibility for a waiver will depend upon the station’s future performance. In the event that the FCC determines that the grandfathered local marketing agreement in Austin, Texas, is ineligible for conversion to full ownership, we have the right to assign our purchase option to a third party and we believe we can arrange a suitable disposition, including alternative non-attributable operating arrangements with such a party, such as a more limited programming and services agreement or joint sales agreement, which will not be materially less favorable to us than the current local marketing agreement. However, the rules may not be implemented or interpreted in such a manner.

The FCC also limits the combined local ownership of a newspaper and a broadcast station and of a cable television system and a broadcast television station. In addition, it limits the number of radio stations that may be co-owned with a television station serving the same area.

On June 2, 2003, the FCC voted to revise substantially several of its national and local ownership rules. The FCC extended the national ownership limit to 45% of all U.S. households; however, Congress by statute subsequently fixed the limit at 39% of all U.S. households. The FCC revised the local ownership rule to permit ownership of three broadcast television stations in markets with at least 18 stations and to permit ownership of two broadcast television stations in markets with 17 or fewer stations, provided that no two stations in any market are among the top four stations in audience ranking at the time of the transfer. The FCC also modified its waiver standards under the local station ownership rule to make them somewhat more permissive, providing specifically for waivers of the top-four restriction under certain circumstances in mid to small markets. The FCC modified its newspaper and radio cross-ownership rules by adopting a new cross-media ownership rule. That rule specifies, among other things, that there is no restriction on cross-ownership of newspapers, radio and television stations in markets with 9 or more television broadcast stations and no cross-ownership permitted in markets with 3 or fewer television broadcast stations. In markets with four to eight television broadcast stations, any entity owning a newspaper may not own more than one television broadcast station. The FCC also determined that pre-existing non-conforming combinations or combinations which become non-conforming after transfer generally will not be required to be brought into compliance by the existing licensees, but will not be transferable absent a waiver or unless transferred to an eligible small business entity.

Various parties opposed to the FCC’s actions filed judicial appeals and on June 24, 2004, the United States Court of Appeals for the Third Circuit selected to hear the consolidated appeals, found virtually all of the rules liberalizing the local ownership rules to be without adequate support and remanded to the Commission for further deliberation. The court stayed the effectiveness of the new rules pending further appeals and the remand to the Commission. Various parties supporting the FCC’s actions, but not the FCC itself, have appealed the Third Circuit’s decision to the United States Supreme Court, which is expected to decide sometime in the second quarter of 2005 whether to hear the appeal.

The FCC generally applies its ownership limits only to “attributable” interests held by an individual, corporation, partnership or other association. In the case of corporations holding broadcast licenses, the interest of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the corporation’s voting stock, or 20% or more of such stock in the case of insurance companies, mutual funds, bank trust departments and certain other passive investors that are holding stock for investment purposes only, are generally deemed to be attributable, as are positions as an officer or director of a corporate parent of a broadcast licensee. Debt and non-voting stock are generally nonattributable interests. Moreover, pending completion of a court-ordered rulemaking, the FCC has restored an exemption to attribution of voting stock in any entity, which has a single shareholder with more than 50% of that entity’s voting stock. In any event, the holder of an otherwise nonattributable stock or debt interest in a licensee which is in excess of 33% of the total assets of the licensee (debt plus equity) will nonetheless be attributable where the holder is either a major program supplier to that licensee or the holder has an attributable interest in another broadcast station, cable system or newspaper in the same market. While intending to provide licensees and

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investors with clear attribution standards, the FCC has stated that it reserves the authority, in an appropriate case, to declare as being attributable an unusual combination of otherwise nonattributable interests.

Because of these multiple and cross-ownership rules, any person or entity that acquires an attributable interest in us may violate the FCC’s rules if that purchaser also has an attributable interest in other television or radio stations, or in daily newspapers, depending on the number and location of those radio or television stations or daily newspapers. Such person or entity also may be restricted in the companies in which it may invest to the extent that those investments give rise to an attributable interest. If the holder of an attributable interest violates any of these ownership rules or if a proposed acquisition by us would cause such a violation, we may be unable to obtain from the Commission one or more authorizations needed to conduct our television station business and may be unable to obtain the FCC’s consents for certain future acquisitions.

Regulatory issues involving alien ownership

The Communications Act restricts the ability of foreign entities or individuals to own or vote certain interests in broadcast licenses. No license may be held by a corporation more than 20% of which is owned by a foreign corporation or non-U.S. citizen. Also, no corporation may hold the capital stock of another corporation holding a broadcast license if more than 25% of the capital stock of such parent corporation is owned by a foreign corporation or non-U.S. citizen absent specific FCC authorization.

Regulatory issues involving programming and station operations

The Communications Act requires broadcasters to serve the “public interest.” Since the early 1980s, the FCC gradually has relaxed or eliminated many of the more formalized procedures it had developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license. Broadcast station licensees continue, however, to be required to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. Complaints from viewers concerning a station’s programming may be considered by the FCC when it evaluates license renewal applications, although such complaints may be filed, and generally may be considered by the FCC, at any time. Stations also must follow various rules promulgated under the Communications Act that regulate, among other things, children’s television programming and advertising, political advertising, sponsorship identifications, contest and lottery advertising and programming rating guidelines.

The FCC is in the process of determining what, if any, additional public interest programming obligations will be imposed on digital broadcast transmissions. The FCC recently determined that broadcasters who carry multiple programs on their digital facilities must provide additional children’s educational programming.

The FCC is also charged with enforcing restrictions or prohibitions on the broadcast of obscene and indecent programs and in recent years has increased its enforcement activities in this area, issuing large fines against radio and television stations found to have carried such programming. Congress is considering legislation, which would substantially increase the potential monetary penalties for carriage of indecent programming and put the licenses of repeat offenders in jeopardy. We are unable to predict whether such legislation will be enacted or whether the enforcement of such regulations will have a material adverse effect on our ability to provide competitive programming.

The FCC also requires broadcast stations to comply with its own set of equal employment opportunity outreach rules and has adopted standards regulating the exposure of station employees and the public to potentially harmful radio frequency radiation emitted by our broadcast facilities.

Regulatory restrictions on broadcast advertising

The advertising of cigarettes and smokeless tobacco on broadcast stations is banned. Congressional committees have examined legislative proposals to eliminate or severely restrict the advertising of beer and wine. We cannot predict whether any or all of the present proposals will be enacted into law and, if so, what the final form of such law might be. The elimination of all beer and wine advertising could have an adverse effect on our stations’ revenues and operating profits as well as the revenues and operating profits of other stations that carry beer and wine advertising. Campaign finance legislation, which became effective in November 2002, restricts spending by candidates, political parties, independent groups and others on

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This legislation was upheld by the U.S. Supreme Court, but is subject to further interpretation by the Federal Elections Commission. The legislation has survived judicial appeals but is still subject to further restrictive interpretation by the Federal Election Commission, whose actions we cannot predict.

Regulatory issues involving cable must-carry or retransmission consent rights

The Cable Act of 1992 requires television broadcasters to make an election to exercise either must-carry or retransmission consent rights in connection with their carriage by cable television systems in the station’s local market. If a broadcaster chooses to exercise its must-carry rights, it may demand carriage on a specified channel on cable systems within its DMA. Must-carry rights are not absolute. Cable systems may decline carriage for a variety of reasons, including a lack of channel capacity for smaller systems, the inability of the station asserting must-carry rights to deliver a good quality signal to the cable headend or the presence of a more proximate duplicating affiliate of the same network. Stations asserting must-carry rights are not permitted to receive additional compensation from the cable systems carrying their stations. If a broadcaster chooses to exercise its retransmission consent rights, it may prohibit cable systems from carrying its signal, or permit carriage under a negotiated compensation arrangement.

Must-carry rights are limited to carriage within a station’s market and preclude a station from receiving anything other than limited carriage rights in exchange for the use of its programming. Must-carry is generally elected in instances where the broadcast station believes it is unlikely to obtain either cost-free carriage or additional compensation through negotiation. This is more likely to be the case with respect to stations which have disadvantaged signals or channel positions or which are without strong networks or local news operations and to systems in areas dominated by a single cable operator or where there are overlapping signals from stations in adjacent markets. Otherwise stations generally elect retransmission consent. Retransmission consent, by contrast, is generally elected where a station seeks not just carriage but the receipt of additional compensation. Retransmission consent is also required for carriage on systems outside a station’s DMA. Additional compensation may take the form of cash payments, enhanced channel position, or carriage of and payment for additional program services such as a local weather service or a second national network carried on a low-power station in the same market.

Regulatory issues involving direct broadcast satellite systems

There are currently in operation two full-service direct broadcast satellite systems that serve the US market: DirecTV, which is owned by News Corp., the parent company of Fox Broadcasting, and DISH Network, which is operated by EchoStar Communications Corporation. Direct broadcast satellite systems provide programming similar to that of cable systems on a subscription basis to those who have purchased and installed a satellite signal-receiving dish and associated decoder equipment.

Due to limitations in channel capacity and a copyright law restriction limiting distribution of network stations only to areas which could not get terrestrial broadcast signals, direct broadcast satellite systems did not carry local broadcast signals in the local areas served by those stations until recently. The extent to which the carriers transmitted and continue to transmit distant network affiliates into local markets in violation of copyright law remains the subject of on-going litigation between the carriers and local stations. Both DirecTV and EchoStar have substantially increased their channel capacity and Congress has amended the satellite compulsory license to permit the satellite carriers to provide local signals in their local markets; Congress recently reaffirmed this “local-into-local” provision and the prohibition on importation into local markets of stations from distant markets. As with cable carriage, broadcasters have been given the right to negotiate retransmission consent for these local transmissions for compensation or, where local service has been initiated, to demand carriage as a matter of right for no compensation.

Both DirecTV and EchoStar have now initiated carriage of local stations in larger markets. With respect to our stations, one or both of the carriers has initiated local carriage in Indianapolis, Indiana; Hartford-New Haven, Connecticut; Buffalo, New York; Norfolk, Virginia; Grand Rapids, Michigan and Providence, Rhode Island. We have reached retransmission consent agreements with both carriers and are receiving compensation for carriage of most of our stations in these markets. We are unable to predict when and if carriage will be initiated in our other markets and whether the revenues from such carriage will be significant. We are also unable to predict whether the results of any legislative activity or litigation and what, if any, impact they will have on the local television broadcasting business.

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Regulatory network affiliate issues

Several FCC rules impose restrictions on network affiliation agreements. Among other things, those rules prohibit a television station from entering into any affiliation agreement that:

•   requires the station to clear time for network programming that the station had previously scheduled for other use; or

•   precludes the preemption of any network programs that the station believes are unsuitable for its audience and the substitution of network programming with programming that it believes is of greater local or national importance.

The FCC is currently reviewing several of these rules governing the relationship between broadcast television networks and their affiliates. We are unable to predict when and how the FCC will resolve these proceedings.

Regulatory issues involving the transition to digital television

All US television stations broadcast signals using an analog transmission system first developed in the 1940s. The FCC has approved a new digital television, or DTV, technical standard to be used by television broadcasters, television set manufacturers, the computer industry and the motion picture industry. This DTV standard allows the simultaneous transmission of higher quality and/or multiple streams of video programming and data on the bandwidth presently used by a single analog channel. On the multiple channels allowed by DTV, it is possible to broadcast one high definition channel, with visual and sound quality substantially superior to present-day television; to transmit several standard definition channels, with digital sound and pictures of a quality varying from equivalent to somewhat better than present television; to provide interactive data services, including visual or audio transmission; or to provide some combination of these possibilities.

The FCC has already allocated to every existing television broadcast station one additional channel to be used for DTV during the transition between present-day analog television and DTV, and has established a timetable by which every current station must initiate DTV operations. Broadcasters will not be required to pay for this new DTV channel, but will be required to relinquish one of their two channels when the transition to DTV is complete.

The FCC has declared its intention to place all DTV stations in a “core” broadcast band consisting of channels 2-51 at the end of the digital transition and to reallocate channels 52-69 to a variety of other uses, including advanced cellular telephone and public safety. In September 2002 and June 2003, the FCC auctioned off much of the spectrum now occupied by broadcast channels 54, 55 and 59. The channels can be used for any purpose other than analog television and cannot be used until vacated by any incumbent broadcasters. We participated in the auction and purchased this spectrum in several of our markets, including those markets where we have either an analog or a digital broadcast channel 54 or 59. The FCC intends to auction off the remaining spectrum some time before the cessation of analog transmissions. Analog transmissions under current law are to cease the later of December 31, 2006 or when 85% of the households have digital reception capability. Congress is considering legislation to adopt an unconditional conversion date coupled with a program to subsidize the digital conversion of remaining analog receivers. Federal budget proposals also propose to levy fees against broadcasters for continuing analog operations beyond 2006. We are unable to predict whether any of these measures will become law.

Broadcasters must also pay certain fees for nonbroadcast uses of their digital channels. In addition, the FCC recently determined that broadcasters who transmit multiple programs on their digital channels are required to carry additional children’s educational programming and is evaluating whether to impose further public interest programming requirements on digital broadcasters. The FCC also recently held that the “must carry” requirements applicable to cable and satellite carriage of analog broadcast signals will encompass only the “primary” digital program and then only upon the cessation of analog signals.

In some cases, conversion to DTV operations may reduce a station’s geographical coverage area. Moreover, some of our stations have channels that are in the spectrum to be cleared for resale by the FCC and there is no guarantee that the replacement channels will fully replicate existing service. In other instances, the digital service may exceed current service. In addition, the FCC’s current implementation plan would maintain the secondary status of low-power television stations with respect to DTV operations

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and many low-power television stations, particularly in major markets, will be displaced, including some of ours.

In addition, it is not yet clear:

•   when and to what extent DTV or other digital technology will become available through the various media;

•   whether and how television broadcast stations will be able to avail themselves of or profit by the transition to DTV;

•   whether viewing audiences will make choices among services upon the basis of such differences;

•   whether and how quickly the viewing public will embrace the cost of new DTV sets and monitors;

•   to what extent the DTV standard will be compatible with the digital standards adopted by cable and other multi-channel video programming services;

•   whether a satisfactory copy protection technology will be developed for broadcasting and whether that technology will be compatible with copy protection systems developed for cable and other media;

•   whether cable systems will be required to carry DTV signals or, in the absence of such mandate, broadcasters will succeed in negotiating voluntary cable carriage arrangements;

•   whether significant additional expensive equipment will be required for television stations to provide digital service, including high definition television and supplemental or ancillary data transmission services; or

•   what additional public interest obligations digital broadcasters will be required to fulfill.

Pursuant to the Telecommunications Act, the FCC must conduct a ten-year evaluation regarding the public interest in advanced television, alternative uses for the spectrum and reduction of the amount of spectrum each licensee utilizes. Many segments of the industry are also intensely studying these advanced technologies. There can be no assurances as to the answers to these questions or the nature of future FCC regulation.

Recent regulatory developments, proposed legislation and regulation

Congress and the FCC currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation and ownership of our stations. In addition to the changes and proposed changes noted above, these matters include, for example, spectrum use fees, political advertising rates and potential restrictions on the advertising of certain products like hard liquor, beer and wine. Other matters that could affect the stations include technological innovations and development generally affecting competition in the mass communications industry.

The foregoing does not purport to be a complete summary of all the provisions of the Communications Act, as amended by the Telecommunications Act or the Cable Act, or of the regulations and policies of the FCC under either act. Proposals for additional or revised regulations and requirements are pending before and are being considered by Congress and federal regulatory agencies from time to time. We are unable at this time to predict the outcome of any of the pending FCC rulemaking proceedings referenced above, the outcome of any reconsideration or appellate proceedings concerning any changes in FCC rules or policies noted above, the possible outcome of any proposed or pending Congressional legislation, or the impact of any of those changes on our stations.

Employees

As of December 31, 2004, we employed 1,803 full-time equivalent employees, 410 of which were represented by unions. We believe that our employee relations are generally good.

Available Information

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”). The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the

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Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers, including our filings, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at http://www.sec.gov.

We also make available free of charge through our Internet website at http://www.lintv.com our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish such material, to the SEC.

Item 2. Properties:

We maintain our corporate headquarters in Providence, Rhode Island. Each of our stations has facilities consisting of offices, studios, sales offices and transmitter and tower sites. Transmitter and tower sites are located in areas that provide optimal coverage to each of our markets.

We own substantially all of the offices where our stations are located and generally own the property where our towers and primary transmitters are located. We lease the remaining properties, consisting primarily of sales office locations and microwave transmitter sites. While none of the properties owned or leased by us are individually material to our operations, if we were required to relocate any of our towers, the cost could be significant because the number of sites in any geographic area that permit a tower of reasonable height to provide good coverage of the market is limited, and zoning and other land use restrictions, as well as Federal Aviation Administration and FCC regulations, limit the number of alternative sites or increase the cost of acquiring them for tower sites.

Item 3. Legal Proceedings:

We are involved in various claims and lawsuits that are generally incidental to our business. We are vigorously contesting all of these matters and believe that their ultimate resolution will not have a material adverse effect on us.

Item 4. Submission of Matters to a Vote of Security Holders:

No matters were submitted to a vote of security holders in the fourth quarter of the fiscal year ended December 31, 2004.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities:

The class A common stock of LIN TV Corp. is listed on the New York Stock Exchange under the symbol “TVL”. The following table sets forth the high and low sales prices for the class A common stock for the periods indicated, as reported by the New York Stock Exchange.

	High		Low
1st Quarter 2003	$	26.55	$	19.45
2nd Quarter 2003		25.39		20.30
3rd Quarter 2003		23.72		20.23
4th Quarter 2003		27.49		21.13
1st Quarter 2004		26.70		21.55
2nd Quarter 2004		24.04		19.81
3rd Quarter 2004		20.97		18.15
4th Quarter 2004		19.65		17.49

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LIN TV Corp. has never declared or paid any cash dividends on its class A common stock and the terms of our indebtedness limit the payment of cash dividends. LIN TV Corp. does not anticipate paying any such dividends in the foreseeable future.

As of December 31, 2004, there were approximately 41 stockholders of record of LIN TV Corp.’s class A common stock, 24 stockholders of record of its class B common stock and two stockholders of record of its class C common stock.

The common stock of LIN Television Corporation has not been registered under the Exchange Act and is not listed on any national securities exchange. All of the outstanding common stock of LIN Television Corporation is directly held by LIN TV Corp.

Item 6. Selected Financial Data:

Set forth below is selected consolidated financial data of LIN TV Corp. for each of the five years in the period ended December 31, 2004. The selected financial data as of December 31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002 is derived from audited consolidated financial statements that appear elsewhere in this filing. The selected financial data as of December 31, 2002, 2001 and 2000 and for the years ended December 31, 2001 and 2000 is derived from audited consolidated financial statements that are not presented in this filing. The selected financial data should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements of LIN TV Corp. and the notes thereto. The historical results presented are not necessarily indicative of future results.

The selected consolidated financial data of LIN Television is identical to that of LIN TV Corp. with the exception of basic and diluted income (loss) per common share, which is not presented for LIN Television Corporation.

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	Year ended December 31,
	2004			2003			2002(2)			2001			2000
	(in thousands)
Consolidated Statement of Operations Data:
Net revenues	$	374,847		$	342,413		$	343,980		$	271,038		$	295,706
Operating costs and expenses:
Direct operating1		102,080			99,618			94,871			81,373			78,693
Selling, general and administrative		95,553			88,876			78,745			64,630			64,193
Amortization of program rights		25,310			24,441			20,566			21,847			21,214
Corporate		18,586			16,216			13,417			8,436			9,270
Depreciation and amortization of intangible assets		32,311			31,890			28,266			65,925			63,734
Impairment of broadcast licenses		—			51,665			—			—			—
Total operating costs and expenses		273,840			312,706			235,865			242,211			237,104
Operating income		101,007			29,707			108,115			28,827			58,602
Other (income) expense:
Interest expense, net		45,761			59,490			92,644			93,696			88,816
Share of (income) loss in equity investments		(7,428	)		(478	)		(6,328	)		4,121			(365	)
(Gain) loss on derivative instruments		(15,227	)		(2,620	)		(5,552	)		5,552			—
Gain on redemption of investment in Southwest Sports Group		—			—			(3,819	)		—			—
Fee on termination of Hicks Muse agreements		—			—			16,000			—			—
Loss on early extinguishment of debt		4,447			53,621			5,656			6,810			—
Other, net		1,497			1,050			3,098			996			2,764
Total other expense, net		29,050			111,063			101,699			111,175			91,215
Income (loss) from continuing operations before (benefit from) provision for income taxes and cumulative effect of change in accounting principle		71,957			(81,356	)		6,416			(82,348	)		(32,613	)
(Benefit from) provision for income taxes		(19,031	)		9,229			25,501			(20,627	)		1,581
Income (loss) from continuing operations before cumulative effect of change in accounting principle		90,988			(90,585	)		(19,085	)		(61,721	)		(34,194	)
Discontinued operations:
(Income) loss from discontinued operations, net of tax		(44	)		17			(1,577	)		—			—
Loss (gain) from sale of discontinued operations, net of tax		1,284			(212	)		(982	)		—			—
Cumulative effect of change in accounting principle, net of tax		(3,290	)		—			30,689			—			—
Net income (loss)	$	93,038		$	(90,390	)	$	(47,215	)	$	(61,721	)	$	(34,194	)

1	Excluding depreciation of $31.3 million, $30.7 million, $27.6 million, $22.8 million and $21.3 million for the years ended December 31, 2004, 2003, 2002, 2001 and 2000, respectively.
2	Includes the effect of a merger with Sunrise Television.

19

	Year ended December 31,
	2004			2003			2002			2001			2000
	(in thousands, except per share data)
Basic income (loss) per common share:
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	1.81		$	(1.81	)	$	(0.46	)	$	(2.40	)	$	(1.33	)
Income (loss) from discontinued operations, net of tax		—			—			0.04			—			—
(Loss) gain from sale of discontinued operations, net of tax		(0.03	)		—			0.02
Cumulative effect of change in accounting principle, net of tax		0.07			—			(0.73	)		—			—
Net income (loss)		1.85			(1.81	)		(1.13	)		(2.40	)		(1.33	)
Weighted — average number of common shares outstanding used in calculating basic income (loss) per common share		50,309			49,993			41,792			25,688			25,687
Diluted income (loss) per common share:
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	1.60		$	(1.81	)	$	(0.46	)	$	(2.40	)	$	(1.33	)
Income (loss) from discontinued operations, net of tax		—			—			0.04			—			—
(Loss) gain from sale of discontinued operations, net of tax		(0.02	)		—			0.02
Cumulative effect of change in accounting principle, net of tax		0.06			—			(0.73	)		—			—
Net income (loss)		1.64			(1.81	)		(1.13	)		(2.40	)		(1.33	)
Weighted — average number of common shares outstanding used in calculating diluted income (loss) per common share		54,056			49,993			41,792			25,688			25,687
Consolidated Balance Sheet Data (at period end):
Cash and cash equivalents	$	14,797		$	9,475		$	143,860		$	17,236		$	7,832
Intangible assets, net		1,649,240			1,673,430			1,711,312			1,592,463			1,600,882
Total assets		2,058,424			2,115,910			2,334,370			2,036,286			2,045,363
Total debt		632,841			700,367			864,520			1,056,223			998,257
Total stockholders’ equity		855,963			762,134			860,205			404,654			466,190
Cash Flow Data (Net cash provided by (used in)):
Operating activities	$	87,792		$	52,538		$	75,030		$	42,192		$	58,106
Investing activities		(7,562	)		9,749			33,367			(56,376	)		(174,081	)
Financing activities		(74,908	)		(196,672	)		18,227			23,588			106,108
Other Data:
Distributions from equity investments		7,948			7,540			6,405			6,583			815
Program payments		(25,050	)		(23,029	)		(22,475	)		(22,386	)		(22,750	)
Stock-based compensation		360			147			894			—			—

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations:

SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS

This filing contains certain forward-looking statements with respect to our financial condition, results of operations and business, including statements under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Business”. All of these forward-looking statements are based on estimates and assumptions made by our management, which, although we believe to be reasonable, are inherently uncertain. Therefore, you should not place undue reliance upon such estimates and statements. We cannot assure you that any of such estimates or statements will be realized and it is likely that actual results will differ materially from those contemplated by such forward looking statements. Factors that may cause such differences include:

•   volatility and changes in our advertising revenues;

•   changes in general economic conditions in the markets in which we compete;

•   restrictions on our operations due to, and the effect of, our significant leverage;

•   increases in our cost of borrowings or inability or unavailability of additional debt or equity capital;

•   effects of complying with new accounting standards, including with respect to the treatment of our intangible assets and stock-based compensation;

•   inability to consummate acquisitions on attractive terms;

•   increased competition, including from newer forms of entertainment and entertainment media or changes in the popularity or availability of programming;

•   increased costs, including increased capital expenditures as a result of necessary technological enhancements or acquisitions or increased programming costs;

•   effects of our control relationships, including the control that Hicks Muse and its affiliates have with respect to corporate transactions and activities we undertake; and

•   adverse state or federal legislation or regulation or adverse determinations by regulators including adverse changes in, or interpretations of, the exceptions to the Federal Communication Commission (“FCC”) “duopoly” rule.

Many of these factors are beyond our control. Forward-looking statements contained herein speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For further information or other factors, which could affect our financial results and such forward-looking statements, see “Factors That May Affect Future Results”.

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Executive Summary

We are an owner and operator of 23 television stations in 13 mid-sized markets in the United States and Puerto Rico. Our operating revenues are derived from the sale of advertising time to local and national advertisers and, to a much lesser extent, from the networks for the broadcast of their programming and from other broadcast-related activities.

We recorded net income of $93.0 million in 2004 compared with net losses of $90.4 million and $47.2 million in 2003 and 2002, respectively. The following are some of our operating highlights and significant changes for 2004 compared to 2003:

•   We increased our net revenues by $32.4 million largely due to political revenues and local revenue growth.

•   We launched MTV Puerto Rico in the third quarter of 2004 on our second station in Puerto Rico.

•   We launched a US Spanish-language programming service called WAPA America, using locally produced news and entertainment programming from our Puerto Rico stations.

•   We decreased our net interest expense by $13.7 million by refinancing our debt.

•   We paid $73.6 million on the principal amount of our outstanding debt.

•   We reversed our federal tax valuation allowance, resulting in a benefit from income taxes of $19.0 million compared to a provision of $9.2 million in 2003. This reversal was based on the cumulative positive operating results of the last several years and on our future projections that reflects the expectation that we will be able to use of our federal net operating loss carryforwards.

Industry Trends

The broadcast television industry is reliant primarily on advertising revenues and faces increased competition from existing and new technologies. The following summarizes certain of the competitive forces and risks that may impact our future operating results. For a discussion of other factors that may affect our business, see “Factors that May Affect Future Results”.

•   The number of national program services has increased the competition for national advertising dollars resulting in a greater percentage of advertising revenues shifting from national advertisers to local advertisers. We received 76% of our revenues from local advertisers in 2004 compared to 68% in 2002. We expect this trend to continue.

•   We no longer have exclusive rights to off-network programs for time periods where we do not air our local news or network programs. Many of these programs now air on national cable channels or can be purchased on DVDs by our television audience. These alternatives have created a further fragmentation of our television audience, making it more difficult to maintain or increase the rates we charge our advertisers.

•   Our ability to internally grow our business is largely depended on the future conversion of analog to digital television receivers and the acceptance of digital television by our television audience. Congress and the FCC has not audiences from mandated a final conversion date.

•   Political revenues from elections and revenues from Olympic Games, which occur on years ending in an even date, except for a small number of state and local odd-year elections, continue to create fluctuations in our operating results on a year-to-year comparison. In addition, the Television Bureau of Advertising reported that US television advertising decreased 2.3% in 2003 due to the impact of the war in Iraq and the loss of political revenue. US television advertising increased 10.3% in 2004 due largely to political advertising and the Olympic Games.

•   We depend on automotive-related advertising, which represents approximately 27%, 25% and 22% of our total net revenues for the years ended December 31, 2004, 2003 and 2002, respectively. A significant change in these advertising revenues could materially affect our future results of operations.

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Business Transactions

We have developed our business through a combination of acquisitions, dispositions and organic growth. We have acquired or disposed of the following businesses and assets during the last three years:

		Type of Business/Asset
Acquisition/Disposition Date	Business/Asset	Transaction	Transaction Price
May 14, 2004	WEYI-TV	Disposition	$24.0 million
May 6, 2004	WTIN-TV	Acquisition	$4.9 million
January 14, 2004	WIRS-TV	Acquisition	$4.5 million
December 20, 2002 and June 13, 2003	Licenses to 700 MHz spectrum Channels 54- 59	Acquisition	$6.3 million
June 13, 2003	KRBC-TV KACB-TV	Disposition	$10.0 million
May 2, 2002	KFYR-TV KVLY-TV	Disposition	$36.0 million
May 2, 2002	WPRI-TV, WNAC-TV(operated as an LMA), WEYI-TV, WUPW-TV, WDTN-TV, KRBC-TV, KACB-TV	Acquisition	$10.3 million of common stock and options
April 30, 2002	WCTX-TV	Acquisition	$4.7 million
April 20, 2002	WNAC-TV	Disposition	$2.5 million promissory note
January 31, 2002	WVBT-TV	Acquisition	$3.0 million
January 29, 2002	WOTV-TV	Acquisition	$2.9 million

Subsequent Developments

On January 28, 2005, we closed on an offering of $175.0 million in aggregate principal amount of 6¹/2% Senior Subordinated Notes due 2013. These notes were an add-on to an existing indenture we issued in May 2003 for $200 million in aggregate principle amount of 6¹/2% Senior Subordinated Notes due 2013. The proceeds from the January 2005 offering were used to retire all $166.4 million principal amount of our 8% Senior Notes due 2008 outstanding. This repayment will result in a loss on early extinguishment of debt of $9.9 million during the first quarter of 2005.

On February 9, 2005, we entered into a definitive agreement to acquire WNDY, the UPN affiliate serving Indianapolis, Indiana, and WWHO, the UPN affiliate serving Columbus, Ohio, from Viacom, Inc. for $85.0 million in cash, which will be funded by a combination of cash on hand and proceeds from our senior credit facility.

On March 11, 2005, we replaced our senior credit facility. Under this new facility, we obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on our existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV, during the first half of 2005. We are required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively. The new facility contains covenants similar to that of the old facility.

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Critical accounting policies, estimates and recently issued accounting pronouncements

The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent liabilities. On an on-going basis, we evaluate our estimates, including those related to intangible assets, bad debts, program rights, income taxes, pensions, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Valuation of long-lived assets and intangible assets

We have significant goodwill and intangible assets on our balance sheet. If the fair value of these assets is less than the carrying value, we are required to record an impairment charge.

We adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. SFAS No. 142 requires, among other things, the discontinuance of the amortization of goodwill and indefinite life intangible assets and the introduction of impairment testing in its place.

We test the impairment of our broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical startup scenario that excludes network compensation payments.

We test the impairment of our goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the station and prevailing values in the markets for broadcasting properties. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing an assumed purchase price allocation, using the station’s fair value (as determined in the first step described above) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss shall be recognized in an amount equal to that excess.

As required by SFAS No. 142, we completed a transitional impairment test for goodwill and broadcast licenses as of January 1, 2002. As a result of this test, an impairment of $47.2 million ($30.7 million, net of tax benefit) was recorded in the first quarter of 2002 to reflect the write-down of certain broadcast licenses to their fair value.

We completed annual tests for impairment of goodwill and broadcast licenses as of December 31, 2004, 2003 and 2002. As a result of these tests, no impairment was required as of December 31, 2002, an impairment of $51.7 million was recorded as of December 31, 2003 and no impairment charge was required as of December 31, 2004. The assumptions used in the valuation testing have certain subjective components including anticipated future operating results and cash flows based on our business plans and overall expectations as to market and economic considerations.

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Network Affiliations

Different broadcast companies may use different assumptions in valuing acquired broadcast licenses and their related network affiliations than those that we use. These different assumptions may result in the use of different valuation methods that can result in significant variances in the amount of purchase price allocated to these assets between broadcast companies.

We believe that the value of a television station is derived primarily from the attributes of its broadcast license. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming. These attributes and their impact on audiences can include:

•   The scarcity of broadcast licenses assigned by the FCC to a particular market determines how many television networks and other program sources are viewed in a particular market.

•   The length of time the broadcast license has been broadcasting. Television stations that have been broadcasting since the late 1940s, generally channels two to thirteen, are viewed more often than newer television stations.

•   VHF stations, (generally channels two to thirteen) are typically viewed more often than UHF stations (generally channels fourteen to sixty-nine) because these stations have been broadcasting longer than UHF stations and because of the inferior UHF signal in the early years of UHF stations.

•   The quality of the broadcast signal and location of the broadcast station within a market (i.e. the value of being licensed in the smallest city within a tri-city market has less value than being licensed in the largest city within a tri-city market.)

•   The audience acceptance of the broadcast licensee’s local news programming and community involvement. A local television station’s news programming that attracts the largest audience in a market generally will provide a larger audience for its network programming.

•   The quality of the other non-network programming carried by the television station. A local television station’s syndication programming that attracts the largest audience in a market generally will provide larger audience lead-ins to its network programming.

A local television station can be the number one station in a market, regardless of the national ranking of its affiliated network, depending on the factors or attributes listed above. ABC, FOX, NBC, and CBS each have multiple affiliations with local television stations that have the largest prime time audience in the local market in which the station operates.

Other broadcasting companies believe that network affiliations are an important component of the value of a station. These companies believe that VHF stations are popular because they have been affiliating with networks from the inception of network broadcasts, stations with network affiliations have the most successful local news programming and the network affiliation relationship enhances the audience for local syndicated programming. As a result, these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship.

In connection with our purchase of Sunrise Television Corp. in May 2002, we acquired broadcast licenses in markets with a number of commercial television stations equal to or less than the number of television networks seeking affiliates. The methodology we used in connection with the valuation of the stations acquired in the Sunrise transaction was based on our evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated. We believed that in these specific markets we would be able to replace a network affiliation agreement with little or no economic loss to the television station. As a result of this assumption, we ascribed no incremental value to the incumbent network affiliation in each market beyond the cost of negotiating a new agreement with another network and the value of any terms that were more favorable or unfavorable than those generally prevailing in the market. Other broadcasting companies have valued network affiliations on the basis that it is the affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operating performance of that station. As a result, we believe that these broadcasting companies include in their network affiliation valuation amounts related to attributes that we believe are more appropriately reflected in the value of the broadcast license or goodwill.

If we were to assign higher values to acquired network affiliation agreements and, therefore, less value to broadcast licenses, it would have a significant impact on our operating results. The following chart reflects the hypothetical impact of the hypothetical reassignment of value from broadcast licenses to network affiliations and the resulting increase in amortization expense assuming a 15-year amortization period for the year ended December 31, 2004 (in thousands):

25

			Percentage of Total Value
			reassigned to Network
			Affiliation Agreements
	As reported		50%		25%
Balance Sheet (As of December 31, 2004):
Broadcast licenses	$	1,063,265	$	531,633	$	797,449
Other intangible assets, net (including network affiliation agreements)		2,870		428,176		215,523
Statement of Operations (For the year ended December 31, 2004):
Depreciation and amortization of intangible assets		32,311		67,753		50,032
Operating income		101,007		65,565		83,286
Income from continuing operations		90,988		69,652		80,320
Net income		93,038		71,702		82,370
Net income per diluted share	$	1.64	$	1.24	$	1.44

In future acquisitions, the valuation of the broadcast licenses and network affiliations may differ from the Sunrise acquisition values due to different attributes of each station and the market in which it operates.

Valuation allowance for deferred tax assets

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While we have considered future taxable income and feasible tax planning strategies in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period in which such a determination was made.

In the fourth quarter of 2004, we reversed our tax valuation allowance related to federal income taxes which resulted in a $50.1 million increase in our benefit from income taxes. We made the determination that it was likely that our deferred tax assets would be realized in the future based on the positive evidence of our historical performance over the last three years and on our projections of future results of operations. Lower interest rates and decreased debt levels were key factors in our determination.

Revenue recognition

We recognize broadcast revenue during the financial statement period in which advertising is aired. Barter revenue is accounted for at the fair value of the assets or services received, or the advertising time surrendered, whichever is more clearly evident. Barter revenue is recorded at the time the advertising is broadcast, and barter expense is recorded at the time the assets or services are used. We recognized barter revenue in the amounts of $10.1 million, $11.2 million and $12.4 million in the years ended December 31, 2004, 2003 and 2002, respectively. We incurred barter expense in the amounts of $9.9 million, $10.7 million and $12.3 million in the years ended December 31, 2004, 2003 and 2002, respectively.

26

Accounting for stock-based compensation

We account for stock-based awards to employees using the intrinsic value method as prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, no compensation expense is recorded for options issued to employees in fixed amounts and with fixed exercise prices at least equal to the fair market value of the underlying common stock at the date of grant. We adopted the provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” through disclosure only.

The following table illustrates the effect on net income (loss) if we had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation (in thousands):

	Year Ended December 31,
	2004			2003			2002
Net income (loss), as reported	$	93,038		$	(90,390	)	$	(47,215	)
Add: Stock-based employee compensation expense, included in reported net income (loss), net of tax effect		216			88			536
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of tax effect		(2,849	)		(3,005	)		(2,235	)
Pro forma net income (loss)	$	90,405		$	(93,307	)	$	(48,914	)
Basic net income (loss) per common share, as reported	$	1.85		$	(1.81	)	$	(1.13	)
Basic net income (loss) per common share, pro forma	$	1.80		$	(1.87	)	$	(1.17	)
Diluted net income (loss) per common share, as reported	$	1.64		$	(1.81	)	$	(1.13	)
Diluted net income (loss) per common share, pro forma	$	1.59		$	(1.87	)	$	(1.17	)

Amortization of program rights

We amortize program rights over the estimated broadcast period of the underlying programs. Program rights are analyzed by management on an ongoing basis through a review of ratings, program schedules and revenue projections, among other factors. If the projected future net revenues are less than the current carrying value of the program rights, we write-down the program rights to equal the amount of projected future net revenues. Our total program rights were $29.5 million, and $28.7 million at December 31, 2004 and 2003, respectively.

Retirement Plan Actuarial Assumptions

Our retirement benefit obligations and related costs are calculated using actuarial concepts, within the framework of Statement of Financial Accounting Standards No. 87 Employer’s Accounting for Pensions (“SFAS No. 87”). Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement. We evaluate these critical assumptions annually. Other assumptions involve employee demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increase.

The discount rate enables us to state expected future benefit payments as a present value on the measurement date. The guideline for setting this rate is a high-quality long-term corporate bond rate. A lower discount rate increases the present value of benefit obligations and increases pension expense. We decreased our discount rate to 5.75% in 2004 from 6.25% in 2003 to reflect market interest rate conditions.

To determine the expected long-term rate of return on the plan assets, we consider the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on pension plan assets will increase pension expense. Our long-term expected return on plan assets was 8.25% in both 2004 and 2003.

Recently issued accounting pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment”, which is effective for reporting periods beginning after June 15, 2005. SFAS No. 123R requires us to recognize the cost of employee services received in exchange for the Company’s equity instruments. Currently, in accordance with APB Opinion 25, we record the intrinsic value of stock based compensation as expense. Accordingly, no compensation expense is generally recognized for our fixed stock option plans as the exercise price equals the stock price on the date of grant. Under SFAS 123R, we will be required to measure compensation expense over the options’ vesting period based on the stock options’ fair value at the date the options are granted.

27

SFAS 123R allows for the use of the Black-Scholes or a lattice option-pricing model to value such options. As allowed by SFAS 123R, the Company can elect either Modified Prospective Application, which applies the Statement to new awards and modified awards after the effective date, and to any unvested awards as service is rendered on or after the effective date, or Modified Retrospective Application which can apply the effect of the statement to either all prior years for which SFAS 123 was effective or only to prior interim periods in the year of adoption. We are currently evaluating which method of valuation and application will be used.

In December 2004, the FASB issued FASB Statement 153, “Exchanges of Nonmonetary Assets — an amendment of APB Opinion No. 29” (“FAS 153”). FAS 153 eliminates the exception to account for nonmonetary exchanges of similar productive assets at carrying value and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance; otherwise, the exchange principal of fair value applies. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. FAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The provisions of FAS 153 are not expected to have a material impact on the Company’s consolidated financial statements.

On February 11, 2005, the Emerging Issues Task Force issued EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share (“EITF 04-8”)” which is effective for all reporting periods ending after December 15, 2004. EITF 04-8 requires contingently convertible instruments to be included in diluted earnings per share regardless of whether the market price trigger has been met. As a result, diluted income per share includes the effect of our contingently convertible debt on an “as-converted basis” for the year ended December 31, 2004.

Results of Operations

Set forth below are the significant factors that contributed to our operating results for the years ended December 31, 2004, 2003 and 2002. Our results of operations from year to year are significantly affected by the impact of our acquisition of Sunrise Television Corporation (“Sunrise”) in 2002 and the consolidation of Banks Broadcasting in accordance with FASB Interpretation No. 46 (“FIN 46R”) “Consolidation of Variable Interest Entities – An Interpretation of ARB No. 51” effective March 31, 2004, and as a result, our future reported financial results may not be comparable to the historical financial information and comparisons of any years may not be indicative of future financial performance. Our results of operations for the years ended December 31, 2004, 2003 and 2002 are as follows (in thousands):

	Year Ended December 31,
				% Change 2004 vs						% Change 2003 vs
	2004			2003			2003			2002			2002
	(Numbers are in thousands)
Local time sales	$	262,734			6	%	$	246,832			6	%	$	232,401
National time sales		125,243			0	%		125,357			3	%		121,967
Political time sales		27,360			510	%		4,485			(82	)%		25,269
Agency commissions		(69,224	)		10	%		(62,818	)		0	%		(62,561	)
Network compensation		10,496			(3	)%		10,874			5	%		10,341
Barter revenue		10,143			(9	)%		11,132			(10	)%		12,421
Other revenue		8,095			24	%		6,551			58	%		4,142
Net revenues		374,847			9	%		342,413			0	%		343,980
Operating costs and expenses:
Direct operating (excluding depreciation of $31.3 million, $30.7 million and $27.6 million for the years ended December 31, 2004, 2003 and 2002, respectively)		102,080			2	%		99,618			5	%		94,871
Selling, general and administrative		95,553			8	%		88,876			13	%		78,745
Amortization of program rights		25,310			4	%		24,441			19	%		20,566
Corporate		18,586			15	%		16,216			21	%		13,417
Depreciation and amortization of intangible assets		32,311			1	%		31,890			13	%		28,266
Impairment of broadcast licenses		—			—			51,665			—			—
Total operating costs and expenses		273,840			(12	)%		312,706			33	%		235,865
Operating income	$	101,007			240	%	$	29,707			(73	)%	$	108,115

28

Three-Year Comparison

Net Revenues

Net revenues consist primarily of national and local airtime sales, net of sales adjustments and agency commissions. Additional, but less significant, amounts are generated from network compensation, Internet revenues, barter revenues, production revenues, tower rental income and carriage or retransmission agreements.

Net revenues increased 9% or $32.4 million for the year ended December 31, 2004 compared to the prior year, which was driven by increased political and local revenue. Political revenue increased $22.9 million for the year ended December 31, 2004 compared to the prior year as a result of the 2004 presidential election cycle. We expect political revenue to decrease substantially in 2005, as it is not an election year.

Local airtime sales increased $15.9 million for the year ended December 31, 2004 compared to the prior year. We operate the number one or number two local news station in 91% of our markets and generated 34% of our advertising revenues from local news sales in 2004. Local advertising revenue has become increasingly important to our industry and is typically a more stable source of revenue than national time sales. As a result, we continued to emphasize growing our local business during 2004.

Net revenue attributable to Banks Broadcasting, which was consolidated in accordance with FIN 46R effective March 31, 2004, was $4.0 million for the year ended December 31, 2004.

Net revenues remained relatively flat at $342.4 million for the year ended December 31, 2003 compared to net revenue of $344.0 million for the prior year. The parity in net revenue was due largely to a decrease in political revenues of $20.8 million for the year ended December 31, 2003 as a result of the 2002 campaign election cycle and a reduction in advertising revenues due to the outbreak of war in Iraq. The decrease was offset by the May 2002 acquisition of the Sunrise television stations, which resulted in an additional $10.8 million of net revenue for the year ended December 31, 2003.

Operating Costs and Expenses

Direct operating expenses (excluding depreciation and amortization of intangible assets), consisting primarily of news, engineering, programming and music licensing costs, increased $2.5 million or 2% for the year ended December 31, 2004 compared to the prior year. The increase is primarily due to increased expenses of $1.0 million attributable to the consolidation of Banks Broadcasting and salary increases.

Direct operating expenses increased $4.7 million or 5% for the year ended December 31, 2003 compared to the prior year. The increase was primarily attributable to the May 2002 acquisition of the Sunrise television stations, which resulted in an additional $4.9 million of direct operating expenses. Our direct operating expenses (excluding depreciation and amortization of intangible assets) at our stations other than the Sunrise stations were relatively flat in 2003 as a result of savings associated with us centralizing our master control transmission facilities, which offset general cost increases.

Selling, general and administrative expenses, consisting primarily of employee salaries, sales commissions and other employee benefit costs, advertising and promotional expenses, increased $6.7 million or 8% for the year ended December 31, 2004, compared to the prior year. The increase was driven primarily by $2.1 million of expenses attributable to the consolidation of Banks Broadcasting, a $1.6 million or 9% increase in local sales commissions due to the increase in local airtime sales and a $1.0 million increase in compensation expense.

Selling, general and administrative expenses increased $10.1 million or 13% for the year ended December 31, 2003 compared to the prior year. The increase was driven by a $5.7 million increase as a result of the May 2002 acquisition of the Sunrise television stations. The remaining increase is primarily due to a $1.0 million increase in pension expense due to market conditions affecting our retirement funds, a $0.8 million increase in property tax expense due to a combination of the addition of digital equipment, and a general increase in property tax rates, an increase in insurance expense of $0.8 million and an increase of $0.7 million in legal expenses primarily due to labor negotiations at several of our stations.

Selling expenses as a percentage of net revenues were 3.6%, 3.7% and 3.2% for the years ended December 31, 2004, 2003 and 2002, respectively.

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Amortization of program rights represents costs associated with the acquisition of syndicated programming, features and specials. Amortization of program rights increased $0.9 million or 4% for the year ended December 31, 2004 compared to the prior year. The increase is the result a $0.7 million increase in the write-downs associated with several program rights due to lower projected revenue streams for those programs and $0.6 million attributable to the consolidation of Banks Broadcasting, offset by lower program costs at certain of our stations due to a combination of lower prices and nonrenewals of certain programming contracts.

Amortization of program rights increased $3.6 million or 19% for the year ended December 31, 2003 compared to the prior year. The increase is primarily due to the May 2002 acquisition of the Sunrise television stations, which resulted in an additional $1.8 million of amortization expense and $2.6 million as a result of writing down several program rights due to lower projected revenue streams for those programs.

Corporate expenses, related to costs associated with the centralized management of our stations, increased $2.4 million or 15% for the year ended December 31, 2004 compared to the prior year. Of the $2.4 million increase, $0.6 million is attributable to the consolidation of Banks Broadcasting. The remaining increase is primarily due to severance costs of $0.9 million related to the departure of a company executive and an increase in audit fees of $0.7 million related to corporate governance and related compliance activities.

Corporate expenses increased $3.6 million or 29% for the year ended December 31, 2003, compared to the prior year due to an increase in pension expense of approximately $0.7 million due to market conditions affecting our retirement funds, $0.4 million in directors and officers’ insurance expense, $1.4 million in due diligence related to potential acquisitions and professional fees as a result of increased activities related to corporate governance and related compliance activities and $0.9 million for severance pay and benefits related to centralizing the master control transmission facilities in Indianapolis, Indiana and Springfield, Massachusetts.

Depreciation and amortization of intangible assets remained relatively flat for the year ended December 31, 2004 compared to the prior year.

Depreciation and amortization of intangible assets increased $3.6 million or 13% for the year ended December 31, 2003, compared to the prior year. The increase is partially due to the May 2002 acquisition of the Sunrise television stations, which resulted in an additional $1.6 million of depreciation and amortization expense. The remaining increase is the result of increased capital additions related to the digital conversion and maximization efforts and the clustering of our master control transmission facilities.

As a result of our annual impairment test for goodwill and broadcast license, we recorded a non-cash impairment charge of $51.7 million reflected in operating expenses for the year ended December 31, 2003. This charge reflects the write-down of certain broadcast licenses resulting from a discounted cash flow forecast that uses industry averages to determine the fair value of the licenses. The decrease in fair value was the result of the decline in the advertising market during 2001 and 2003, which decreased industry station operating margins and therefore the value of our broadcast licenses.

Other (Income) Expense

The following table summarizes our total net interest expense:

	Year Ended December 31,
	2004			2003			2002
Components of interest expense
Senior Credit Facility	$	9,623		$	8,680		$	5,484
$300,000, 83/8% Senior Subordinated Notes		—			12,515			29,045
$200,000, 61/2% Senior Subordinated Notes		13,541			8,703			—
$125,000, 2.50% Exchangeable Senior Subordinated Debentures		7,556			4,832			—
$166,440, 8% Senior Notes		15,459			18,683			17,521
$276,000, 10% Senior Discount Notes		—			4,973			32,695
$100,000, 10% Senior Discount Notes		—			2,119			8,167
Interest income		(418	)		(1,015	)		(268	)
Total interest expense, net	$	45,761		$	59,490		$	92,644

Interest expense, net decreased $13.7 million or 23% for the year ended December 31, 2004 and $33.2 million or 36% for the year ended December 31, 2003 when compared to the year ended December 31, 2003 and 2002, respectively, due to lower outstanding borrowings and lower average interest rates.

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Share of income in equity investments increased to $7.4 million for the year ended December 31, 2004 compared to the prior year. This increase was primarily the result of improved operating performance of the stations included in our joint venture with NBC and the WAND (TV) Partnership. Share of income in equity investments decreased to $0.5 million for the year ended December 31, 2003 from $6.3 million for the year ended December 31, 2002. This decrease was primarily the result of the operating performance of the stations included in our joint venture with Banks Broadcasting and the WAND (TV) Partnership.

The gain on derivative instruments, derived from the mark-to-market of such instruments, increased to $15.2 million for the year ended December 31, 2004 compared to the prior year. This increase was due to fluctuations in market interest rates. Gain on derivative instruments decreased to $2.6 million for the year ended December 31, 2003 compared to $5.6 million for the prior period. Our derivative instruments during 2004 and 2003 consisted of the embedded derivatives within our 2.50% Exchangeable Senior Subordinated Debentures and in 2002 consisted of interest rate collars and cap and swap arrangements. The 2003 decrease in gain on derivative instruments was due to fluctuations in market interest rates.

Other items

We recorded a loss of $4.4 million for the year ended December 31, 2004, related to the write-off of unamortized financing fees, discounts and associated costs in connection with the early extinguishment of $38.6 million of 8% Senior Notes due 2008. We recorded a loss of $53.6 million for the year ended December 31, 2003, related to the write-off of unamortized financing fees, discounts and associated costs in connection with the early redemption of all of our 10% Senior Discount Notes and 8^3/8% Senior Subordinated Notes and the repurchase of $5.0 million principal amount of the 8% Senior Notes due 2008.

We incurred a $16.0 million expense in 2002 related to the termination of the monitoring and oversight agreement with Hicks Muse and the amendment of the financial advisory agreement with Hicks Muse to eliminate the terms requiring the payment of transaction fees.

We recorded a loss of $2.8 million related to an investment in an Internet company in the second quarter of 2002 and $0.3 million in the second quarter of 2003. This amount reflected an impairment of our initial investment as a result of a reduction in the value of the Internet company, which in the opinion of management, was other than temporary.

Income Taxes

Our benefit from income taxes increased to $19.0 million for the year ended December 31, 2004, from a provision of $9.2 million for the prior year. In 2004, based on all available evidence, we determined that a substantial portion of our deferred tax assets would be realized. As a result of this determination, our 2004 income tax benefit includes the benefit of $50.1 million from the reduction of the valuation allowance. This was offset by an increased tax provision related to recording increased income from continuing operations for the year ended December 31, 2004 compared to the prior period.

Our provision for income taxes decreased to $9.2 million for the year ended December 31, 2003 from a provision of $25.5 million for the prior year. The federal and state provisions for the year ended December 31, 2003 were primarily created by an increase in the valuation allowance against the increase in our net deferred tax asset position during the year. The foreign provision for the year ended December 31, 2003 was primarily created as a result of foreign operating income for the year ended December 31, 2003. The provision for the year ended December 31, 2002 was primarily attributed to book income for the year and a charge of $17.1 million to initially establish a valuation allowance against our net deferred tax asset position.

Liquidity and Capital Resources

Our principal sources of funds for working capital have historically been cash from operations and borrowings under our senior credit facility as well as funds from our initial public offering in May 2002. At December 31, 2004, we had cash of $14.8 million and an undrawn, but committed $191.9 million revolving credit facility, all of which was available as of December 31, 2004.

On March 11, 2005, we replaced our senior credit facility. Under this new facility, we obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on our existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV, during the first half of 2005. We are required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively.

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Contractual Obligations

The following table summarizes our estimated material contractual cash obligations at December 31, 2004 (in thousands):

	2005		2006-2008		2009-2010		Thereafter		Total
Principal payments and mandatory redemptions on debt (1)	$	6,573	$	318,367	$	—	$	325,000	$	649,940
Cash interest on debt (2)		34,552		81,488		32,610		97,875		246,525
Capital expenditures (3)		859		5		—		—		864
Program payments (4)		26,267		34,498		2,116		518		63,399
Operating leases (5)		1,084		2,003		660		3,398		7,145
Local marketing agreement payments (6)		1,130		1,073		—		—		2,203
Total	$	70,465	$	437,434	$	35,386	$	426,791	$	970,076

(1)	We are obligated to repay our Senior Credit Facility in December 2007, our 8% Senior Notes in 2008, our 6 1/2% Senior Subordinated Notes in May 2013 and our 2.50% Exchangeable Senior Subordinated Debentures in May 2033. However, the holders of our 2.50% Exchangeable Senior Subordinated Debentures can require us to purchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028. We repurchased and redeemed all of our 8% Senior Notes and received an additional $171.5 million in proceeds from issuance of additional $175.0 million 6 1/2% Senior Subordinated Notes and closed on a new senior credit facility in the first quarter of 2005 (See Note 18 of the consolidated financial statements for more information on these subsequent events).
(2)	We have contractual obligations to pay cash interest on our Senior Credit Facility, as well as commitment fees of approximately 0.50% on our revolving credit facility through 2007, on our 6 1/2% Senior Subordinated Notes through 2013, and our 2.50% Exchangeable Senior Subordinated Debentures through 2033. We repurchased and redeemed all of our 8% Senior Notes and received an additional $171.5 million in proceeds from issuance of additional $175.0 million 6 1/2% Senior Subordinated Notes in the first quarter of 2005. We are obligated to pay contingent interest to holders of our 2.50% Exchangeable Senior Subordinated Debentures during any six-month period commencing May 15, 2008, if the average trading price of the debentures for a five trading day measurement period immediately preceding the first day of the applicable six-month period equals 120% or more of the principal amount of the debentures. The contingent interest to be paid would equal 0.25% per annum per $1,000 principal amount of debentures.
(3)	Our capital expenditures primarily include purchases of broadcasting equipment, studio equipment, vehicles and office equipment to improve the efficiency and quality of our television broadcasting operations and may fluctuate as a result of a number of factors, including FCC regulatory compliance expenditures and periodic maintenance requirements. As of December 31, 2004, we have committed capital expenditures that extend into 2006.
(4)	We have entered into commitments for future syndicated news, entertainment, and sports programming. We have recorded $35.3 million of program obligations as of December 31, 2004 and have unrecorded commitments of $28.1 million for programming that is not available to air as of December 31, 2004.
(5)	We lease land, buildings, vehicles and equipment under non-cancelable operating lease agreements.
(6)	We have entered into option agreements that would enable us to purchase KNVA-TV and WNAC-TV for a fixed amount under certain conditions. In connection with WNAC-TV and KNVA-TV, we are committed to pay minimum future periodic fees totaling $2.2 million as of December 31, 2004.

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The following table sets forth the components of our net cash provided by operating activities (in thousands):

	Year Ended December 31,
	2004			2003			2002
	(in thousands)
Cash collected from customers	$	416,298		$	401,577		$	388,358
Network compensation payments received		10,496			11,156			10,531
Cash received from other revenue		8,754			8,112			4,320
Cash paid for employee compensation and benefits		(128,378	)		(131,088	)		(106,346	)
Cash paid for program payments		(25,050	)		(23,029	)		(22,475	)
Cash paid for interest		(39,885	)		(52,722	)		(48,435	)
Cash paid for taxes		(5,597	)		(5,758	)		(1,029	)
Cash paid for all other operating expenses		(148,846	)		(155,710	)		(149,894	)
Net cash provided by operating activities	$	87,792		$	52,538		$	75,030

Net cash provided by operating activities increased $35.3 million to $87.8 million for the year ended December 31, 2004 compared to $52.5 million for the prior year. This increase is the result of an increase in cash collected from customers of $14.7 million, which is the result of increased net revenue; a decrease in cash paid for interest of $12.8 million, resulting from lower average borrowing levels and interest rates during 2004; and a decrease in cash paid for all other operating expenses of $6.9 million related to the timing of certain operating expenses.

Net cash provided by operating activities decreased $22.5 million to $52.5 million for the year ended December 31, 2003 compared to $75.0 million for the prior year. This decrease is the result of an increase in employees compensation and benefits of $24.7 million, which is the result of $5.2 million related to the Sunrise acquisition, $11.5 million related to the timing of salary and bonus payments and $8.0 million due to a general market increase in the rates of compensation and benefits. Also contributing to the decrease in operating cash flow is an increase in cash paid for other operating expenses of $5.8 million, which is primarily the result of the Sunrise acquisition. Offsetting these was an increase in cash collected from customers of $13.2 million, which was the result of improved collections on our accounts receivable.

Net cash used in investing activities was $7.6 million for the year ended December 31, 2004 compared to net cash provided by investing activities of $9.7 million for the prior year. This change was primarily the result of the liquidation of our short-term investments during 2003.

Net cash provided by investing activities decreased $23.4 million to $9.7 million for the year ended December 31, 2003 compared to $33.4 million for the prior year. This decrease is primarily the result of the sale of the North Dakota stations during 2002, which resulted in proceeds of $36.0 million and proceeds of $60.8 million from the redemption of our preferred units in Southwest Sports Group during 2002. These items were offset by $23.7 million of additional proceeds in 2003 resulting from the redemption of our short-term investments.

Net cash used in financing activities decreased $121.8 million to $74.9 million for the year ended December 31, 2004 compared to $196.7 million for the prior year. This decrease is the result of the retirement of $376.0 million aggregate principle amount of 10% Senior Discount Notes and 10% Senior Discount Add-On Notes during 2003. This debt retirement was funded by proceeds from the $175.0 million term loan entered into during 2003, a $75.0 million drawdown on our existing revolving credit facility and cash on hand.

Net cash provided by financing activities was $196.7 million for the year ended December 31, 2003 compared to net cash provided by financing activities of $18.2 million for the prior year. This change was principally the result of the principal payments on the LIN Television 8 ^3/8% Senior Subordinated Notes due in 2008 in the aggregate principal amount of $300.0 million, the LIN Holdings 10% Senior Discount Notes due 2008 in the aggregate principal amount of $276.0 million and the LIN Holdings 10% Senior Add-on Discount Notes due 2008 in the aggregate principal amount of $100.0 million, offset by $500.0 million of proceeds from the combination of the issuance of the 6 1/2 % Senior Subordinated Notes due 2013, the issuance of the 2.50% Exchangeable Senior Subordinated Debentures due 2033 and draw downs under our Senior Credit Facility.

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The change was also affected by the issuance of our initial public offering of common stock in 2002, which resulted in net proceeds of $399.9 million.

Based on the current level of our operations and anticipated future growth, both internally generated as well as through acquisition, we believe that our cash flows from operations, together with available borrowings under credit facilities, will be sufficient to meet our anticipated requirements for working capital, capital expenditures, interest payments and scheduled principal payments for the next 12 months and for the foreseeable future.

Description of Indebtedness

The following is a summary of our outstanding indebtedness as of (in thousands):

	December 31,
	2004		2003
Senior Credit Facility	$	158,500	$	193,500
$166,440 and $205,000 at December 31, 2004 and 2003, respectively, 8% Senior Notes due 2008 (net of discount of $2,884 and $4,706 at December 31, 2004 and 2004, respectively) (1)		163,556		200,294
$200,000, 6 1/2% Senior Subordinated Notes due 2013 (2)		200,000		200,000
$125,000, 2.50% Exchangeable Senior Subordinated Debentures due 2033 (net of discount of $14,215 and $18,427 at December 31, 2004 and 2003, respectively)		110,785		106,573
Total debt		632,841		700,367
Less current portion		6,573		7,000
Total long-term debt	$	626,268	$	693,367

(1)	We repurchased and redeemed all of our 8% Senior Notes in the first quarter of 2005.
(2)	We issued an additional $175.0 million principal amount of 6 1/2% Senior Subordinated Notes in the first quarter of 2005.

The following table is a summary of interest expense that is recorded during the period, which is paid in cash during the period or subsequent periods, and the interest expense related to amortization of discount and deferred financing fees (in thousands):

	Year Ended December 31,
	2004			2003			2002
Components of interest expense:
Senior Credit Facility	$	8,033		$	7,194		$	3,928
$166,440 8% Senior Notes		13,883			16,783			16,800
$200,000 6 1/2% Senior Subordinated Notes		13,040			8,393			—
$125,000 2.50% Exchangeable Senior Subordinated Debentures		3,201			2,110			—
$276,000 8 3/8% Senior Subordinated Notes		—			11,448			25,125
$325,000 10% Senior Discount Notes		—			330			—
$100,000 10% Senior Discount Notes		—			194			—
Other		(418	)		(1,015	)		(416	)
Interest expense before amortization of discount and deferred financing fees		37,739			45,437			45,437
Amortization of discount and deferred financing fees		8,022			14,053			47,207
Total interest expense	$	45,761		$	59,490		$	92,644

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The following table summarizes the material terms of our debt agreements:

Senior Credit Facility

	Revolving facility			Term Loans
Final maturity date		3/31/2005			12/31/2007
Balance at December 31, 2004	$	—		$	158,500
Unused balance at December 31, 2004		191,888			—
Adjusted LIBOR	1.50% to 2.75%			2.00% to 2.25%
Applicable margin		2.00	%	2.00% to 2.25%
Interest rate	3.50% to 4.75%			4.00% to 4.50%

The revolving credit facility may be used for general corporate purposes, acquisitions of certain assets and the redemption of our publicly traded securities not to exceed $50 million. The senior credit facility permits us to prepay loans and to permanently reduce revolving credit commitments, in whole or in part, at any time. We are required to make mandatory prepayments of our terms loans in the amount of $1.6 million per quarter and additional prepayments based on certain debt transactions or the disposal of certain assets.

The senior credit facility contains covenants that, among other things, restrict the ability of our subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness or amend other debt instruments, pay dividends, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, make acquisitions, engage in mergers or consolidations, change the business conducted by it, make capital expenditures, or engage in certain transactions with affiliates and otherwise restrict certain corporate activities. We are required, under the terms of the senior credit facility, to comply with specified financial ratios, including minimum interest coverage ratio, maximum leverage ratio and minimum fixed charge coverage ratio.

The senior credit facility also contain provisions that prohibit any modification of the indentures governing our senior subordinated notes and senior notes in any manner adverse to the lenders and that limits our ability to refinance or otherwise prepay our senior subordinated notes or senior notes without the consent of such lenders.

On March 11, 2005, we replaced our senior credit facility. Under this new facility, we obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on our existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV, during the first half of 2005. We are required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively. The new facility contains covenants similar to that of the old facility.

6 ^1/2% Senior Subordinated Notes, 2.50% Exchangeable Senior Subordinated Debentures and 8% Senior Notes

					2.50% Exchangeable Senior
	8% Senior Notes		6 1/2% Senior Subordinated Notes		Subordinated Debentures
Final maturity date		1/15/2008		5/15/2013		5/15/2033(1)
Annual interest rate		8.0%		6.5%		2.5%
Payable semi-annually in arrears	June 15th		May 15th		May 15th
	January 15th		November 15th		November 15th

⁽¹⁾ The holders of our 2.50% Exchangeable Senior Subordinated Debentures can require us to repurchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.

The 6 ^1/2% Senior Subordinated Notes and the 2.50% Exchangeable Senior Subordinated Debentures are unsecured and are subordinated in right of payment to all senior indebtedness, including our 8% Senior Notes and our senior credit facility and the 8% Senior Notes are unsecured and are subordinated in right of payment to our senior credit facility.

The indentures governing the 6 ^1/2% Senior Subordinated Notes, 2.50% Exchangeable Senior Subordinated Debentures and the 8% Senior Notes contain covenants limiting, among other things, the incurrence of additional indebtedness and issuance of capital stock; layering of indebtedness; the payment of dividends on, and redemption of, our capital stock; liens; mergers, consolidations and sales of all or substantially all of our assets; asset sales; asset swaps; dividend and other payment restrictions affecting restricted subsidiaries; and transactions with affiliates. The indentures also have change of control provisions which may require us to purchase all or a portion of our 6 ^1/2% Senior Subordinated Notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest, and our 2.50% Exchangeable Senior Subordinated Debentures at a price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest.

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The 6 ^1/2% Senior Subordinated Notes and the 8% Senior Notes have certain limitations and financial penalties for early redemption of the notes. The 2.50% Exchangeable Senior Subordinated Debentures have a contingent interest feature that could require us to pay contingent interest at the rate of 0.25% per annum commencing with the six-month period beginning May 15, 2008 if the average trading price of the debentures for a five-day measurement period preceding the beginning of the applicable six-month period equals 120% or more of the principal amount. The debentures also have certain exchange rights where the holder may exchange each debenture for a number of LIN TV Corp.’s class A common stock based on certain conditions.

Prior to May 15, 2008, the exchange rate will be determined as follows:

•   If the applicable stock price is less than or equal to the base exchange price, the exchange rate will be the base exchange rate; and

•   If the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate: The base exchange rate plus the product of (i) a fraction, the numerator of which equals the applicable stock price less the base exchange price and the denominator of which equals the applicable stock price multiplied by (ii) the incremental share factor.

On May 15, 2008, the exchange rate will be fixed at the exchange rate then in effect.

The “base exchange rate” is 26.8240, subject to adjustment, and the “base exchange price” is a dollar amount (initially $37.28) derived by dividing the principal amount per debenture by the base exchange rate. The “incremental share factor” is 23.6051, subject to the same proportional adjustment as the base exchange rate. The “applicable stock price” is equal to the average of the closing sale prices of LIN TV Corp.’s common stock over the five trading-day period starting the third trading day following the exchange date of the debentures.

The 2.50% Exchangeable Senior Subordinated Debentures also have certain embedded derivative features. See Note 9 of the consolidated financial statements for more information on our derivatives.

Repayment of Principal

The following table summarizes future principal repayments on our debt agreements:

	Senior Credit Facilities		Senior Credit Facilities				6 1/2 Senior		2.50% Exchangeable Senior
	(Revolving facility)		(Term Loans)		8% Senior Notes		Subordinated Notes		Subordinated Debentures			Total
Final maturity date		3/31/2005		12/31/2007		1/15/2008		5/15/2013		5/15/2033	(1)
2005	$	—	$	6,573	$	—	$	—	$	—		$	6,573
2006		—		6,573		—		—		—			6,573
2007		—		145,354		—		—		—			145,354
2008		—		—		166,440		—		—			166,440
2009		—		—		—		—		—			—
2010		—		—		—		—		—			—
Thereafter		—		—		—		200,000		125,000			325,000
Total	$	—	$	158,500	$	166,440	$	200,000	$	125,000		$	649,940

⁽¹⁾ The holders of our 2.50% Exchangeable Senior Subordinated Debentures can require us to repurchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.

We paid $73.6 million on the principal amount of our debt in 2004 compared with $22.0 million in 2003. The $73.6 million in 2004 included a $22.0 million payment to pay the principal balance on our revolving credit facility, $7.0 million in mandatory payments on our term loans plus an additional $6.0 million on the principal balance on our term loans, and $38.6 million to retire a portion of our 8% Senior Notes. The remaining principal balance of our 8% Senior Notes will be retired in the first quarter of 2005. See Note 18 — Subsequent Events for further discussion of the repurchase. The $22.0 million in 2003 represented a payment on the principal balance of the revolving credit facility and $5.0 million to repurchase a portion of our 8% Senior Notes.

GECC Note

We have guaranteed a General Electric Credit Corporation’s $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0% per annum until March 2, 2013, and 9.0% per annum thereafter, that was assumed by the NBC joint venture in 1998.

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The guarantee would require us to pay any shortfall after the assets of the joint venture were liquidated in the case of a default. The cash flow generated by the joint venture has serviced the interest on the note and operational requirements of the joint venture since 1998 and has generated an average of $34.5 million in cash distributions over the last three years. We believe the fair value of the underlying assets of the joint venture is in excess of the carrying values of its assets or the GECC note.

The GECC note is not our obligation, but is recourse to the joint venture, our equity interests therein and to LIN TV Corp., pursuant to a guarantee.

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FACTORS THAT MAY AFFECT FUTURE RESULTS

Risks Associated with Business Activities

Our operating results are primarily dependent on advertising revenues and, as a result, we may be more vulnerable to economic downturns than businesses in other industries.

Our operating results are primarily dependent on advertising revenues. The success of our operations depends in part upon factors beyond our control, such as:

•   national and local economic conditions;

•   the availability of high profile sporting events;

•   the relative popularity of the programming on our stations;

•   the demographic characteristics of our markets; and

•   the activities of our competitors.

Our programming may not attract sufficient targeted viewership or we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenues to decline. In addition, we, and those on whom we rely for programming, may not be able to anticipate and react effectively to shifts in viewer tastes and interests in the markets.

We are dependent to a significant degree on automotive advertising.

Approximately 27%, 25% and 22% of our total revenues for the years ended December 31, 2004, 2003 and 2002, respectively, consisted of automotive advertising. A significant decrease in these revenues in the future could materially and adversely affect our results of operations and cash flows, which could affect our ability to fund operations and service our debt obligations and affect the value of shares of our common stock.

We have a substantial amount of debt, which could adversely affect our financial condition, liquidity and results of operations, reduce our operating flexibility and put us at greater risk for default and acceleration of our debt.

As of December 31, 2004, we had approximately $632.8 million of consolidated indebtedness and approximately $856 million of consolidated stockholders’ equity. In addition, we may incur additional indebtedness in the future. Accordingly, we will continue to have significant debt service obligations.

Our large amount of indebtedness could, for example:

•   require us to use a substantial portion of our cash flow from operations to pay indebtedness and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate activities;

•   limit our ability to obtain additional financing in the future;

•   expose us to greater interest rate risk since the interest rates on our senior credit facility vary; and

•   impair our ability to successfully withstand a downturn in our business or the economy in general and place us at a disadvantage relative to our less leveraged competitors.

Any of these consequences could have a material adverse effect on our business, liquidity and results of operations. In addition, our debt instruments require us to comply with covenants, including those that restrict the ability of certain of our subsidiaries to dispose of assets, incur additional indebtedness, pay dividends, make investments, make acquisitions, engage in mergers or consolidations and make capital expenditures, that will restrict the manner in which we conduct our business and may impact our operating results. Our failure to comply with these covenants could result in events of default, which, if not cured or

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waived, would permit acceleration of our indebtedness and acceleration of indebtedness under other instruments that contain cross-acceleration or cross-default provisions. In the past, we have obtained amendments with respect to compliance with financial ratio tests in our senior credit facility. Consents or amendments that may be required in the future may not be available on reasonable terms, if at all.

We have a history of net losses and a substantial accumulated deficit.

We had net losses of $90.4 million and $47.2 million for years ended December 31, 2003 and 2002, respectively, primarily as a result of amortization and impairment of intangible assets and debt service obligations. In addition, as of December 31, 2004, we had an accumulated deficit of $201.8 million. Although we achieved net income of $93.0 million in 2004, we may not be able to maintain profitability in future periods.

We may not be able to generate sufficient cash flow to meet our debt service obligations, forcing us to refinance all or a portion of our indebtedness, sell assets or obtain additional financing.

Our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance our indebtedness, will depend on our future performance, which, to a certain extent, will be subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate sufficient cash flow from operations in the future to pay our indebtedness or to fund our other liquidity needs. As a result, we may need to refinance all or a portion of our indebtedness, on or before maturity, sell assets or obtain additional financing. We may not be able to refinance any of our indebtedness on commercially reasonable terms, if at all. If we are unable to generate sufficient cash flow or refinance our indebtedness on commercially reasonable terms, we may have to seek to restructure our remaining debt obligations, which could have a material adverse effect on the price of our common stock and the market, if any, for our debt.

We have a material amount of intangible assets, and if we are required to write down intangible assets in future periods, it would reduce net income, which in turn could materially and adversely affect the results of operations and the trading price of LIN TV Corp.’s class A common stock.

Approximately $1.7 billion, or 80%, of our total assets as of December 31, 2004 consists of unamortized intangible assets. Intangible assets principally include broadcast licenses and goodwill. SFAS No. 142, “Goodwill and Other Intangible Assets,” requires, among other things, the impairment testing of goodwill. If at any point in the future the value of these intangible assets decreased, we would be required to incur an impairment charge that could significantly adversely impact our reported results of operations and stockholders’ equity. We recorded an impairment of our broadcast licenses at March 31, 2002 of $47.2 million and at December 31, 2003 of $51.7 million.

Our strategy includes seeking growth through acquisitions of television stations, which could pose various risks and increase our leverage.

We intend to pursue selective acquisitions of television stations with the goal of improving their operating performance by applying our management’s business and growth strategy. However, we may not be successful in identifying attractive acquisition targets. Future acquisitions involve inherent risks, such as increasing leverage and debt service requirements and combining company cultures and facilities that could have a material adverse effect on our operating results, particularly during the period immediately following any acquisitions. We may not be able to successfully implement effective cost controls, increase advertising revenues or increase audience share with respect to any acquired station. In addition, our future acquisitions may result in our assumption of unexpected liabilities and may result in the diversion of management’s attention from the operation of our business.

In addition, television station acquisitions are subject to the approval of the FCC and, potentially, other regulatory authorities. The need for FCC and other regulatory approvals could restrict our ability to consummate future transactions and potentially require us to divest some television stations if a regulatory authority believes that a proposed acquisition would result in excessive concentration in a market, even if the proposed combinations may otherwise comply with FCC ownership limitations.

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Broadcast interests of our affiliates, including Hicks Muse, may be attributable to us and may limit our ability to acquire television stations in particular markets, restricting our ability to execute our growth strategy.

The number of television stations we may acquire in any market is limited by FCC rules and may vary depending upon whether the interests in other television stations or other media properties of individuals affiliated with us are attributable to those individuals under FCC rules. The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association. The broadcast or other media interests of our officers, directors and 5% or greater voting stockholders are generally attributable to us, which may limit our acquisition or ownership of television stations in particular markets while those officers, directors or stockholders are associated with us. In addition, the holder of an otherwise nonattributable equity or debt interest in a licensee which is in excess of 33% of the total debt and equity of the licensee will nonetheless be attributable where the holder is either a major program supplier to that licensee or the holder has an attributable interest in another broadcast station, cable system or newspaper in the same market. As of December 31, 2004, affiliates of Hicks Muse own 23,508,119 shares of LIN TV class B common stock, which represents 46.6% of LIN TV’s capital stock. Pursuant to FCC rules and regulations, non-voting stock does not generally create an attributable interest. As a result, due to the fact that affiliates of Hicks Muse only own shares of LIN TV class B common stock, we believe that none of our stations will be attributed to Hicks Muse and that no stations attributed to Hicks Muse will be attributed to us. However, if affiliates of Hicks Muse elect to convert their shares of class B common stock into either class A common stock or class C common stock of LIN TV, under current FCC rules and regulations, the stations that are attributable to Hicks Muse would be attributed to us. In addition, the FCC has stated that it reserves the authority, in an appropriate case, to declare as being attributable an unusual combination of otherwise nonattributable interests.

Hicks Muse and its affiliates, whose interests may differ from your interests, have approval rights with respect to significant transactions and could convert their equity interests in LIN TV into a majority of its voting power, thereby reducing the voting power of other LIN TV shareholders.

Hicks Muse and its affiliates have the ability to convert shares of LIN TV’s nonvoting class B common stock into class A common stock, subject to the approval of the FCC. If this occurs, affiliates of Hicks Muse would own approximately 46.6% of our voting equity interests in LIN TV and will effectively have the ability to elect the entire board of directors and to approve or disapprove any corporate transaction or other matters submitted to LIN TV shareholders for approval, including the approval of mergers or other significant corporate transactions. Upon the conversion of the majority of the nonvoting class B common stock into class A common stock, the class C common stock will automatically convert into an equal number of shares of class A common stock. The interests of Hicks Muse and its affiliates may differ from the interests of LIN TV’s other stockholders and Hicks Muse and its affiliates could take actions or make decisions that are not in your best interests.

For example, Hicks Muse is in the business of making significant investments in existing or newly formed companies and may from time to time acquire and hold controlling or non-controlling interests in television broadcast assets, such as its existing investment in businesses like Clear Channel Communications, Inc., that may directly or indirectly compete with LIN TV for advertising revenues. Hicks Muse and its affiliates may from time to time identify, pursue and consummate acquisitions of television stations or other broadcast related businesses that may be complementary to LIN TV’s business and therefore such acquisition opportunities may not be available to LIN TV.

Moreover, Royal W. Carson, III and Randall S. Fojtasek, two of LIN TV’s directors, together own all of LIN TV’s class C common stock and therefore possess 70% of LIN TV’s combined voting power. Accordingly, Messrs. Carson and Fojtasek will have the power to elect the entire board of directors of LIN TV and through this control, to approve or disapprove any corporate transaction or other matter submitted to the LIN TV stockholders for approval, including the approval of mergers or other significant corporate transactions. Both of Messrs. Carson and Fojtasek have prior business relations with Hicks Muse. Mr. Carson is the President of Carson Private Capital Incorporated, an investment firm that sponsors funds-of-funds and dedicated funds that have invested substantially all of the net capital of these funds in investment funds sponsored by Hicks Muse or its affiliates. Mr. Carson also serves on an advisory board representing the interests of limited partners of Hicks, Muse, Tate & Furst Europe Fund, L.P., which is sponsored by Hicks Muse. Hicks, Muse, Tate & Furst Europe Fund does not have an investment in us. Until its sale in

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1999, Mr. Fojtasek was the Chief Executive Officer of Atrium Companies, Inc., which was principally owned by Hicks Muse and its affiliates. Affiliates of Hicks Muse have invested as limited partners in Brazos Investment Partners LLC, a private equity investment firm of which Mr. Fojtasek is a founding member.

If we are unable to compete effectively, our revenue could decline.

The entertainment industry, and particularly the television industry, is highly competitive and is undergoing a period of consolidation and significant change. Many of our current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. Technological innovation and the resulting proliferation of television entertainment, such as cable television, Internet services, wireless cable, satellite-to-home distribution services, pay-per-view, digital video recorders, DVDs and home video and entertainment systems, have fractionalized television viewing audiences and have subjected free over-the-air television broadcast stations to new types of competition. In addition, as a result of the Telecommunications Act of 1996, the legislative ban on telephone cable ownership has been repealed and telephone companies are now permitted to seek FCC approval to provide video services to homes.

It will be difficult to take us over, which could adversely affect the trading price of our class A common stock.

Affiliates of Hicks Muse effectively determine whether a change of control will occur because of their rights through their ownership of all of the shares of our class B common stock or through their voting power, if they convert their shares of class B common stock into class A common stock or class C common stock. Moreover, provision of Delaware corporate law and our bylaws and certificate of incorporation, including the 70% voting power rights of our class C common stock held by Messrs. Carson and Fojtasek, make it more difficult for a third party to acquire control of us, even if a change of control would benefit the holders of class A common stock. These provisions and controlling ownership by affiliates of Hicks Muse could also adversely affect the public trading price of our class A common stock.

The loss of network affiliation agreements or changes in network affiliations could materially and adversely affect our results of operations if we are unable to quickly replace the network affiliation.

The non-renewal or termination of a network affiliation agreement or a change in network affiliations could have a material adverse effect on us. Each of the networks generally provides our affiliated stations with up to 22 hours of prime time programming per week. In return, our stations broadcast network-inserted commercials during that programming and often receive cash payments from networks, although in some circumstances, we make cash payments to networks.

In addition, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances, including as a result of a change of control of our affiliated stations, which would generally result upon the acquisition of 50% of our voting power. In the event that affiliates of Hicks Muse elect to convert the shares of LIN TV class B common stock held by them into shares of either class A common stock or class C common stock, such conversion may result in a change of control of our stations with network affiliation agreements. Some of the networks with which our stations are affiliated have required other broadcast groups, upon renewal of affiliation agreements, to reduce or eliminate network affiliation compensation and, in specific cases, to make cash payments to the network, and to accept other material modifications of existing affiliation agreements. Consequently, our affiliation agreements may not all remain in place and each network may not continue to provide programming or compensation to affiliates on the same basis as it currently provides programming or compensation. If this occurs, we would need to find alternative sources of programming, which may be less attractive and more expensive. We are currently in negotiations with NBC, FOX and Telefutura regarding affiliation agreements with their networks.

A change in network affiliation in a given television market may have many short-term and long-term consequences, depending upon the circumstances surrounding the change. Potential short-term consequences include increased marketing costs and increased internal operating costs, which can vary widely depending on the amount of marketing required to educate the audience regarding the change and to maintain the station’s viewing audience, short term loss of market share or slower market growth due to advertiser uncertainty about the switch, costs of gearing up a news operation, if necessary, and the cost of the equipment needed to conform the station’s programming, equipment and logos to the new network affiliation. Long-term consequences are more difficult to assess, due to the cyclical nature of each of the

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major network’s share of the audience that changes from year to year with programs coming to the end of their production cycle and the audience acceptance of new programs in the future and the fact that national network averages are not necessarily indicative of how a network’s programming is accepted in an individual market. How well a particular network fares in the affiliation switch depends largely on the value of the broadcast license, which is influenced by the length of time the broadcast license has been broadcasting, whether it is a VHF or a UHF license, the quality and location of the license, the audience acceptance of the licensee’s local news programming and community involvement and the quality of the other non-network programming transmitted. In addition, the majority of the revenue earned by television stations is attributable to locally produced news programming and syndicated product, rather than to network affiliation payments and advertising sales related to network programming. The circumstances that may surround a network affiliation switch cause uncertainty as to the actual costs that will be incurred by us and, if these costs are significant, the switch could have a material adverse impact on the income we derive from the affected station.

The use of an alternative method of valuing our network affiliations could have a significant adverse impact on our results of operations.

Different broadcast companies may use different assumptions in valuing acquired broadcast licenses and their related network affiliations than those that are used by us. These different assumptions may result in the use of different valuation methods that can result in significant variances in the amount of purchase price allocated to these assets among broadcast companies. We believe that the value of a television station is derived primarily from the attributes of its broadcast license. The attributes include:

•   The scarcity of broadcast licenses assigned by the FCC to a particular market;

•   The length of time that the broadcast license has been broadcasting;

•   Whether the station is a VHF station or a UHF station;

•   The quality of the broadcast signal and location of the broadcast station within the market;

•   The audience acceptance of the broadcast license’s local news programming and community involvement; and

•   The quality of non-network programming carried by a station.

In connection with our purchase of Sunrise Television Corp. in May 2002, we acquired broadcast licenses in markets with a number of commercial television stations equal to or less than the number of television networks seeking affiliates. The methodology we used in connection with the valuation of the stations acquired in the Sunrise transaction was based on our evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated. We believed that in these specific markets we would be able to replace a network affiliation agreement with little or no economic loss to the television station. As a result of this assumption, we ascribed no incremental value to the incumbent network affiliation in each market beyond the cost of negotiating a new agreement with another network and the value of any terms that were more favorable or unfavorable than those generally prevailing in the market. Other broadcasting companies have valued network affiliations on the basis that it is the affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operating performance of that station. As a result, these broadcasting companies look beyond the specific contract value and include in their network affiliation valuation amounts related to attributes that we believe are more appropriately reflected in the value of the broadcast license or goodwill.

Other broadcasting companies believe that network affiliations are an important component of the value of a station. These companies believe that VHF stations are popular because they have been affiliating with networks from the inception of network broadcasts, stations with network affiliations have the most successful local news programming and the network affiliation relationship enhances the audience for local syndicated programming. As a result, these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship. If we were to adopt this alternative method for valuing these network affiliations, the value of our broadcast licenses and goodwill as reported on our balance sheet would be reduced and the value of our other intangibles assets

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would be proportionately increased. As a result, our expenses relating to the depreciation and amortization of intangible assets could increase significantly as more value would be assigned to an amortizing asset and this increase could materially reduce our operating income and materially increase our net loss.

In future acquisitions, the valuation of the broadcast licenses and network affiliations may differ from the Sunrise acquisition values due to different attributes of each station and the market in which it operates.

The General Electric Capital Corporation note could result in significant liabilities and could trigger a change of control under our existing indebtedness, causing our indebtedness to become immediately due and payable.

General Electric Capital Corporation (“GECC”), a subsidiary of General Electric Company, provided debt financing for a joint venture between us and NBC Universal, another subsidiary of General Electric Company, in the form of an $815.5 million, non-amortizing senior secured note due 2023. In the event that such note is not extended or otherwise refinanced when the note matures in 2023, we expect that, assuming current federal marginal tax rates remain in effect, our tax liability related to the joint venture transaction will be approximately $255.0 million. The formation of the joint venture was intended to be tax-free to us. However, any early repayment of the note will accelerate this tax liability, which could have a material adverse effect on us. In addition, if an event of default occurs under the note, and GECC is unable to collect all amounts owed to it after exhausting all commercially reasonable remedies against the joint venture, including during the pendency of any bankruptcy involving the joint venture, GECC may proceed against LIN TV to collect any deficiency, including by foreclosing on our stock and other LIN TV subsidiaries, which could trigger the change of control provisions under our existing indebtedness.

Annual cash interest payments on the note are approximately $66.1 million. There are no scheduled payments of principal due prior to 2023, the stated maturity of the note. The obligations under the note were assumed by the joint venture, and the proceeds of the note were used to finance a portion of the cost of Hicks Muse’s acquisition of us. The note is not our obligation nor the obligation of any of LIN TV’s subsidiaries and is recourse only to the joint venture, our equity interest in the joint venture and, after exhausting all remedies against the assets of the joint venture and the other equity interest in the joint venture, to LIN TV pursuant to a guarantee. An event of default under the note will occur if the joint venture fails to make any scheduled payment of interest, within 90 days of the date due and payable, or principal of the note on the maturity date. The joint venture is required to maintain a cash reserve of $15.0 million for the purpose of making interest and principal payments on the note when due in the event that the joint venture has insufficient cash on hand to make such payments. Both NBC and us have the right to make a shortfall loan to the joint venture to cover any interest payment. However, if the joint venture fails to pay principal or interest on the note, and neither NBC nor us make a shortfall loan to cover the interest payment, an event of default would occur under the note and GECC could accelerate the maturity of the entire amount due under the note. Other than the acceleration of the principal amount of the note upon an event of default, prepayment of the principal of the note is prohibited prior to its stated maturity.

Risks Related to Our Industry

Any potential hostilities or terrorist attacks may affect our revenues and results of operations.

During each of the three month periods ended March 31, 2003 and June 30, 2003, we experienced a loss of advertising revenue and incurred additional broadcasting expenses due to the initiation of military action in Iraq. The military action disrupted our television stations’ regularly scheduled programming and some of our clients rescheduled or delayed advertising campaigns to avoid being associated with war coverage. We expect that if the United States engages in other foreign hostilities or there is a terrorist attack against the United States, we may lose additional advertising revenue and incur increased broadcasting expenses due to further pre-emption, delay or cancellation of advertising campaigns and the increased costs of providing coverage of such events. We cannot predict the extent and duration of any future, disruption to our programming schedule, the amount of advertising revenue that would be lost or delayed or the amount by which our broadcasting expenses would increase as a result. The loss of revenue and increased expenses has negatively affected, and could negatively affect in the future, our results of operations.

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Our industry is subject to significant syndicated and other programming costs, and increased programming costs could adversely affect our operating results.

Our industry is subject to significant syndicated and other programming costs. We may be exposed in the future to increased programming costs, which may adversely affect our operating results. We often acquire program rights two or three years in advance, making it difficult for us to accurately predict how a program will perform. In some instances, we may have to replace programs before their costs have been fully amortized, resulting in write-offs that increase station operating costs.

Changes in FCC ownership rules through Commission action, judicial review or federal legislation may limit our ability to continue operating stations under local marketing agreements, may prevent us from obtaining ownership of the stations we currently operate under local marketing agreements and/or may preclude us from obtaining the full economic value of one or more of our two-station operations upon a sale, merger or other similar transaction transferring ownership of such station or stations.

FCC ownership rules currently impose significant limitations on the ability of broadcast licensees to have attributable interests in multiple media properties. These restrictions include a rule prohibiting one company from owning broadcast television stations with service areas encompassing more than an aggregate 39% share of national television households. The restrictions also include a variety of local limits on media ownership. The restrictions include an ownership limit of one television station in most medium and smaller television markets and two stations in most larger markets, known as the television duopoly rule. The regulations also include a prohibition on the common ownership of a newspaper and television station in the same market (newspaper-television cross-ownership), limits on common ownership of radio and television stations in the same market (radio-television station ownership) and limits on radio ownership of four to eight radio stations in a local market.

In 2002, the United States Court of Appeals for the District of Columbia Circuit found three of the FCC’s decisions with respect to three of its ownership rules, including the then-35% household limit on national television ownership, the television duopoly rule and a prohibition on ownership of television broadcast stations and cable systems in the same market to be arbitrary and capricious. The court vacated the cable-television cross-ownership rule and remanded the national cap and television duopoly rule to the Commission for further action. In 2003, the FCC voted substantially to amend many of its ownership rules. The FCC raised the national television ownership limit from 35% to 45%. The television duopoly rule was relaxed to permit ownership of up to three stations in certain large markets and two stations in many mid-sized markets, provided that no more than one of the co-owned stations was to be among the top four in audience share in the market. In addition, the newspaper-television cross-ownership prohibition was restricted to smaller markets (those with fewer than four television stations). A new local cross-ownership regulation was adopted which precluded ownership of certain combinations of television and radio stations and newspapers in markets with fewer than nine television stations.

With respect to the television duopoly rule, the Commission declared that it would grant waivers of the top-four restriction under certain circumstances. It also held that two-station combinations, which were not in conformance with the amended rule, e.g., where both stations were among the top four stations in the local markets in audience share, would not have to be divested. However, the Commission also determined that a non-conforming combination could not be transferred jointly either as a separate asset or through the transfer of control of the licensee, except by obtaining a waiver of the rule upon each transfer or by sale to certain eligible small business entities. The Commission also determined that it would continue to grandfather local marketing agreements entered into prior to November 5, 1996, such as our local marketing agreements in Austin, Texas, and Providence, Rhode Island, until the conclusion of a further ownership review, which would address the question of whether and under what circumstances the agreements would be permitted to continue.

The amended rules were appealed to the United States Court of Appeals for the Third Circuit by multiple parties. The Third Circuit stayed the effectiveness of the rules pending resolution of the appeal, a stay which remains in place. On January 23, 2004, the national ownership cap was amended legislatively by Congress fixing the cap at an aggregate reach of 39% of national households. On June 24, 2004, the Third Circuit ruled that the national cap legislation had mooted the appeal of the Commission’s amended rule. The Third Circuit also ruled that the Commission’s decisions amending the television duopoly rule, the newspaper-broadcast cross-ownership rule, the radio-television cross-ownership rule and the local radio station ownership rule were for the most part arbitrary and capricious and remanded the rules to the FCC for further revision.

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Various parties supporting the FCC’s actions, but not the FCC itself, have appealed the Third Circuit’s decision to the United States Supreme Court, which is expected to decide sometime in the second quarter of 2005 whether to hear the appeal. We are unable to predict whether the Supreme Court will decide to hear the appeal nor, if it does, what the outcome of its decision will be.

Nor are we able to predict the timing or outcome of any FCC deliberations upon remand after the judicial appeals have been exhausted. Should the FCC’s amended rules ultimately become effective, attractive opportunities may arise for additional television station and other media acquisitions. But these changes also create additional competition for us from other entities, such as national broadcast networks, large station groups, newspaper chains and cable operators who may be better positioned to take advantage of such changes and benefit from the resulting operating synergies both nationally and in specific markets.

Should the new television duopoly rule become effective, we may be able to acquire the ownership of one or both of the stations in Austin, Texas, and Providence, Rhode Island, which we currently operate under local marketing agreements and which are subject to purchase option agreements entered into by our subsidiaries. Any such acquisition would be subject to the amended duopoly rule’s restriction on ownership of more than one top-four station in a market. Should we have to seek a waiver of the new rule in either case because the second station is among the top four in audience share, there is no assurance that we will be successful in obtaining it. Should a waiver be required and obtained, or should we succeed in elevating to top-four audience status the second station in any of the other markets in which we currently have two stations, we will be unable to transfer that two-station combination, either through an asset transfer or a transfer of control of us (or the applicable licensee subsidiary), without grant of another waiver or sale to an eligible small business entity. Moreover, should we be unable to obtain a waiver, there is no assurance that the grandfathering of our local marketing agreements will be permitted beyond conclusion of a future rulemaking which could be initiated as early as 2005 but no later than 2006. During the year ended December 31, 2004 we had net revenues of $19.6 million, or 5.2%, of our total net revenues, attributable to those local marketing agreements.

Changes in technology may impact our long-term success and ability to compete.

The FCC has adopted rules for implementing advanced television, commonly referred to as “digital” television, in the United States of America. As of December 31, 2004, all of our stations were broadcasting in digital. Implementation of digital television improves the technical quality of over-the-air broadcast television. However, conversion to digital operations may reduce a station’s geographical coverage area. We believe that digital television is essential to our long-term viability and the broadcast industry, but we cannot predict the precise effect digital television might have on our business. The FCC has levied fees on broadcasters with respect to non-broadcast uses of digital channels, including data transmissions or subscriber services. Further advances in technology may also increase competition for household audiences and advertisers. We are unable to predict the effect that technological changes will have on the broadcast television industry or the future results of our operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk:

We are exposed to market risk from changes in interest rates principally with respect to our senior credit facility, which is priced based on certain variable interest rate alternatives. There was approximately $158.5 million outstanding as of December 31, 2004 under our senior credit facility.

Accordingly, we are exposed to potential losses related to increases in interest rates. A hypothetical 1 percent increase in the floating rate used as the basis for the interest charged on the senior credit facility as of December 31, 2004 would result in an estimated $1.6 million increase in annualized interest expense assuming a constant balance outstanding of $158.5 million.

Our 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative features that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The value of these features on issuance of the debentures was $21.1 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative features are recorded at fair market value in the line item “other liabilities”. We have recorded a gain on derivative instruments in connection with the mark-to-market of these derivative features of $15.2 million and $2.6 million for the years ended December 31, 2004 and 2003, respectively.

45

We are also exposed to market risk related to changes in the interest rates through our investing activities and our floating rate credit arrangements. With respect to borrowings, our ability to finance future acquisition transactions may be impacted if we are unable to obtain appropriate financing at acceptable rates.

Item 8. Financial Statements and Supplementary Data:

See index on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure:

There are no changes in or disagreements with our accountants on any accounting or financial disclosure.

Item 9A. Controls and Procedures:

Evaluation of disclosure controls and procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2004. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2004, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a – 15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission. Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2004.

Our assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in Item 8 of this Form 10-K.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended December 31, 2004 that have materially affected or are reasonable likely to materially affect the Company’s internal control over financial reporting.

Item 9B. Other Information:

On March 11, 2005, we replaced our senior credit facility. Under the new facility, we obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on our existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV during the first half of 2005. We are required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively. The new facility contains covenants that, among other things, restrict the ability of our subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness or amend other debt instruments, pay dividends, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, make acquisitions, engage in mergers or consolidations, change the business they conduct, make capital expenditures, or engage in certain transactions with affiliates, and otherwise restrict certain corporate activities. In addition, under the new facility, we are required to comply with specified financial ratios, including a minimum interest coverage ratio and a maximum leverage ratio. The new facility is filed as Exhibit 10.44 to this Annual Report on Form 10-K.

PART III

Item 10. Directors and Executive Officers of the Registrant:

The response to this item is contained in our Proxy Statement for the 2005 Annual Meeting of Stockholders under the caption “Directors and Executive Officers”, which is incorporated by reference herein.

46

Item 11. Executive Compensation :

The response to this item is contained in our Proxy Statement for the 2005 Annual Meeting of Stockholders under the caption “Summary Compensation Table”, which is incorporated by reference herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management:

The response to this item is contained in our Proxy Statement for the 2005 Annual Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management”, which is incorporated by reference herein.

Item 13. Certain Relationships and Related Transactions:

The response to this item is contained in our Proxy Statement for the 2005 Annual Meeting of Stockholders under the caption “Certain Relationships and Related Transactions”, which is incorporated by reference herein.

Item 14. Principal Accountant Fees and Services:

The response to this item is contained in our Proxy Statement for the 2005 Annual Meeting of Stockholders under the caption “Independent Auditor Fees and Other Matters”, which is incorporated by reference herein.

Part IV

Item 15. Exhibits and Financial Statement Schedules :

(a) See Index to Financial Statements on page F-1.

(b) Exhibits.

No.	Description
3.1	Second Amended and Restated Certificate of Incorporation of LIN TV Corp. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
3.2	Amended and Restated Bylaws of LIN TV Corp. (filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
3.3	Restated Certificate of Incorporation of LIN Television Corporation (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television Corporation for the fiscal quarter ended June 30, 2003 (File No. 000-25206) and incorporated by reference herein).
3.4	Restated By-laws of LIN Television Corporation (filed as Exhibit 3.4 to the Registration Statement on Form S-1 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-54003) and incorporated by reference herein).
4.1	Specimen of stock certificate representing LIN TV Corp. Class A Common stock, par value $.01 per share (filed as Exhibit 4.1 to LIN TV Corp.’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
4.2	Registration Rights Agreement by and among LIN TV Corp. (f/k/a Ranger Equity Holdings Corporation) and the stockholders named therein (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
4.3	Registration Rights Agreement, dated as of May 12, 2003, by and among LIN Television Corporation, the guarantors named therein, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Fleet Securities, Inc. and Scotia Capital (USA) Inc. (filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).

47

No.	Description
10.1	Indenture, dated as of June 14, 2001, among LIN Television Corp. and the Bank of New York, successor to United States Trust Company of New York, as Trustee, relating to the 8% Senior Notes (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q of LIN Holdings Corp. and LIN Television Corporation for the fiscal quarter ended June 30, 2001 (File No. 000-25206) and incorporated by reference herein).
10.2	Indenture, dated as of May 12, 2003, among LIN Television Corporation, the guarantors named therein and the Bank of New York, as Trustee, relating to the 61/2% Senior Subordinated Notes (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed as of May 14, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.3	Indenture, dated as of May 12, 2003, among LIN Television Corporation, the guarantors named therein and the Bank of New York, as Trustee, relating to the 2.50% Senior Subordinated Debentures (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed as of May 14, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.4	Amendment, Assumption and Waiver to the Amended and Restated Credit Agreement, dated as of February 7, 2003, among LIN Holdings Corp., LIN Television Corporation, as Borrower, Televicentro of Puerto Rico, LLC as the Permitted Borrower, the Lenders Party Hereto, JP Morgan Chase Bank, as Administrative Agent, as Issuing Lender and as Swingline Lender, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint Bookrunners, Deutsche Bank Trust Company Americas as Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, and Morgan Stanley Senior Funding, as Co-Documentation Agents (filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (file Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.5	Form of Stock Pledge Agreement to the Amended and Restated Credit Agreement, dated as of February 7, 2003, among LIN Holdings Corp., LIN Television Corporation, as Borrower, Televicentro of Puerto Rico, LLC as the Permitted Borrower, the Lenders Party Hereto, JP Morgan Chase Bank, as Administrative Agent, as Issuing Lender and as Swingline Lender, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint Bookrunners, Deutsche Bank Trust Company Americas as Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, and Morgan Stanley Senior Funding, as Co-Documentation Agents (filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (file Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.6	Amended and Restated Credit Agreement, dated as of February 7, 2003, among LIN Holdings Corp., LIN Television Corporation, as Borrower, Televicentro of Puerto Rico, LLC as the Permitted Borrower, the Lenders Party Hereto, JP Morgan Chase Bank, as Administrative Agent, as Issuing Lender and as Swingline Lender, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint Bookrunners, Deutsche Bank Trust Company Americas as Syndication Agent, and The Bank of Nova Scotia, Fleet National Bank, and Morgan Stanley Senior Funding, as Co-Documentation Agents (filed as Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.7	Guarantee and Collateral Agreement, dated as of March 3, 1998, made by LIN Holdings Corp., LIN Acquisition Company, LIN Television Corporation and the Guarantors named herein, in favor of The Chase Manhattan Bank, as Administrative Agent (filed as Exhibit 10.2 to the Registration Statement on Form S-1 of LIN Holdings Corp. and LIN Television Corporation (Registration No. 333-54003) and incorporated by reference herein).
10.8	Amended and Restated Financial Advisory Agreement, dated as of February 20, 2002, among LIN Television Corporation, LIN Holdings Corp., LIN TV Corp. and Hicks, Muse & Co. Partners, L.P. (filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).

48

No.	Description
10.9	First Amendment to Amended and Restated Financial Advisory Agreement, dated as of April 30, 2002, by and among LIN Television Corporation, LIN Holdings Corp., LIN TV Corp., Ranger Equity Holdings A Corp., Ranger Equity Holdings B Corp., and Hicks, Muse & Co. Partners, L.P. (filed as Exhibit 10.7.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
10.10*	Employment Agreement dated as of January 1, 2002, by and among LIN TV Corp. and Gary R. Chapman (filed as Exhibit 10.13 to the Annual Report on Form 10-K of LIN Holdings Corp. and LIN Television Corporation for the fiscal year ended December 31, 2001 (File No. 000-25206) and incorporated by reference herein).
10.11*	Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gary R. Chapman (incorporated herein by reference to the Quarterly Report on Form 10-Q of LIN Television Corporation for the fiscal quarter ended March 31, 1995 (File Number 000-25206)).
10.12*	Amendment, dated October 1, 1999, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gary R. Chapman (filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.13*	Second Amendment, dated August 30, 2000, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gary R. Chapman (filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.14*	Third Amendment, dated October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gary R. Chapman (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.16*	Amendment, dated October 1, 1999, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Paul Karpowicz (filed as Exhibit 99.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.17*	Second Amendment, dated August 30, 2000, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Paul Karpowicz (filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.18*	Third Amendment, dated October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Paul Karpowicz. (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.19*	Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gregory M. Schmidt (filed as Exhibit 10.29 to the Quarterly Report on Form 10-Q of LIN Television Corporation for the fiscal quarter ended September 30, 1996 (File No. 000-25206) and incorporated by reference herein).
10.20*	Amendment, dated October 1, 1999, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gregory M. Schmidt (filed as Exhibit 99.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).

49

No.	Description
10.21*	Second Amendment, dated August 30, 2000, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gregory M. Schmidt (filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.22*	Third Amendment, dated October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Gregory M. Schmidt (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.23*	Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Peter E. Maloney (filed as Exhibit 10.22 to the Registration Statement on Form S-1 of LIN Holdings Corp. and LIN Television Corporation (Registration No. 333-54003) and incorporated by reference herein).
10.24*	Amendment, dated October 1, 1999, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Peter E. Maloney (filed as Exhibit 99.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.25*	Second Amendment, dated August 30, 2000, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Peter E. Maloney (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.26*	Third Amendment, dated October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Peter E. Maloney (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.27*	Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Deborah R. Jacobson (filed as Exhibit 10.26 to the Quarterly Report on Form 10-Q of LIN Television Corporation for the fiscal quarter ended September 30, 1996 (File No. 000-25206) and incorporated by reference herein).
10.28*	Amendment, dated October 1, 1999, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Deborah R. Jacobson (filed as Exhibit 99.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.29*	Second Amendment, dated August 30, 2000, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Deborah R. Jacobson (filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.30*	Third Amendment, dated October 1, 2002, to the Severance Compensation Agreement dated as of September 5, 1996, between LIN Television Corporation and Deborah R. Jacobson (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002 (File Nos. 001-31311 and 000-25206) and incorporated by reference herein).
10.31*	LIN Television Corporation Retirement Plan, as amended and restated (incorporated herein by reference to the Registration Statement on Form S-1 of LIN Broadcasting Corporation (Registration No. 33-84718)).
10.32*	LIN Television Corporation 401(k) Plan and Trust (incorporated herein by reference to the Registration Statement on Form S-1 of LIN Broadcasting Corporation (Registration No. 33-84718)).
10.33*	LIN TV Corp. (formerly known as Ranger Equity Holdings Corporation) 1998 Stock Option Plan (filed as Exhibit 10.26 to the Annual Report on Form 10-K of LIN Holdings Corp. and LIN Television Corporation for the fiscal year ended December 31, 1998 (File No. 333-54003-06) and incorporated by reference herein).

50

No.	Description
10.34*	LIN TV Corp. (formerly known as Ranger Equity Holdings Corporation) 1998 Phantom Stock Plan (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q of LIN Holdings Corp. and LIN Television Corporation for the fiscal quarter ended June 30, 2001 (File No. 000-25206) and incorporated by reference herein).
10.35*	LIN TV Corp. 2002 Stock Plan (filed as Exhibit 10.22 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
10.36*	LIN TV Corp. 2002 Non-Employee Director Stock Option Plan (filed as Exhibit 10.23 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
10.37*	LIN TV Corp. 2002 Employee Stock Purchase Plan (filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-1 (Registration No. 333-83068) and incorporated by reference herein).
10.38*	LIN Television Corporation Supplemental Benefit Retirement Plan (As Amended and Restated effective December 21, 2004)
10.39*	Nonqualified Stock Option Letter Agreement dated March 3, 1998 between LIN Television Corporation and Gary R. Chapman
10.40*	Nonqualified Stock Option Letter Agreement dated March 3, 1998 between LIN Television Corporation and Paul Karpowicz
10.41*	Nonqualified Stock Option Letter Agreement dated March 3, 1998 between LIN Television Corporation and Gregory M. Schmidt
10.42*	Nonqualified Stock Option Letter Agreement dated March 3, 1998 between LIN Television Corporation and Peter E. Maloney
10.43*	Summary of Executive Compensation Arrangements for Gary R. Chapman, Vincent L. Sadusky, Gregory M. Schmidt and Peter E. Maloney.
10.44	Credit Agreement, dated as of March 11, 2005, among, LIN Television Corporation, as Borrower, Televicentro of Puerto Rico, LLC as the Permitted Borrower, the Lenders Party Hereto, J.P. Morgan Chase Bank, as Administrative Agent, as an Issuing Lender and as Swingline Lender, J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. as Joint Lead Arrangers and Joint Bookrunners, Deutsche Bank Trust Company Americas as Syndication Agent and as an Issuing Lender, and Bank of America, N.A., The Bank of Nova Scotia, and Wachovia Bank, National Association as Documentation Agents and Suntrust Bank as Co-Documentation Agent.
21	Subsidiaries of the Registrant.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
23.3	Consent of KPMG LLP for Station Venture Holdings, LLC.
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN TV Corp.
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN TV Corp.
31.3	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer of LIN Television Corporation.
31.4	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer of LIN Television Corporation.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer of LIN TV Corp.
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer of LIN Television Corporation.

51

*	Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K.
(d)	Financial Statement Schedule
	The following financial statement schedule is filed herewith:

Schedule I – Condensed Financial Information of the Registrant

52

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of LIN TV Corp. and LIN Television Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		LIN TV CORP.
		LIN TELEVISION CORPORATION
Date: March 16, 2005
	By:	/s/ GARY R. CHAPMAN
		Gary R. Chapman
		Chairman, President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of each of LIN TV Corp. and LIN Television Corporation in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GARY R. CHAPMAN	Chairman, President, and Chief Executive Officer	March 16, 2005
	(Principal Executive Officer)
Gary R. Chapman
/s/ VINCENT L. SADUSKY	Vice President, Chief Financial Officer and Treasurer	March 16, 2005
	(Principal Financial Officer)
Vincent L. Sadusky
/s/ WILLIAM A. CUNNINGHAM	Vice President and Controller	March 16, 2005
	(Principal Accounting Officer)
William A. Cunningham
/s/ RANDALL S. FOJTASEK	Director	March 16, 2005
Randall S. Fojtasek
/s/ ROYAL W. CARSON, III	Director	March 16, 2005
Royal W. Carson, III
/s/ WILLIAM S. BANOWSKY	Director	March 16, 2005
William S. Banowsky
/s/ WILLIAM H. CUNNINGHAM	Director	March 16, 2005
William H. Cunningham
/s/ WILMA H. JORDAN	Director	March 16, 2005
Wilma H. Jordan

53

Index to Financial Statements

LIN TV Corp.
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8
LIN Television Corporation
Report of Independent Registered Public Accounting Firm	F-31
Consolidated Balance Sheets	F-33
Consolidated Statements of Operations	F-34
Consolidated Statements of Stockholder’s Equity and Comprehensive Income (Loss)	F-35
Consolidated Statements of Cash Flows	F-36
Notes to Consolidated Financial Statements	F-37
Station Venture Holdings, LLC
Independent Auditors’ Report	F-61
Balance Sheets	F-62
Statements of Operations	F-63
Statements of Member’s Deficit	F-64
Statements of Cash Flows	F-65
Notes to Financial Statements	F-66
Financial Statement Schedule
Schedule I – Condensed Financial Information of the Registrant	F-70

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of LIN TV Corp.:

We have completed an integrated audit of LIN TV Corp.’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedule

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of LIN TV Corp. and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for goodwill and other intangible assets.

As discussed in Note 4 to the consolidated financial statements, effective March 31, 2004, the Company adopted the provisions of FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, relating to the consolidation of Banks Broadcasting, Inc.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in “Management’s Report on Internal Control Over Financial Reporting” appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control – Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other

F-2

procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 15, 2005

F-3

LIN TV CORP.

Consolidated Balance Sheets

	December 31,
	2004			2003
	(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	14,797		$	9,475
Accounts receivable, less allowance for doubtful accounts (2004 - $1,450; 2003 - $1,646)		70,639			70,949
Program rights		17,312			17,398
Assets held for sale		—			26,525
Other current assets		3,790			3,208
Total current assets		106,538			127,555
Property and equipment, net		197,565			197,174
Deferred financing costs		11,060			14,332
Equity investments		65,813			77,305
Program rights		12,165			11,292
Goodwill		583,105			586,269
Broadcast licenses and other intangible assets, net		1,066,135			1,087,161
Other assets		16,043			14,822
Total assets	$	2,058,424		$	2,115,910
Liabilities, Preferred Stock and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	6,573		$	7,000
Accounts payable		7,774			6,977
Accrued interest expense		8,118			9,846
Accrued sales volume discount		6,462			6,075
Other accrued expenses		13,483			13,172
Liabilities held for sale		—			1,177
Program obligations		23,278			22,770
Total current liabilities		65,688			67,017
Long-term debt, excluding current portion		626,268			693,367
Deferred income taxes, net		445,695			527,588
Program obligations		12,008			11,498
Other liabilities		38,344			54,306
Total liabilities		1,188,003			1,353,776
Commitments and Contingencies (Note 12)
Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 issued and outstanding at December 31, 2004		14,458			—
Stockholders’ equity:
Class A common stock, $0.01 par value, 100,000,000 shares authorized, 26,946,183 shares and 26,652,060 shares at December 31, 2004 and 2003, respectively, issued and outstanding		269			266
Class B common stock, $0.01 par value, 50,000,000 shares authorized, 23,508,119 shares at December 31, 2004 and 23,510,137 shares at December 31, 2003, issued and outstanding; convertible into an equal number of shares of Class A or Class C common stock		235			235
Class C common stock, $0.01 par value, 50,000,000 shares authorized, 2 shares at December 31, 2004 and 2003, issued and outstanding; convertible into an equal number of shares of Class A common stock		—			—
Additional paid-in capital		1,071,816			1,066,897
Accumulated deficit		(201,767	)		(294,805	)
Accumulated other comprehensive loss		(14,590	)		(10,459	)
Total stockholders’ equity		855,963			762,134
Total liabilities, preferred stock and stockholders’ equity	$	2,058,424		$	2,115,910

The accompanying notes are an integral part of the consolidated financial statements

F-4

LIN TV CORP.

Consolidated Statements of Operations

	Year Ended December 31,
	2004			2003			2002
	(In thousands, except per share information)
Net revenues	$	374,847		$	342,413		$	343,980
Operating costs and expenses:
Direct operating (excluding depreciation of $31.3 million, $30.7 million and $27.6 million for 2004, 2003 and 2002, respectively)		102,080			99,618			94,871
Selling, general and administrative		95,553			88,876			78,745
Amortization of program rights		25,310			24,441			20,566
Corporate		18,586			16,216			13,417
Impairment of broadcast licenses		—			51,665			—
Depreciation and amortization of intangible assets		32,311			31,890			28,266
Total operating costs and expenses		273,840			312,706			235,865
Operating income		101,007			29,707			108,115
Other (income) expense:
Interest expense, net		45,761			59,490			92,644
Share of income in equity investments		(7,428	)		(478	)		(6,328	)
Minority interest in loss of Banks Broadcasting, Inc.		(454	)		—			—
Gain on derivative instruments		(15,227	)		(2,620	)		(5,552	)
Gain on redemption of investment in Southwest Sports Group		—			—			(3,819	)
Fee on termination of Hicks Muse agreements		—			—			16,000
Loss on early extinguishment of debt		4,447			53,621			5,656
Other, net		1,951			1,050			3,098
Total other expense, net		29,050			111,063			101,699
Income (loss) from continuing operations before (benefit from) provision for income taxes and cumulative effect of change in accounting principle		71,957			(81,356	)		6,416
(Benefit from) provision for income taxes		(19,031	)		9,229			25,501
Income (loss) from continuing operations before cumulative effect of change in accounting principle		90,988			(90,585	)		(19,085	)
Discontinued operations:
(Income) loss from discontinued operations, net of tax provision of $206, $824 and $22 for 2004, 2003 and 2002, respectively		(44	)		17			(1,577	)
Loss (gain) from sale of discontinued operations, net of tax (benefit) provision of $(1,094), $109 and $425 for 2004, 2003 and 2002, respectively		1,284			(212	)		(982	)
Cumulative effect of change in accounting principle, net of a tax effect of $0 and $16,525 for 2004 and 2002, respectively		(3,290	)		—			30,689
Net income (loss)	$	93,038		$	(90,390	)	$	(47,215	)
Basic income (loss) per common share:
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	1.81		$	(1.81	)	$	(0.46	)
Income (loss) from discontinued operations, net of tax		—			—			0.04
(Loss) gain from sale of discontinued operations, net of tax		(0.03	)		—			0.02
Cumulative effect of change in accounting principle, net of tax		0.07			—			(0.73	)
Net income (loss)		1.85			(1.81	)		(1.13	)
Weighted — average number of common shares outstanding used in calculating basic income (loss) per common share		50,309			49,993			41,792
Diluted income (loss) per common share:
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	1.60		$	(1.81	)	$	(0.46	)
Income (loss) from discontinued operations, net of tax		—			—			0.04
(Loss) gain from sale of discontinued operations, net of tax		(0.02	)		—			0.02
Cumulative effect of change in accounting principle, net of tax		0.06			—			(0.73	)
Net income (loss)		1.64			(1.81	)		(1.13	)
Weighted — average number of common shares outstanding used in calculating diluted income (loss) per common share		54,056			49,993			41,792

The accompanying notes are an integral part of the consolidated financial statements

F-5

LIN TV CORP.

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)

(In thousands, except for number of shares)

																				Accumulated
	Class A				Class B						Class C				Additional					Other			Total
	Common Stock				Common Stock						Common Stock				Paid-In		Accumulated			Comprehensive			Stockholders’			Comprehensive
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Loss			Equity			Loss
Balance at January 1, 2002		6,494,276	$	65		19,193,882		$	192			2		—	$	561,597	$	(157,200	)	$	—		$	404,654
Issuance of class A common stock in initial public offering, net of fees		19,550,000		196		—			—			—		—		399,748		—			—			399,944
Issuance of class B common stock in settlement of Sunrise debt and preferred stock liabilities		—		—		3,984,773			41			—		—		87,625		—			—			87,666
Issuance of class B common stock on exercise of warrants by Hicks Muse		—		—		123,466			—			—		—		2,714		—			—			2,714
Issuance of class A common stock in exchange for 100% of the stock in Sunrise Television Corp.		60,221		—		402,218			4			—		—		10,251		—			—			10,255
Issuance of class A common shares in exchange for class B common shares		124,551		1		(124,551	)		(1	)		—		—		—		—			—			—
Exercises of stock options and phantom stock units and employee stock purchase plan issuances		67,121		—		—			—			—		—		1,138		—			—			1,138
Tax benefit from exercises of stock options		—		—		—			—			—		—		155		—			—			155
Stock-based compensation		—		—		—			—			—		—		894		—			—			894
Net loss		—		—		—			—			—		—		—		(47,215	)		—			(47,215	)	$	(47,215	)
Comprehensive loss - 2002																										$	(47,215	)
Balance at December 31, 2002		26,296,169		262		23,579,788			236			2		—		1,064,122		(204,415	)		—			860,205
Minimum additional pension liability		—		—		—			—			—		—		—		—			(10,459	)		(10,459	)		(10,459	)
Issuance of class A common shares in exchange for class B common shares		69,651		1		(69,651	)		(1	)		—		—		—		—			—			—
Exercises of stock options and phantom stock units and employee stock purchase plan issuances		286,240		3		—			—			—		—		2,628		—			—			2,631
Stock-based compensation		—		—		—			—			—		—		147		—			—			147
Net loss		—		—		—			—			—		—		—		(90,390	)		—			(90,390	)		(90,390	)
Comprehensive loss - 2003																										$	(100,849	)
Balance at December 31, 2003		26,652,060	$	266		23,510,137		$	235			2	$	—	$	1,066,897	$	(294,805	)	$	(10,459	)	$	762,134
Minimum additional pension liability		—		—		—			—			—		—		—		—			(4,131	)		(4,131	)		(4,131	)
Issuance of class A common shares in exchange for class B common shares		2,018		—		(2,018	)		—			—		—		—		—			—			—
Exercises of stock options and phantom stock units and employee stock purchase plan issuances		292,105		3		—			—			—		—		1,815		—			—			1,818
Reversal of deferred tax allowance		—		—		—			—			—		—		2,744		—			—			2,744
Stock-based compensation		—		—		—			—			—		—		360		—			—			360
Net income		—		—		—			—			—		—		—		93,038			—			93,038			93,038
Comprehensive income - 2004																										$	88,907
Balance at December 31, 2004		26,946,183	$	269		23,508,119		$	235			2	$	—	$	1,071,816	$	(201,767	)	$	(14,590	)	$	855,963

The accompanying notes are an integral part of the consolidated financial statements

F-6

LIN TV CORP.

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2004			2003			2002
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	93,038		$	(90,390	)	$	(47,215	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of intangible assets		32,311			31,890			28,266
Amortization of financing costs and note discounts		8,022			14,776			47,422
Amortization of program rights		25,310			24,835			20,759
Program payments		(25,050	)		(23,029	)		(22,475	)
Loss on extinguishment of debt		4,447			53,621			5,656
Cumulative effect of change in accounting principle, net of tax impact		(3,290	)		—			30,689
Gain on derivative instruments		(15,227	)		(2,620	)		(5,552	)
Impairment of intangible assets, net of tax benefit		—			51,665			—
Share of income in equity investments		(7,428	)		(478	)		(6,328	)
Deferred income taxes, net		(24,610	)		6,082			22,493
Other, net		(1,082	)		772			9,549
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		1,280			7			(4,210	)
Program rights, net of program obligations		57			3,175			(2,246	)
Other assets		(1,754	)		(3,344	)		5,045
Accounts payable		370			(4,496	)		(1,348	)
Accrued income tax		(134	)		(6,784	)		1,109
Accrued interest expense		(1,728	)		(6,390	)		(5,857	)
Accrued sales volume discount		387			660			1,595
Other accrued expenses		2,873			2,586			(2,322	)
Net cash provided by operating activities		87,792			52,538			75,030
INVESTING ACTIVITIES:
Capital expenditures		(28,810	)		(28,357	)		(39,275	)
Proceeds from sale of broadcast licenses and related operating assets		24,000			10,000			38,500
Investment in equity investments		(650	)		—			(1,850	)
Distributions from equity investments		7,948			7,540			6,405
Acquisition of broadcast licenses		(9,154	)		(1,980	)		(7,916	)
Proceeds from redemption of Southwest Sports Group preferred units		—			—			60,819
Proceeds from liquidation of short-term investments		—			23,691			(23,478	)
Other, net		(896	)		(1,145	)		162
Net cash (used in) provided by investing activities		(7,562	)		9,749			33,367
FINANCING ACTIVITIES:
Net proceeds on exercises of employee stock options and phantom stock units and employee stock purchase plan issuances		1,818			2,631			1,138
Redemption of Sunrise Television preferred stock					—			(10,829	)
Net proceeds from initial public offering of common stock		—			—			399,944
Proceeds from long-term debt		—			500,000			—
Long-term debt financing costs		(147	)		(10,347	)		—
Net (repayments) proceeds from revolver debt		(22,000	)		22,000			(10,000	)
Principal payments on debt		(51,560	)		(684,500	)		(362,026	)
Cash expenses associated with early extinguishment of debt		(3,019	)		(26,456	)		—
Net cash (used in) provided by financing activities		(74,908	)		(196,672	)		18,227
Net increase (decrease) in cash and cash equivalents		5,322			(134,385	)		126,624
Cash and cash equivalents at the beginning of the period		9,475			143,860			17,236
Cash and cash equivalents at the end of the period	$	14,797		$	9,475		$	143,860

The accompanying notes are an integral part of the consolidated financial statements

F-7

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies

LIN TV Corp. (“LIN TV”), together with its subsidiaries, including LIN Television Corporation (“LIN Television”), (together, the “Company”), is a television station group operator in the United States and Puerto Rico. LIN TV Corp. and its subsidiaries are affiliates of Hicks, Muse, Tate & Furst, Incorporated (“Hicks Muse”).

LIN TV Corp. guarantees all debt of LIN Television Corporation except for its $166.4 million, 8% Senior Notes due 2008 (see Note 7). All of the consolidated wholly-owned subsidiaries of LIN Television Corporation fully and unconditionally guarantee all the Company’s debt on a joint and several basis.

Certain reclassifications have been made to the prior period financial statements to conform to the current financial statement presentation.

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated. The Company conducts its business through its subsidiaries and has no operations or assets other than its investment in its subsidiaries. Accordingly, no separate or additional financial information about the subsidiaries or the Company on a stand-alone basis is provided. The Company operates in one reportable segment.

The only operating activities of the Company on a stand-alone basis for the years ended December 31, 2004, 2003 and 2002 were equity transactions with all net proceeds immediately contributed to the Company’s subsidiaries.

In accordance with FASB Interpretation No. 46 (“FIN 46R”), “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” the Company’s interest in Banks Broadcasting, Inc. (“Banks Broadcasting”) is consolidated effective March 31, 2004 (see Note 4 for further discussion of Banks Broadcasting).

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. The Company’s actual results could differ from these estimates. Estimates are used when accounting for the collectability of receivables and valuing intangible assets, amortization and impairment of program rights, pension costs, barter transactions and net assets of businesses acquired.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. The Company’s excess cash is invested primarily in short-term U.S. Government securities and money market funds.

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, generally 20 to 30 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is reflected in the determination of net income or loss. Expenditures for maintenance and repairs are expensed as incurred.

Equity investments

The Company’s equity investments are accounted for on the equity method, as the Company does not have a controlling interest. Accordingly, the Company’s share of the net loss or income of its equity investments is included in consolidated net income or loss.

Revenue recognition

F-8

Broadcast revenue is recognized during the financial statement period in which advertising is aired. Barter revenue is accounted for at the fair value of the assets or services received, or the advertising time surrendered, whichever is more clearly evident. Management judgment is required to determine which value is more clearly evident. Barter revenue is recorded at the time the advertising is broadcast, and barter expense is recorded at the time the assets or services are used. The Company recognized barter revenue of $10.1 million, $11.2 million and $12.4 million in the years ended December 31, 2004, 2003 and 2002, respectively. The Company incurred barter expense of $9.9 million, $10.7 million and $12.3 million in the years ended December 31, 2004, 2003 and 2002, respectively.

Advertising expense

Advertising costs are expensed as incurred. The Company incurred advertising costs in the amounts of $5.1 million, $4.6 million and $4.5 million in the years ended December 31, 2004, 2003 and 2002, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations and goodwill.

The Company tests the impairment of its broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical startup scenario that excludes network compensation payments. The future value of the Company’s broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of the broadcast licenses.

The Company tests the impairment of its goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the station and prevailing values in the markets for broadcasting properties. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by a notional reperformance of the purchase price allocation using the station’s fair value (as determined in Step 1) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.

An impairment assessment of enterprise level goodwill could be triggered by a significant reduction in operating results or cash flows at one or more of the Company’s television stations, or a forecast of such reductions, a significant adverse change in the advertising marketplaces in which the Company’s television stations operate, or by adverse changes to Federal Communications Commission (“FCC”) ownership rules, amongst others.

Network Affiliations

Different broadcast companies may use different assumptions in valuing acquired broadcast licenses and their related network affiliations than those used by the Company. These different assumptions may result in the use of different valuation methods that can result in significant variances in the amount of purchase price allocated to these assets between broadcast companies.

The Company believes that the value of a television station is derived primarily from the attributes of its broadcast license. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming. These attributes and their impact on audiences can include:

•   The scarcity of broadcast licenses assigned by the FCC to a particular market determines how many television networks and other program sources are viewed in a particular market.

•   The length of time the broadcast license has been broadcasting. Television stations that have been broadcasting since the late 1940s, generally channels two to thirteen, are viewed more often than newer television stations.

F-9

•   VHF stations, (generally channels two to thirteen) are typically viewed more often than UHF stations (generally channels fourteen to sixty-nine) because these stations have been broadcasting longer than UHF stations and because of the inferior UHF signal in the early years of UHF stations.

•   The quality of the broadcast signal and location of the broadcast station within a market (i.e. the value of being licensed in the smallest city within a tri-city market has less value than being licensed in the largest city within a tri-city market.)

•   The audience acceptance of the broadcast licensee’s local news programming and community involvement. A local television station’s news programming that attracts the largest audience in a market generally will provide a larger audience for its network programming.

•   The quality of the other non-network programming carried by the television station. A local television station’s syndication programming that attracts the largest audience in a market generally will provide larger audience lead-ins to its network programming.

A local television station can be the number one station in a market, regardless of the national ranking of its affiliated network, depending on the factors or attributes listed above. ABC, FOX, NBC, and CBS each have multiple affiliations with local television stations that have the largest prime time audience in the local market in which the station operates.

Other broadcasting companies believe that network affiliations are an important component of the value of a station. These companies believe that VHF stations are popular because they have been affiliating with networks from the inception of network broadcasts, stations with network affiliations have the most successful local news programming and the network affiliation relationship enhances the audience for local syndicated programming. As a result, these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship.

In connection with the Company’s purchase of Sunrise Television Corp. (“Sunrise”) in May 2002, the Company acquired broadcast licenses in markets with a number of commercial television stations equal to or less than the number of television networks seeking affiliates. The methodology the Company used in connection with the valuation of the stations acquired in the Sunrise transaction was based on the Company’s evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated. The Company believed that in these specific markets it would be able to replace a network affiliation agreement with little or no economic loss to the television station. As a result of this assumption, the Company ascribed no incremental value to the incumbent network affiliation in each market beyond the cost of negotiating a new agreement with another network and the value of any terms that were more favorable or unfavorable than those generally prevailing in the market. Other broadcasting companies have valued network affiliations on the basis that it is the affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operating performance of that station. As a result, the Company believes that these broadcasting companies include in their network affiliation valuation amounts related to attributes that the Company believes are more appropriately reflected in the value of the broadcast license or goodwill.

If the Company were to assign higher values to its acquired network affiliation agreements and, therefore, less value to its broadcast licenses, it would have a significant impact on the Company’s operating results. The following chart reflects the hypothetical impact of the hypothetical reassignment of value from broadcast licenses to network affiliations and the resulting increase in amortization expense assuming a 15-year amortization period for the year ended December 31, 2004 (in thousands):

F-10

			Percentage of Total Value
			reassigned to Network
			Affiliation Agreements
	As reported		50%		25%
Balance Sheet (As of December 31, 2004):
Broadcast licenses	$	1,063,265	$	531,633	$	797,449
Other intangible assets, net (including network affiliation agreements)		2,870		428,176		215,523
Statement of Operations (For the year ended December 31, 2004):
Depreciation and amortization of intangible assets		32,311		67,753		50,032
Operating income		101,007		65,565		83,286
Income from continuing operations		90,988		69,652		80,320
Net income		93,038		71,702		82,370
Net income per diluted share	$	1.64	$	1.24	$	1.44

In future acquisitions, the valuation of the broadcast licenses and network affiliations may differ from the Sunrise acquisition values due to different attributes of each station and the market in which it operates.

Long lived-assets

The Company periodically evaluates the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. Impairment in the carrying value of an asset is recognized when the expected future operating cash flow derived from the asset is less than its carrying value.

Program rights

Program rights are recorded as assets when the license period begins and the programs are available for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered non-current. The program costs are charged to operations over their estimated broadcast periods using the straight-line method.

If the projected future net revenues associated with a program are less than the current carrying value of the program rights due to poor ratings, the Company would be required to write-down the program rights assets to equal the amount of projected future net revenues. If the actual usage of the program rights is on a more accelerated basis than straight-line over the life of the contract, the Company would be required to write-down the program rights to equal the lesser of the amount of projected future net revenues or the average cost per run multiplied by the number of remaining runs.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Accounting for stock-based compensation

At December 31, 2004, LIN TV Corp. had four stock-based employee compensation plans, which are described more fully in Note 8. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. For the years ended December 31, 2004, 2003 and 2002, the Company incurred $360,000, $147,000 and $894,000, respectively, of stock-based employee compensation cost, which was reflected in earnings. The following table illustrates the effect on net income (loss) if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation (in thousands):

F-11

	For Year Ended December 31,
	2004			2003			2002
Net income (loss), as reported	$	93,038		$	(90,390	)	$	(47,215	)
Add: Stock-based employee compensation expense, included in reported net income (loss), net of related tax effect		216			88			536
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effect		(2,849	)		(3,005	)		(2,235	)
Pro forma net income (loss)	$	90,405		$	(93,307	)	$	(48,914	)
Basic net income (loss) per common share, as reported	$	1.85		$	(1.81	)	$	(1.13	)
Basic net income (loss) per common share, pro forma	$	1.80		$	(1.87	)	$	(1.17	)
Diluted net income (loss) per common share, as reported	$	1.64		$	(1.81	)	$	(1.13	)
Diluted net income (loss) per common share, pro forma	$	1.59		$	(1.87	)	$	(1.17	)

The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model. For 2004, 2003 and 2002, the Black-Scholes fair value was calculated under the “multiple option” approach, which computes a separate fair value for each vesting increment of an option. The following assumptions were used for option grants under the Company’s stock option plans during the years ended December 31, 2004, 2003 and 2002 respectively:

	2004	2003	2002
Volatility factors	24%	30%	35%
Risk-free interest rates	2.0 - 4.4%	1.5 - 3.25%	3.4 - 5.1%
Expected life	3 - 10 years	2 - 5 years	2 - 6 years
Dividend yields	0%	0%	0%

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. A valuation allowance is applied against net deferred tax assets if it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as the Company maintains its primary banking relationships with only large nationally recognized institutions. Credit risk with respect to trade receivables is limited, as the trade receivables are primarily from advertising revenues generated from a large diversified group of local and nationally recognized advertisers. The Company does not require collateral or other security against trade receivable balances, however, it does maintain reserves for potential credit losses and such losses have been within management’s expectations for all years presented.

Earnings per Share

Basic and diluted earnings per common share are computed in accordance with SFAS No. 128, “Earnings per Share”. Basic income (loss) per common share is computed by dividing income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding. There is no difference between basic and diluted loss per share for the years ended December 31, 2003 and 2002 since potential common shares from the exercises of stock options and phantom units are anti-dilutive and are, therefore, excluded from the calculation. Options to purchase 4,179,000, 3,510,000 and 2,957,000 shares of common stock and phantom units exercisable into 197,000, 525,000 and 675,000 shares of common stock were outstanding as of December 31, 2004, 2003 and 2002, respectively, but were not included in the calculation of diluted earnings per share for the years ended December 31, 2003 and 2002 because the effect of their inclusion would have been anti-dilutive.

The following is a reconciliation of basic and diluted income (loss) per common share for the year ended December 31, (in thousands, except per share amounts):

	2004			2003			2002
Numerator for income (loss) per common share calculation:
Net income (loss) available to common shareholders, basic	$	93,038		$	(90,390	)	$	(47,215	)
Interest expense on contingently convertible debt, net of tax		4,534			—			—
Derivative income, net of tax		(9,136	)		—			—
Net income (loss) available to common shareholders, diluted	$	88,435		$	(90,390	)	$	(47,215	)
Denominator for income (loss) per common share calculation:
Weighted average common shares, basic		50,309			49,993			41,792
Effect of dilutive securities:
Stock options		394			—			—
Contingently convertible debt		3,353			—			—
Weighted average common shares, diluted		54,056			49,993			41,792
Basic income (loss) per common share	$	1.85		$	(1.81	)	$	(1.13	)
Diluted income (loss) per common share	$	1.64		$	(1.81	)	$	(1.13	)

F-12

Fair value of financial instruments

Financial instruments, including cash and cash equivalents, and investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value. (see Note 7 relating to debt). Fair values are based on quoted market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk.

Retirement Plan Actuarial Assumptions

The Company’s retirement benefit obligations and related costs are calculated using actuarial concepts, within the framework of Statement of Financial Accounting Standards No. 87 Employer’s Accounting for Pensions (“SFAS No. 87”). Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement. The Company evaluates these critical assumptions annually. Other assumptions involve employee demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increase.

The discount rate enables the Company to state expected future benefit payments as a present value on the measurement date. The guideline for setting this rate is a high-quality long-term corporate bond rate. A lower discount rate increases the present value of benefit obligations and increases pension expense. The Company decreased its discount rate to 5.75% in 2004 from 6.25% in 2003 to reflect market interest rate conditions.

To determine the expected long-term rate of return on the plan assets, the Company considered the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on pension plan assets will increase pension expense. The Company’s long-term expected return on plan assets was 8.25% in both 2004 and 2003.

Recently issued accounting pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, Share-Based Payment, which is effective for reporting periods beginning after June 15, 2005. SFAS No. 123R requires the Company to recognize the cost of employee services received in exchange for the Company’s equity instruments. Currently, in accordance with APB Opinion 25, the Company records the intrinsic value of stock based compensation as expense. Accordingly, no compensation expense is currently recognized for fixed stock option plans as the exercise price equals the stock price on the date of grant. Under SFAS No. 123R, the Company will be required to measure compensation expense over the vesting period of the options based on the fair value of the stock options at the date the options are granted. SFAS No. 123R allows for the use of the Black-Scholes or a lattice option-pricing model to value such options. As allowed by SFAS No. 123R, the Company can elect either Modified Prospective Application, which applies the Statement to new awards and modified awards after the effective date, and to any unvested awards as service is rendered on or after the effective date, or Modified Retrospective Application which can apply the effect of the statement to either all prior years for which SFAS No. 123 was effective or only to prior interim periods in the year of adoption. The Company is currently evaluating which valuation model and method of application will be used.

In December 2004, the FASB issued FASB Statement 153, “Exchanges of Nonmonetary Assets — an amendment of APB Opinion No. 29” (“FAS 153”). FAS 153 eliminates the exception to account for nonmonetary exchanges of similar productive assets at carrying value and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance; otherwise, the exchange principal of fair value applies. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. FAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The provisions of FAS 153 are not expected to have a material impact on the Company’s consolidated financial statements.

On February 11, 2005, the Emerging Issues Task Force issued EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share (“EITF 04-8”)” which is effective for all reporting periods ending after December 15, 2004. EITF 04-8 requires contingently convertible instruments to be included in diluted earnings per share regardless of whether the market price trigger has been met. As a result, diluted income per share includes the effect of the Company’s contingently convertible debt on an “as-converted basis” for the year ended December 31, 2004.

F-13

Note 2 — Acquisitions

The following table summarizes the acquisitions of the Company in the last three years (in thousands):

										UHF		UHF
							Sunrise			Television		Television
	WVBT-TV		WOTV-TV		WCTX-TV		Television			Licenses		Licenses		WIRS-TV(1)		WTIN-TV(1)
Acquisition date	January 13, 2002		January 29, 2002		April 30, 2002		May 2, 2002			December 20, 2002		June 13, 2003		January 14, 2004		May 6, 2004
Fair value of assets and liabilities acquired:
Assets held for sale	$	—	$	—	$	—	$	37,850		$	—	$	—	$	—	$	—
Other current assets		—		—		—		20,491			—		—		—		—
Property and equipment		—		1,291		—		36,984			—		—		—		—
Goodwill		—		—		—		12,671			—		—		—		—
Broadcast licenses		3,029		1,581		4,739		166,613			4,293		1,980		4,450		4,923
Other long-term assets		—		—		—		5,613			—		—		—		—
Liabilities held for sale		—		—		—		(1,850	)
Total other liabilities		—		—		—		(36,910	)		—		—		—		—
Long-term debt and accrued interest and premiums		—		—		—		(166,038	)
Preferred stock		—		—		—		(65,169	)		—		—		—		—
Total purchase price, including direct acquisition expenses	$	3,029	$	2,872	$	4,739	$	10,255		$	4,293	$	1,980	$	4,450	$	4,923

     (1) These transactions were asset purchases and not business combinations.

Note 3 – Discontinued Operations

KRBC-TV and KACB-TV. On June 13, 2003, the Company sold the broadcast licenses and operating assets of KRBC-TV in Abilene, Texas and KACB-TV in San Angelo, Texas, for $10.0 million in cash.

WEYI-TV. On May 14, 2004, the Company completed the sale of WEYI-TV, the NBC affiliate serving Flint, Michigan, for $24.0 million.

The carrying amounts of the assets and liabilities of WEYI-TV as of December 31, 2003, are as follows (in thousands):

Accounts receivable	$	1,391
Program rights		415
Other current assets		8
Property and equipment, net		5,875
Intangible assets, net		18,760
Network affiliations, net		76
Total Assets	$	26,525
Accounts payable	$	192
Program payable		414
Other accruals		571
Total Liabilities	$	1,177

During the year ended December 31, 2004, the Company recorded a loss on the sale of WEYI-TV of $1.3 million, net of a tax benefit of $1.1 million, compared to a gain on the sale of KRBC-TV and KACB-TV of $212,000, net of tax, recorded during the year ended December 31, 2003.

KVLY-TV and KFYR-TV. On May 2, 2002, in conjunction with the acquisition of Sunrise, the Company sold the broadcast licenses of KVLY-TV in Fargo, North Dakota and KFYR-TV in Bismarck, North Dakota and its three satellite stations KMOT-TV in Minot, North Dakota, KUMV-TV in Williston, North Dakota and KQCD-TV in Dickinson, North Dakota for $1.0 million, with the Company retaining the other operating assets and the cash flows provided by the North Dakota television stations. On August 23, 2002, the Company sold these remaining assets for $35.0 million.

F-14

The operating results of the each of the disposed stations discussed above have been excluded from continuing operations and included in discontinued operations under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” for all periods presented.

Note 4 – Investments

The Company has investments in a number of ventures with third parties through which it has an interest in television stations in locations throughout the United States. The following presents the Company’s basis in these ventures (in thousands):

	2004		2003
Banks Broadcasting, Inc.	$	—	$	11,297
NBC joint venture		55,604		55,758
WAND (TV) Partnership		10,209		10,250
	$	65,813	$	77,305

Banks Broadcasting, Inc: The Company owns preferred stock that represents a 50% non-voting interest in Banks Broadcasting, which owns and operates KWCV-TV, a WB affiliate in Wichita, Kansas and KNIN-TV, a UPN affiliate in Boise, Idaho. The Company is able to exercise significant, but not controlling, influence over the activities of Banks Broadcasting through representation on the Board of Directors. The Company has also entered into a management services agreement with Banks Broadcasting to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of Banks Broadcasting and is periodically reimbursed.

In accordance with FASB Interpretation No. 46 (“FIN 46R”), “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51”, Banks Broadcasting is considered to be a variable interest entity. For purposes of determining the primary beneficiary of Banks Broadcasting, the Company considered Hicks Muse & Co. Partners, L.P. (“Hicks Muse Partners”) 47% ownership in the Company and Hicks Muse’s substantial economic interest in 21st Century Group, LLC, which owns 18% of Banks Broadcasting; and determined for purposes of FIN 46R that the Company and 21st Century Group, LLC are related parties. Considering the Company’s 50% ownership interest in Banks Broadcasting and the Company’s management agreement with Banks Broadcasting, the Company identified itself as the primary beneficiary of Banks Broadcasting under FIN 46R. As the primary beneficiary of Banks Broadcasting, the Company consolidated Banks Broadcasting’s assets, liabilities and noncontrolling interests into the Company’s financial statements effective March 31, 2004. Since the Company and Banks Broadcasting are not under common control, as defined by Emerging Issues Task Force (“EITF”) Issue 02-5, “Definition of Common Control in Relation to FASB Statement No. 141”, Banks Broadcasting’s assets, liabilities and noncontrolling interests were measured at fair value as of March 31, 2004. The difference between the value of the newly consolidated assets over the reported amount of any previously held interests and the value of newly consolidated liabilities and non-controlling interests was recognized as a cumulative effect of an accounting change in the period ended March 31, 2004. The resulting consolidated balance sheet of the Company does not reflect any voting equity minority interest since Banks Broadcasting has incurred cumulative losses and as such the minority interest would be in a deficit position at December 31, 2004.

The following presents the summarized balance sheet of Banks Broadcasting at March 31, 2004, the date of initial consolidation (in thousands):

Assets
Cash	$	97
Accounts receivable		899
Program rights, short-term		757
Other current assets		46
Property and equipment		5,048
Program rights, long-term		662
Broadcast licenses		29,238
Total assets	$	36,747
Liabilities and Equity
Accounts payable	$	396
Program obligations, short-term		793
Other accrued expenses		404
Program obligations, long-term		525
Deferred income taxes, net		4,805
Preferred stock		34,764
Total liabilities and equity		41,687
Deficit	$	(4,940	)

F-15

The deficit of $4.9 million has been allocated to the nonvoting preferred stock, and the Company’s ownership of such preferred stock has been eliminated on consolidation.

21^st Century Group, LLC, an affiliate of Hicks Muse, owns 36% of the preferred stock on the Company’s balance sheet.

Joint Venture with NBC: The Company owns a 20.38% interest in a joint venture with NBC and accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company received distributions of $7.9 million, $7.5 million and $5.6 million from the joint venture for the years ended December 31, 2004, 2003 and 2002 respectively. The following presents the summarized financial information of the joint venture (in thousands):

	Year Ended December 31,
	2004			2003			2002
Revenue	$	104,285		$	90,142		$	104,146
Other expense		(66,104	)		(66,121	)		(66,090	)
Net income		38,181			24,021			38,056

	December 31,
	2004		2003
Current assets	$	12,675	$	9,949
Non-current assets		233,957		237,502
Current liabilities		724		724
Non-current liabilities		815,500		815,500

WAND (TV) Partnership: The Company has a 33.33% interest in a partnership, WAND (TV) Partnership, with Block Communications. The Company accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company did not receive any distributions in 2004 and 2003. The Company has also entered into a management services agreement with WAND (TV) Partnership to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of WAND (TV) Partnership and is periodically reimbursed. Amounts due to the Company from WAND (TV) Partnership under this arrangement were approximately $478,000 as of December 31, 2004. Amounts due from the Company to WAND (TV) Partnership under this arrangement were approximately $64,000 as of December 31, 2003. The following presents the summarized financial information of the WAND (TV) Partnership (in thousands):

	Year Ended December 31,
	2004			2003			2002
Net revenues	$	6,605		$	6,360		$	8,087
Operating (loss) income		(52	)		(8,591	)		1,431
Net (loss) income		(123	)		(8,674	)		1,450

	December 31,
	2004		2003
Current assets	$	3,317	$	2,013
Non-current assets		24,283		25,168
Current liabilities		917		405
Non-current liabilities		32		—

Southwest Sports Group Holdings, LLC: On May 2, 2002, Southwest Sports Group Holdings, LLC, an entity in which affiliates of Hicks Muse have a substantial economic interest, redeemed all 500,000 Series A Preferred Units held by the Company for an aggregate redemption price of $60.8 million, resulting in a gain of approximately $3.8 million to the Company.

F-16

Other Investments: The Company recorded losses of approximately $0.3 million and $2.8 million for the years ended December 31, 2003 and 2002, respectively, in other expenses, on an investment in the equity of an Internet company. These amounts reflect impairments of the Company’s initial investment as a result of a reduction in the value of the Internet company, which in the opinion of management are other than temporary.

Note 5 — Property and Equipment

Property and equipment consisted of the following at December 31 (in thousands):

	2004			2003
Land and land improvements	$	14,309		$	14,112
Buildings and fixtures		100,869			96,489
Broadcast equipment and other		246,622			240,678
		361,800			351,279
Less accumulated depreciation		(164,235	)		(154,105	)
	$	197,565		$	197,174

The Company recorded depreciation expense in the amounts of $31.3 million, $30.7 million and $27.6 million for the years ended December 31, 2004, 2003 and 2002, respectively .

Note 6 — Intangible Assets

The following table summarizes the carrying amount of each major class of intangible assets at December 31 (in thousands):

	2004			2003
Amortized Intangible Assets:
LMA purchase options	$	3,300		$	2,388
Network affiliations		173			283
Income leases		393			393
Other intangible assets		1,780			2,022
Accumulated amortization		(2,776	)		(1,873	)
		2,870			3,213
Unamortized Intangible Assets:
Broadcast licenses		1,063,265			1,083,948
Goodwill		583,105			586,269
		1,646,370			1,670,217
Goodwill		583,105			586,269
Broadcast licenses and other intangible assets, net		1,066,135			1,087,161
Total intangible assets	$	1,649,240		$	1,673,430

The increase in LMA purchase options is due to the option payment on KNVA-TV made in the fourth quarter of 2004. The decrease in broadcast licenses is due to an adjustment related to the Company’s reversal of its federal deferred tax valuation allowance of $59.3 million offset by the consolidation of Banks Broadcasting under FIN 46R as of March 31, 2004 with licenses valued at $29.2 million and the acquisition of the broadcast license of WIRS-TV on January 14, 2004 for $4.5 million and the broadcast license of WTIN-TV on May 6, 2004 for $4.9 million. The decrease in goodwill is due to an adjustment related to the Company’s reversal of its federal deferred tax valuation allowance for $3.2 million.

The following table summarizes the aggregate amortization expense for all periods presented as well as the estimated amortization expense for the next five years (in thousands):

F-17

							Estimated amortization expense
	Year ended December 31,						For the year ended December 31,
	2002		2003		2004		2005		2006		2007		2008		2009
Amortization expense	$	699	$	1,188	$	1,015	$	1,865	$	1,006	$	—	$	—	$	—

Other intangible assets include intangible pension assets recognized when the Company recorded its minimum pension liability in accordance with SFAS No. 87, “Employers’ Accounting for Pensions”. When the Company makes a new determination of the amount of additional liability, the related intangible asset and separate component of equity will be eliminated or adjusted as necessary.

Based on the guidance included in SFAS No. 142, “Goodwill and Other Intangible Assets”, the Company has ascribed an indefinite useful life to its broadcast licenses. This accounting treatment is based in part upon the Company’s belief that the cash flows from the ownership of its broadcast licenses are expected to continue indefinitely, as the Company intends to renew its licenses indefinitely and has demonstrated its ability to do so. The Company’s broadcast licenses are renewable every 8 years if the Company provides at least an average level of service to its customers and complies with the applicable FCC rules and policies. The cost of renewal is not significant and historically there have been no compelling challenges to the Company’s renewal of licenses and the Company has no reason to expect that challenges will be brought in any future period.

In accordance with the provisions of SFAS No. 142, the Company has discontinued the amortization of goodwill and broadcast licenses. The Company completed a transitional impairment test for goodwill and broadcast licenses as of January 1, 2002 and also an annual impairment test as of December 31, 2002. As a result of these tests, an impairment loss of $47.2 million ($30.7 million, net of tax benefit) was recorded in the first quarter of 2002 to reflect the write-down of certain broadcast licenses to their fair value. An impairment loss of $51.7 million was recorded in the fourth quarter of 2003 to reflect the write-down of certain broadcast licenses to their fair value. No impairments to the carrying values of the Company’s broadcast licenses were required during the year ended December 31, 2004.

Note 7 — Long-term Debt

Debt consisted of the following at December 31 (in thousands):

	2004		2003
Senior Credit Facility	$	158,500	$	193,500
$166,440 and $205,000 at December 31, 2004 and 2003, respectively, 8% Senior Notes due 2008 (net of discount of $2,884 and $4,706 at December 31, 2004 and 2003, respectively)		163,556		200,294
$200,000, 6 1/2% Senior Subordinated Notes due 2013		200,000		200,000
$125,000, 2.50% Exchangeable Senior Subordinated Debentures due 2033 (net of discount of $14,215 and $18,427 at December 31, 2004 and 2003, respectively)		110,785		106,573
Total debt		632,841		700,367
Less current portion		6,573		7,000
Total long-term debt	$	626,268	$	693,367

Senior Credit Facility

	Revolving facility			Term Loans
Final maturity date		3/31/2005			12/31/2007
Balance at December 31, 2004	$	—		$	158,500
Unused balance at December 31, 2004		191,888			—
Adjusted LIBOR	1.50% to 2.75%			2.00% to 2.25%
Applicable margin		2.00	%	2.00% to 2.25%
Interest rate	3.50% to 4.75%			4.00% to 4.50%

F-18

The revolving credit facility may be used for general corporate purposes, acquisitions of certain assets and the redemption of the Company’s publicly traded securities not to exceed $50 million. The senior credit facility permits the Company to prepay loans and to permanently reduce revolving credit commitments, in whole or in part, at any time. The Company is required to make mandatory prepayments of its terms loans in the amount of $1.6 million per quarter and additional prepayments based on certain debt transactions or the disposal of certain assets.

The senior credit facility contains covenants that, among other things, restrict the ability of the Company’s subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness or amend other debt instruments, pay dividends, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, make acquisitions, engage in mergers or consolidations, change the business conducted by it, make capital expenditures, or engage in certain transactions with affiliates and otherwise restrict certain corporate activities. The Company is required, under the terms of the senior credit facility, to comply with specified financial ratios, including a minimum interest coverage ratio, a maximum leverage ratio and a minimum fixed charge coverage ratio.

The senior credit facility also contain provisions that prohibit any modification of the indentures governing the senior subordinated notes and senior notes in any manner adverse to the lenders and that limits the Company’s ability to refinance or otherwise prepay the senior subordinated notes or senior notes without the consent of such lenders.

On March 11, 2005 the Company replaced its senior credit facility. See Note 18 – Subsequent Events for a description of this transaction.

6 ¹/2% Senior Subordinated Notes, 2.50% Exchangeable Senior Subordinated Debentures and 8% Senior Notes

	8% Senior Notes	6 1/2% Senior Subordinated Notes	2.50% Exchangeable Senior Subordinated Debentures
Final maturity date	1/15/2008	5/15/2013	5/15/2033(1)
Annual interest rate	8.0%	6.5%	2.5%
Payable semi-annually in arrears	June 15th	May 15th	May 15th
	January 15th	November 15th	November 15th

⁽¹⁾ The holders of the 2.50% Exchangeable Senior Subordinated Debentures can require the Company to repurchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.

The 6 ¹/2% Senior Subordinated Notes and the 2.50% Exchangeable Senior Subordinated Debentures are unsecured and are subordinated in right of payment to all senior indebtedness, including the Company’s 8% Senior Notes and the senior credit facility and the 8% Senior Notes are unsecured and are subordinated in right of payment to the Company’s senior credit facility.

The indentures governing the 6 ¹/2% Senior Subordinated Notes, 2.50% Exchangeable Senior Subordinated Debentures and the 8% Senior Notes contain covenants limiting, among other things, the incurrence of additional indebtedness and issuance of capital stock; layering of indebtedness; the payment of dividends on, and redemption of, the Company’s capital stock; liens; mergers, consolidations and sales of all or substantially all of the Company’s assets; asset sales; asset swaps; dividend and other payment restrictions affecting restricted subsidiaries; and transactions with affiliates. The indentures also have change of control provisions which may require the Company to purchase all or a portion of the 6 ¹/2% Senior Subordinated Notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest, and the 2.50% Exchangeable Senior Subordinated Debentures at a price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest.

The 6 ¹/2% Senior Subordinated Notes and the 8% Senior Notes have certain limitations and financial penalties for early redemption of the notes. The 2.50% Exchangeable Senior Subordinated Debentures have a contingent interest feature that could require the Company to pay contingent interest at the rate of 0.25% per annum commencing with the six-month period beginning May 15, 2008 if the average trading price of the debentures for a five-day measurement period preceding the beginning of the applicable six-month period equals 120% or more of the principal amount. The debentures also have certain exchange rights where the holder may exchange each debenture for a number of LIN TV Corp.’s class A common stock based on certain conditions.

Prior to May 15, 2008, the exchange rate will be determined as follows:

•   If the applicable stock price is less than or equal to the base exchange price, the exchange rate will be the base exchange rate; and

F-19

•   If the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate: The base exchange rate plus the product of (i) a fraction, the numerator of which equals the applicable stock price less the base exchange price and the denominator of which equals the applicable stock price multiplied by (ii) the incremental share factor.

On May 15, 2008, the exchange rate will be fixed at the exchange rate then in effect.

The “base exchange rate” is 26.8240, subject to adjustment, and the “base exchange price” is a dollar amount (initially $37.28) derived by dividing the principal amount per debenture by the base exchange rate. The “incremental share factor” is 23.6051, subject to the same proportional adjustment as the base exchange rate. The “applicable stock price” is equal to the average of the closing sale prices of LIN TV Corp.’s common stock over the five trading-day period starting the third trading day following the exchange date of the debentures.

Repayment of Principal

The following table summarizes future principal repayments on the Company’s debt agreements:

	Senior Credit Facility			Senior Credit Facility						6 1/2 Senior			Senior 2.50% Exchangeable
	(Revolver)			(Term Loans)			8% Senior Notes			Subordinated Notes			Subordinated Debentures			Total
Final maturity date			3/31/2005			12/31/2007			1/15/2008			5/12/2013		5/15/2033	(1)
2005		$	—		$	6,573		$	—		$	—	$	—			$	6,573
2006			—			6,573			—			—		—				6,573
2007			—			145,354			—			—		—				145,354
2008			—			—			166,440			—		—				166,440
2009			—			—			—			—		—				—
2010			—			—			—			—		—				—
Thereafter			—			—			—			200,000		125,000				325,000
Total		$	—		$	158,500		$	166,440		$	200,000	$	125,000			$	649,940

⁽¹⁾ The holders of the 2.50% Exchangeable Senior Subordinated Debentures can require the Company to repurchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.

The Company paid $73.6 million on the principal amount of debt in 2004 compared with $22.0 million in 2003. The $73.6 million in 2004 included a $22.0 million payment to pay the principal balance on the revolving credit facility, $7.0 million in mandatory payments on the term loans plus an additional $6.0 million on the principal balance on the term loans, and $38.6 million to retire a portion of the 8% Senior Notes. The $22.0 million in 2003 represented a payment on the principal balance of the revolving credit facility and $5.0 million to repurchase a portion of the 8% Senior Notes.

The fair values of the Company’s long-term debt are estimated based on quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities. The carrying amounts and fair values of long-term debt were as follows at December 31 (in thousands):

	2004		2003
Carrying amount	$	632,842	$	700,367
Fair value		649,128		740,027

Note 8 — Stockholders’ Equity

Stock Option Plans. Pursuant to the Company’s 1998 Option Plan, 2002 Stock Plan, Sunrise Option Plan and the 2002 Non-Employee Director Plan (collectively, the “Option Plans”) nonqualified options in LIN TV Corp. class A common stock have been granted to certain directors, officers and key employees of the Company.

F-20

Options granted under the Option Plans generally have straight-line vesting terms over four or five years and expire ten years from the date of grant. The Option Plans have 4,865,000 shares authorized for grant. At December 31, 2004, there were 426,000 shares available for future grant under the Option Plans.

The following table provides additional information regarding the Option Plans (shares in thousands):

	2004					2003					2002
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of period		3,510		$	20.83		2,957		$	20.19		1,817		$	18.96
Granted		1,006			22.63		697			23.56		1,312			21.94
Exercised		(29	)		20.89		(69	)		19.34		(39	)		17.43
Forfeited		(308	)		22.55		(75	)		22.12		(136	)		22.16
Assumed in merger with Sunrise		—			—		—			—		3			51.55
Outstanding at end of period		4,179			21.14		3,510			20.83		2,957			20.19
Options exercisable at period-end		2,196					1,809					1,404
Weighted-average fair value of options granted during the period	$	6.14				$	5.96				$	6.79

In addition to the option grants in 2003, the Company granted unrestricted stock awards of 1,340 shares of class A common stock to certain employees for consideration of $0 per share, resulting in compensation expense of $31,248.

The following table summarizes information about the Option Plans at December 31, 2004 (shares in thousands):

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life		Price		Exercisable		Price
$10.50 to $14.99		504		3.0	$	11.49		504	$	11.49
$15.00 to $19.99		79		8.9		19.63		10		18.70
$20.00 to $24.99		3,383		7.2		22.30		1,459		21.64
$25.00 to $29.99		213		5.9		26.25		169		26.25

Phantom Stock Units Plan. Pursuant to the Company’s 1998 Phantom Stock Units Plan (“Phantom Stock Units Plan”), and as partial consideration for the acquisition of LIN Television by the Company in 1998, phantom units exercisable into shares of LIN TV class A common stock with a $0 exercise price, were issued to the Company’s officers and key employees. As a non-compensatory element of the total purchase price of LIN Television, the phantom units are not subject to variable accounting and any cash paid on the exercise of the phantom units is accounted for as a reduction to additional paid-in capital.

The phantom units expire ten years from the date of issuance, are non-forfeitable, and are exercisable at a date selected by the holder within the ten-year term.

The following table provides additional information regarding the 1998 Phantom Stock Units Plan (shares in thousands):

	Year ended December 31,
	2004			2003			2002
Outstanding at beginning of period		525			675			680
Exercised		(197	)		(150	)		(5	)
Outstanding at end of period		328			525			675

F-21

Employee Stock Purchase Plan. Under the terms of LIN TV Corp.’s 2002 Employee Stock Purchase Plan, eligible employees of the Company may have up to 10% of eligible compensation deducted from their pay to purchase shares of LIN TV Corp.’s class A common stock. The purchase price of each share is 85% of the average of the high and low per share trading price of LIN TV Corp.’s class A common stock on the New York Stock Exchange (“NYSE”) on the last trading day of each month during the offering period. During 2004, employees purchased 66,878 shares at a weighted average price of $17.69.

Note 9 — Derivative Instruments

The 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative features that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The fair value of these derivatives on issuance of the debentures was $21.1 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative features are recorded at fair market value in other liabilities. The Company has recorded a gain on derivative instruments in connection with the mark-to-market of these derivative features of $15.2 million and $2.6 million for the years ended December 31, 2004 and 2003, respectively.

In 2002, the Company used interest rate collar, cap and swap arrangements, not designated as hedging instruments under SFAS No. 133, “Accounting for Derivative and Hedging Activities”, as amended, to mitigate the impact of the variability in interest rates in connection with its variable rate senior credit facility and fixed rate senior notes. As of December 31, 2002, the Company held no derivative instruments. Other (income) expense for the year ended December 31, 2002 includes a gain of $5.6 million from the mark-to-market of these derivative instruments.

Note 10 — Related Party Transactions

Monitoring and Oversight Agreement. The Company was party to an agreement with Hicks Muse Partners, pursuant to which the Company agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for oversight and monitoring services. Hicks Muse Partners was also entitled to reimbursement for any expenses incurred by it in connection with rendering services allocable to the Company. The annual fee was approximately $0.4 million for the year ended December 31, 2002. The Company and Hicks Muse Partners agreed to terminate this agreement on May 2, 2002 and to amend the financial advisory agreement in exchange for an aggregate fee of $16.0 million.

Financial Advisory Agreement. The Company is party to an agreement with Hicks Muse Partners, pursuant to which the Company reimburses Hicks Muse Partners, an affiliate of Hicks Muse, for certain expenses incurred by it in connection with rendering services relating to acquisitions, sales, mergers, exchange offers, recapitalization, restructuring or similar transactions allocable to the Company. The Company incurred fees under this arrangement of $17,000, $67,000 and $89,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

Local Marketing Agreement. The Company is party to a local marketing agreement with Super Towers, Inc., of which the President of Super Towers, Inc. is related to a former company executive. The Company has paid Super Towers, Inc. approximately $116,000, $110,000 and $100,000 for the years ended December 31, 2004, 2003 and 2002, respectively, in connection with its local marketing agreement for WNAC-TV. The Company has also paid Super Towers, Inc. $29,000, $66,000 and $55,000 for the years ended December 31, 2004, 2003 and 2002 respectively, for various reimbursable expenses.

Note 11 — Retirement Plans

401(k) Plan. The Company provides a defined contribution plan (“401(k) Plan”) to substantially all employees. The Company makes contributions to employee groups that are not covered by another retirement plan sponsored by the Company.

F-22

Contributions made by the Company vest based on the employee’s years of service. Vesting begins after six months of service in 20% annual increments until the employee is 100% vested after five years. The Company matches 50% of the employee’s contribution up to 6% of the employee’s total annual compensation. The Company contributed $2.3 million, $2.2 million and $1.6 million to the 401(k) Plan in the years ended December 31, 2004, 2003 and 2002, respectively.

Retirement Plans. The Company has a number of noncontributory defined benefit retirement plans covering certain of its employees in the United States and Puerto Rico. Contributions are based on periodic actuarial valuations and are charged to operations on a systematic basis over the expected average remaining service lives of current employees. The net pension expense is assessed in accordance with the advice of professionally qualified actuaries. The benefits under the defined benefit plans are based on years of service and compensation.

The benefit obligation, accumulated benefit obligation, and fair value of plan assets for retirement plans with accumulated benefit obligations in excess of plan assets, were $96.7 million, $90.7 million and $70.1 million at December 31, 2004, $90.1 million, $83.2 million and $64.2 million at December 31, 2003, $76.7 million, $72.4 million and $55.4 million at December 31, 2002, respectively.

The components of the net pension expense included in the financial statements and information with respect to the change in benefit obligation, change in plan assets, the funded status of the retirement plans and underlying assumptions are as follows (in thousands, except percentages):

	Year ended December 31,
	2004			2003			2002
Change in benefit obligation
Benefit obligation, beginning of period	$	90,069		$	76,711		$	64,754
Service cost		1,990			1,827			1,592
Interest cost		5,506			5,243			4,874
Plan amendments		—			122			1,596
Actuarial loss		5,035			8,920			7,111
Benefits paid		(5,923	)		(2,754	)		(3,216	)
Benefit obligation, end of period	$	96,677		$	90,069		$	76,711
Change in plan assets
Fair value of plan assets, beginning of period	$	64,209		$	55,375		$	65,514
Actual return on plan assets		7,136			11,552			(6,924	)
Employer contributions		4,668			36			—
Benefits paid		(5,923	)		(2,754	)		(3,215	)
Fair value of plan assets, end of period	$	70,090		$	64,209		$	55,375
Funded status of the plan	$	(26,587	)	$	(25,860	)	$	(21,337	)
Unrecognized actuarial gain		21,035			17,878			15,130
Unrecognized prior service cost		1,347			1,518			1,562
Total amount recognized and accrued benefit liability	$	(4,205	)	$	(6,464	)	$	(4,645	)

Amounts recognized in the balance sheets as of December 31, (in thousands):

	2004			2003
Accrued benefit cost	$	(20,353	)	$	(18,945	)
Intangible assets		1,780			2,022
Additional minimum liability		(222	)		—
Accumulated other comprehensive loss		14,590			10,459
Net amount recognized	$	(4,205	)	$	(6,464	)

F-23

     Components of Net Periodic Benefit Cost for the year ended December 31, (in thousands):

	2004			2003			2002
Service cost	$	1,990		$	1,827		$	1,592
Interest cost		5,506			5,243			4,874
Expected return on plan assets		(5,627	)		(5,631	)		(5,730	)
Amortization of prior service cost		171			166			157
Amortization of net loss (gain)		369			250			(142	)
Net periodic benefit cost	$	2,409		$	1,855		$	751

Assumptions:

Weighted-average assumptions used to determine benefit obligation at December 31:

	2004			2003			2002
Discount rate		5.75 - 6.00	%		6.00 - 6.25	%		6.75	%
Expected long term rate of return on plan assets		8.25	%		8.25	%		8.25	%
Rate of compensation increase		4.00 - 4.50	%		4.00 - 5.00	%		4.00 - 5.00	%

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:

	2004			2003			2002
Discount rate		6.00 - 6.25	%		6.75	%		7.25 - 8.00	%
Expected long term rate of return on plan assets		8.25	%		8.25	%		8.25	%
Rate of compensation increase		4.00 - 5.00	%		4.00 - 5.00	%		4.00 - 5.00	%

Accumulated other comprehensive loss

The Company recorded $14.6 million and $10.5 million in accumulated other comprehensive loss attributable to its minimum pension liability as of December 31, 2004 and 2003, respectively. There was no accumulated other comprehensive income or loss as of December 31, 2002.

The Company’s pension plan assets are invested in a manner consistent with the fiduciary standards of ERISA. Plan investments are made with the safeguards and diversity to which a prudent investor would adhere and all transactions undertaken are for the sole benefit of plan participants and their beneficiaries.

The Company’s investment objective is to obtain the highest possible return commensurate with the level of assumed risk. Fund performances are compared to benchmarks including the S&P 500 Index, S&P MidCap Index, Russell 2000 Index, MSCI EAFE Index, and Lehman Brothers Aggregate Bond Index. The expected long-term rate of return on plan assets was made considering the Retirement Plan’s asset mix, historical returns on equity securities, and expected yields to maturity for debt securities.

The asset allocation for the Retirement Plan at December 31, 2004 and 2003 and the target allocation for December 31, 2005, by asset category, are as follows:

	Target			Percentage of Plan Assets
	Allocation			at December 31,
Asset Category	2005			2004			2003
Equity securities		60 - 70	%		69	%		70	%
Debt securities		30 - 40	%		31	%		30	%
		100	%		100	%		100	%

Contributions. The Company does not currently have minimum funding requirements, as set forth in ERISA and federal tax laws. The Company contributed $4.7 million to the Retirement Plan in 2004, but did not contribute in 2003. The Company anticipates contributing $3.0 million to the Retirement Plan in 2005.

F-24

Note 12 — Commitments and Contingencies

Commitments. The Company leases land, buildings, vehicles and equipment under non-cancelable operating lease agreements that expire at various dates through 2011. Commitments for non-cancelable operating lease payments at December 31, 2004 are as follows (in thousands):

2005	$	1,084
2006		1,009
2007		647
2008		347
2009		349
Thereafter		3,709
	$	7,145

Rent expense included in the consolidated statements of operations was $1.6 million for each year ended December 31, 2004, 2003 and 2002, respectively.

The Company has entered into commitments for future syndicated news, entertainment, and sports programming. Future payments associated with these commitments at December 31, 2004 are as follows (in thousands):

2005	$	26,267
2006		16,421
2007		11,252
2008		6,825
2009		1,207
2010		909
Thereafter		518
Total obligations		63,399
Less recorded contracts		35,286
Future contracts	$	28,113

The Company has commitments aggregating to $0.4 million to pay future minimum periodic fees related to local marketing agreements for KNVA-TV and WNAC-TV

The Company has purchase option agreements to acquire WNAC-TV and KNVA-TV and has a commitment to pay $1.8 million under these option agreements and an additional $1.0 million if the Company exercises these options.

Contingencies

GECC Note

GECC provided debt financing in connection with the formation of the joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0% per annum until March 2, 2013 and 9.0% per annum thereafter. During the last five years, the joint venture has produced cash flows to support the interest payments and to maintain minimum levels of required working capital reserves. In addition, the joint venture has made cash distributions to the Company and to NBC from the excess cash generated by the joint venture of approximately $34.5 million on average each year during the past three years. Accordingly, the Company expects that the interest payments on the GECC note will be serviced solely by the cash flow of the joint venture. The GECC note is not an obligation of the Company, but is recourse to the joint venture, the Company’s equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts under the GECC note. If this happened, the Company could experience material adverse consequences, including:

F-25

•   GECC could force LIN TV Corp. to sell the stock of LIN Television held by LIN TV Corp. to satisfy outstanding amounts under the GECC note;

•   if more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC Note, it could cause an acceleration of the Company’s senior credit facility and other outstanding indebtedness; or

•   if the GECC note is prepaid because of an acceleration on default or otherwise, or if the note is repaid at maturity, the Company may incur a substantial tax liability.

The joint venture is approximately 80% owned by NBC, and NBC controls the operations of the stations through a management contract. Therefore, the operation and profitability of those stations and the likelihood of a default under the GECC note are primarily within NBC’s control.

Litigation. The Company currently and from time to time is involved in litigation incidental to the conduct of its business. In the opinion of the Company’s management, none of such litigation as of December 31, 2004 is likely to have a material adverse effect on the financial position, results of operations or cash flows of the Company.

Note 13 —Income Taxes

The Company files a consolidated federal income tax return. (Benefit from) provision for income taxes included in the accompanying consolidated statements of operations consisted of the following for the year ended December 31, (in thousands):

	2004			2003			2002
Current:
Federal	$	441		$	—		$	376
State		560			823			750
Foreign		4,887			3,168			2,240
		5,888			3,991			3,366
Deferred:
Federal		(27,287	)		3,652			12,134
State		952			(295	)		4,974
Foreign		1,416			1,881			5,027
		(24,919	)		5,238			22,135
	$	(19,031	)	$	9,229		$	25,501

The components of the income (loss) before income taxes were as follows (in thousands):

	2004		2003			2002
United States	$	56,534	$	(92,611	)	$	(8,922	)
Foreign		15,423		11,255			15,338
Income (loss) from continuing operations before taxes and cumulative effect of change in accounting principle	$	71,957	$	(81,356	)	$	6,416

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income (loss) before income taxes to the actual (benefit from) provision for income taxes for the year ended December 31, (in thousands):

F-26

	2004			2003			2002
Provision (benefit) assuming federal statutory rate	$	25,397		$	(28,475	)	$	2,246
State taxes, net of federal tax benefit		1,026			382			843
Foreign taxes, net of federal tax benefits		3,503			2,727			4,196
Change in valuation allowance		(50,130	)		33,787			17,546
Other		1,173			808			670
	$	(19,031	)	$	9,229		$	25,501

The components of the net deferred tax liability at December 31 are as follows (in thousands):

	2004			2003
Deferred tax liabilities:
Intangible assets	$	235,403		$	243,539
Property and equipment		18,424			19,653
Equity investments		266,708			266,589
Minority interest		5,249			—
Other		9,012			—
		534,796			529,781
Deferred tax assets:
Net operating loss carryforwards		(86,991	)		(78,447	)
Valuation allowance		5,364			83,418
Other		(7,474	)		(7,164	)
		(89,101	)		(2,193	)
Net deferred tax liabilities	$	445,695		$	527,588

The Company maintains a valuation allowance against its deferred tax asset position when management believes it is more likely than not that their net deferred tax assets will not be realized in the future. The Company maintained a valuation allowance as of December 31, 2004 on its state net operating loss carryforwards of $5.4 million. Included in the Company’s valuation allowance is $2.4 million on deferred tax assets recorded in connection with the acquisition of Sunrise Television.

During 2004, based on all available evidence, the Company determined that it was more likely than not that all of its deferred tax assets would be realized, except as noted above. As a result of this determination, the Company reversed its valuation allowance by $86.1 million. In addition to the $50.1 million recorded as a benefit against current year’s provision for income taxes, $34.7 million of the reduction was recorded against Sunrise Television’s intangible assets and $1.3 million was recorded to additional paid in capital. These entries have no impact on the Company’s cash flow. This reversal was offset by an increased tax provision related to recording increased US source income from continuing operations of $56.5 million for the year ended December 31, 2004 compared to a loss from continuing operations of $92.6 million for the year ended December 31, 2003.

The Company records deferred tax liabilities relating to the difference in the book basis and tax basis of goodwill and intangibles. Prior to January 1, 2002, the reversals of those deferred tax liabilities were utilized to support the recognition of deferred tax assets (primarily consisting of net operating loss carryforwards) recorded by the Company. As a result of the adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of deferred tax assets.

At December 31, 2004, the Company had a federal net operating loss carryforwards of approximately $232.4 million that begins to expire in 2019. The Company also has net operating loss carryforwards in Puerto Rico of $0.7 million, which expire between 2005 through 2007. Under the provisions of the Internal Revenue Code, future substantial changes in the Company’s ownership could limit the amount of net operating loss carryforwards that could be used annually to offset future taxable income and income tax liability.

F-27

Note 14 — Initial Public Offering

On May 2, 2002, the Company completed its initial public offering (“IPO”), in which it issued 19,550,000 shares of common stock at a price of $22.00 per share. Proceeds to the Company totaled approximately $399.9 million, net of commissions, discounts and other offering costs of approximately $30.2 million. The net proceeds from the IPO were immediately contributed to the Company’s subsidiary, LIN Television, through a capital contribution.

The Company used a portion of the IPO proceeds together with proceeds from the redemption of Southwest Sports Group preferred units to repay debt and accrued interest of $325.0 million. This included the repayment to the lenders of the Company’s senior credit facility of $192.3 million. In addition, the Company used a portion of the IPO proceeds to repay the debt and accrued interest and premiums of Sunrise which was recorded at fair value of $166.0 million. A portion of the Sunrise debt, in the amount of a $33.3 million note held by affiliates of Hicks Muse, was exchanged for shares of the Company’s class B common stock. The Company repaid the balance of $132.7 million of the remaining Sunrise debt and accrued interest and premiums. In addition, the Company exchanged $54.4 million shares of Sunrise preferred stock held by affiliates of Hicks Muse for shares of the Company’s class B common stock and made a cash payment of $10.8 million to redeem the balance of Sunrise’ preferred stock held by another investor. The Company also used the proceeds to pay discounts, commissions and other expenses, including $6.2 million paid on May 2, 2002, and $7.3 million paid on August 23, 2002, to affiliates of Hicks Muse in connection with the termination of the Company’s monitoring and oversight agreement with such affiliates of Hicks Muse, and for general corporate purposes.

Note 15 — Unaudited Quarterly Data
(in thousands, except per share data)

	Quarter Ended
	March 31, 2004		June 30, 2004		September 30, 2004		December 31, 2004
Net revenues	$	79,844	$	96,338	$	91,005	$	107,660
Operating income		15,116		28,578		22,879		34,434
Income from continuing operations		1,801		21,329		22,576		26,251
Loss from sale of discontinued operations, net of tax		—		1,284		—		—
Net income		1,363		14,617		14,816		62,242
Basic income per common share:
Income from continuing operations	$	0.04	$	0.42	$	0.45	$	0.52
Loss from sale of discontinued operations, net of tax		—		0.03		—		—
Net income		0.04		0.29		0.29		1.23
Diluted income per common share:
Income from continuing operations	$	0.04	$	0.42	$	0.44	$	0.49
Loss from sale of discontinued operations, net of tax		—		0.03		—		—
Net income		0.04		0.29		0.29		1.15

	Quarter Ended
	March 31, 2003			June 30, 2003			September 30, 2003			December 31, 2003
Net revenues	$	73,627		$	89,204		$	84,278		$	95,304
Operating income (loss)		11,549			24,481			20,771			(27,094	)
(Loss) income from continuing operations		(38,453	)		(8,257	)		11,823			(46,469	)
Loss (gain) from sale of discontinued operations, net of tax		—			652			(864	)		—
Net (loss) income		(40,867	)		(11,245	)		5,888			(44,155	)
Basic and Diluted (loss) income per common share:
(Loss) income from continuing operations	$	(0.82	)	$	(0.21	)	$	0.11		$	(0.88	)
Loss (gain) from sale of discontinued operations, net of tax		—			0.01			(0.01	)		—
Net (loss) income		(0.82	)		(0.23	)		0.12			(0.88	)

F-28

Note 16 — Supplemental Disclosure of Cash Flow Information
(in thousands)

	Year ended December 31,
	2004			2003		2002
Cash paid for interest	$	39,885		$	52,722	$	48,435
Cash paid for income taxes		5,621			5,758		1,029
Cash investing activities:
On January 14, 2004, the Company acquired the broadcast license of WIRS-TV for $4.5 million. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of broadcast license acquired	$	4,450
Cash paid		(4,450	)
Liabilities assumed	$		—
On May 6, 2004, the Company acquired the broadcast license of WTIN-TV for $4.9 million. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of broadcast license acquired	$	4,923
Cash paid		(4,923	)
Liabilities assumed	$	—
On January 29, 2002, the Company acquired the broadcast license, property and equipment of WOTV-TV for $2.9 million, a station the Company had been operating under a local marketing agreement since October 30, 1991. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	2,872
Cash paid							(2,872	)
Liabilities assumed						$	—
On January 31, 2002, the Company acquired the broadcast license of WVBT-TV for $3.0 million, a station the Company had been operating under a local marketing agreement since December 14, 1994. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	3,029
Cash paid							(3,029	)
Liabilities assumed						$	—
On April 30, 2002, the Company acquired the broadcast license of WCTX-TV for $4.7 million, a station the Company had been operating under a local marketing agreement since December 9, 1994. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	4,739
Cash paid							(4,739	)
Liabilities assumed						$	—
On May 2, 2002, LIN TV Corp. acquired Sunrise Television Corp. for $10.3 million. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	267,551
Value of common stock in exchange for Sunrise							(10,255	)
Liabilities assumed						$	(257,296	)

F-29

Note 17 — Valuation and Qualifying Accounts

	Balance at		Charged to					Balance at
	Beginning of Period		Operations			Deductions		End of Period
Year ended December 31, 2004 Allowance for doubtful accounts	$	1,646	$	320		$	516	$	1,450
Year ended December 31, 2003 Allowance for doubtful accounts	$	2,562	$	(198	)	$	718	$	1,646
Year ended December 31, 2002 Allowance for doubtful accounts	$	1,802	$	1,781		$	1,021	$	2,562

Note 18 — Subsequent Events

On January 14, 2005, LIN Television Corporation entered into an agreement to sell $175 million aggregate principal amount of its 6^1/2% Senior Subordinated Notes due 2013. The offering closed on January 28, 2005. The notes are guaranteed by LIN TV Corp. and certain of LIN Television Corporation’s subsidiaries, and are additional securities under an indenture pursuant to which LIN Television Corporation issued $200 million aggregate principal amount of notes in May 2003. The proceeds from the sale of the 6^1/2% Notes were used to repurchase or redeem $166.4 million principal amount of LIN Television Corporation’s 8% Senior Notes due 2008. This repayment will result in a loss on early extinguishment of debt of $9.9 million in the first quarter of 2005.

On February 9, 2005, the Company entered into a definitive agreement to acquire WNDY, the UPN affiliate serving Indianapolis, Indiana and WWHO, the UPN affiliate serving Columbus, Ohio from Viacom, Inc. for $85.0 million in cash which will be funded by a combination of cash on hand and proceeds from the Company’s Senior Credit Facility.

On March 11, 2005, the Company replaced its senior credit facility. Under this new facility, the Company obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on the existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV, during the first half of 2005. The Company is required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively. The new facility contains covenants similar to that of the old facility.

F-30

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of LIN Television Corporation:

We have completed an integrated audit of LIN Television Corporation’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of LIN Television Corporation and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for goodwill and other intangible assets.

As discussed in Note 4 to the consolidated financial statements, effective March 31, 2004, the Company adopted the provisions of FASB Interpretation No. 46 (R), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, relating to the consolidation of Banks Broadcasting, Inc.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in “Management’s Report on Internal Control Over Financial Reporting” appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control – Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

F-31

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Boston, Massachusetts
March 15, 2005

F-32

LIN Television Corporation

Consolidated Balance Sheets

	December 31,
	2004			2003
	(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	14,797		$	9,475
Accounts receivable, less allowance for doubtful accounts (2004 - $1,450; 2003 - $1,646)		70,639			70,949
Program rights		17,312			17,398
Assets held for sale		—			26,525
Other current assets		3,790			3,208
Total current assets		106,538			127,555
Property and equipment, net		197,565			197,174
Deferred financing costs		11,060			14,332
Equity investments		65,813			77,305
Program rights		12,165			11,292
Goodwill		583,105			586,269
Broadcast licenses and other intangible assets, net		1,066,135			1,087,161
Other assets		16,043			14,822
Total assets	$	2,058,424		$	2,115,910
Liabilities, Preferred Stock and Stockholders’ Equity
Current liabilities:
Current portion of long-term debt	$	6,573		$	7,000
Accounts payable		7,774			6,977
Accrued interest expense		8,118			9,846
Accrued sales volume discount		6,462			6,075
Other accrued expenses		13,483			13,172
Liabilities held for sale		—			1,177
Program obligations		23,278			22,770
Total current liabilities		65,688			67,017
Long-term debt, excluding current portion		626,268			693,367
Deferred income taxes, net		445,695			527,588
Program obligations		12,008			11,498
Other liabilities		38,344			54,306
Total liabilities		1,188,003			1,353,776
Commitments and Contingencies (Note 12)
Preferred stock of Banks Broadcasting, Inc., $0.01 par value, 173,822 issued and outstanding at December 31, 2004		14,458			—
Stockholders’ equity:
Common stock, $0.01 par value: 1,000 shares authorized, issued and outstanding		—			—
Additional paid-in capital		1,072,320			1,067,398
Accumulated deficit		(201,767	)		(294,805	)
Accumulated other comprehensive loss		(14,590	)		(10,459	)
Total stockholders’ equity		855,963			762,134
Total liabilities, preferred stock and stockholders’ equity	$	2,058,424		$	2,115,910

The accompanying notes are an integral part of the consolidated financial statements

F-33

LIN Television Corporation

Consolidated Statements of Operations

	Year Ended December 31,
	2004			2003			2002
	(In thousands, except per share information)
Net revenues	$	374,847		$	342,413		$	343,980
Operating costs and expenses:
Direct operating (excluding depreciation of $31.3 million, $30.7 million and $27.6 million for 2004, 2003 and 2002, respectively)		102,080			99,618			94,871
Selling, general and administrative		95,553			88,876			78,745
Amortization of program rights		25,310			24,441			20,566
Corporate		18,586			16,216			13,417
Impairment of broadcast licenses		—			51,665			—
Depreciation and amortization of intangible assets		32,311			31,890			28,266
Total operating costs and expenses		273,840			312,706			235,865
Operating income		101,007			29,707			108,115
Other (income) expense:
Interest expense, net		45,761			59,490			92,644
Share of income in equity investments		(7,428	)		(478	)		(6,328	)
Minority interest in loss of Banks Broadcasting, Inc.		(454	)		—			—
Gain on derivative instruments		(15,227	)		(2,620	)		(5,552	)
Gain on redemption of investment in Southwest Sports Group		—			—			(3,819	)
Fee on termination of Hicks Muse agreements		—			—			16,000
Loss on early extinguishment of debt		4,447			53,621			5,656
Other, net		1,951			1,050			3,098
Total other expense, net		29,050			111,063			101,699
Income (loss) from continuing operations before (benefit from) provision for income taxes and cumulative effect of change in accounting principle		71,957			(81,356	)		6,416
(Benefit from) provision for income taxes		(19,031	)		9,229			25,501
Income (loss) from continuing operations before cumulative effect of change in accounting principle		90,988			(90,585	)		(19,085	)
Discontinued operations:
(Income) loss from discontinued operations, net of tax provision of $206, $824 and $22 for 2004, 2003 and 2002, respectively		(44	)		17			(1,577	)
Loss (gain) from sale of discontinued operations, net of tax (benefit) provision of $(1,094), $109 and $425 for 2004, 2003 and 2002, respectively		1,284			(212	)		(982	)
Cumulative effect of change in accounting principle, net of a tax effect of $0 and $16,525 for 2004 and 2002, respectively		(3,290	)		—			30,689
Net income (loss)	$	93,038		$	(90,390	)	$	(47,215	)

The accompanying notes are an integral part of the consolidated financial statements

F-34

LIN Television Corporation

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)

(In thousands, except for number of shares)

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-In		Accumulated			Comprehensive			Stockholders’			Comprehensive
	Shares		Amount		Capital		Deficit			Loss			Equity			Loss
Balance at January 1, 2002		1,000	$	—	$	561,854	$	(157,200	)	$	—		$	404,654		$	—
Capital contribution from LIN TV Corp. in connection with initial public offering, net of fees		—		—		399,944		—			—			399,944			—
Capital contribution from LIN TV Corp. of Sunrise debt and preferred stock liabilities		—		—		87,666		—			—			87,666			—
Capital contribution from LIN TV Corp. in connection with the termination of agreements by Hicks Muse		—		—		2,714		—			—			2,714			—
Capital contribution from LIN TV Corp. of Sunrise Television Corp.’s assets and liabilities		—		—		10,255		—			—			10,255			—
Net proceeds from exercises of stock options and phantom stock units and employee stock purchase plan issuances		—		—		1,138		—			—			1,138			—
Tax benefit from exercises of stock options		—		—		155		—			—			155			—
Stock-based compensation		—		—		894		—			—			894			—
Net loss		—		—		—		(47,215	)		—			(47,215	)		(47,215	)
Comprehensive loss - 2002																$	(47,215	)
Balance at December 31, 2002		1,000		—		1,064,620		(204,415	)		—			860,205
Minimum additional pension liability		—		—		—		—			(10,459	)		(10,459	)	$	(10,459	)
Net proceeds from exercises of stock options and phantom stock units		—		—		—		—			—			—			—
and employee stock purchase plan issuances		—		—		2,631		—			—			2,631			—
Stock-based compensation		—		—		147		—			—			147			—
Net loss		—		—		—		(90,390	)		—			(90,390	)		(90,390	)
Comprehensive loss - 2003																$	(100,849	)
Balance at December 31, 2003		1,000	$	—	$	1,067,398	$	(294,805	)	$	(10,459	)		762,134
Minimum additional pension liability		—		—		—		—			(4,131	)		(4,131	)	$	(4,131	)
Net proceeds from exercises of stock options and phantom stock units and employee stock purchase plan issuances		—		—		1,818		—			—			1,818			—
Reversal of deferred tax allowance		—		—		2,744		—			—			2,744			—
Stock-based compensation		—		—		360		—			—			360			—
Net income		—		—		—		93,038			—			93,038			93,038
Comprehensive income - 2004																$	88,907
Balance at December 31, 2004		1,000	$	—	$	1,072,320	$	(201,767	)	$	(14,590	)	$	855,963

The accompanying notes are an integral part of the consolidated financial statements

F-35

LIN Television Corporation
Consolidated Statements of Cash Flows

	Year Ended December 31,
	2004			2003			2002
	(in thousands)
OPERATING ACTIVITIES:
Net income (loss)	$	93,038		$	(90,390	)	$	(47,215	)
Adjustment to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of intangible assets		32,311			31,890			28,266
Amortization of financing costs and note discounts		8,022			14,776			47,422
Amortization of program rights		25,310			24,835			20,759
Program payments		(25,050	)		(23,029	)		(22,475	)
Loss on extinguishment of debt		4,447			53,621			5,656
Cumulative effect of change in accounting principle, net of tax impact		(3,290	)		—			30,689
Gain on derivative instruments		(15,227	)		(2,620	)		(5,552	)
Impairment of intangible assets, net of tax benefit		—			51,665			—
Share of income in equity investments		(7,428	)		(478	)		(6,328	)
Deferred income taxes, net		(24,610	)		6,082			22,493
Other, net		(1,082	)		772			9,549
Changes in operating assets and liabilities, net of acquisitions and disposals:
Accounts receivable		1,280			7			(4,210	)
Program rights, net of program obligations		57			3,175			(2,246	)
Other assets		(1,754	)		(3,344	)		5,045
Accounts payable		370			(4,496	)		(1,348	)
Accrued income tax		(134	)		(6,784	)		1,109
Accrued interest expense		(1,728	)		(6,390	)		(5,857	)
Accrued sales volume discount		387			660			1,595
Other accrued expenses		2,873			2,586			(2,322	)
Net cash provided by operating activities		87,792			52,538			75,030
INVESTING ACTIVITIES:
Capital expenditures		(28,810	)		(28,357	)		(39,275	)
Proceeds from sale of broadcast licenses and related operating assets		24,000			10,000			38,500
Investment in equity investments		(650	)		—			(1,850	)
Distributions from equity investments		7,948			7,540			6,405
Acquisition of broadcast licenses		(9,154	)		(1,980	)		(7,916	)
Proceeds from redemption of Southwest Sports Group preferred units		—			—			60,819
Proceeds from liquidation of short-term investments		—			23,691			(23,478	)
Other, net		(896	)		(1,145	)		162
Net cash (used in) provided by investing activities		(7,562	)		9,749			33,367
FINANCING ACTIVITIES:
Net proceeds on exercises of employee stock options and phantom stock units and employee stock purchase plan issuances		1,818			2,631			1,138
Redemption of Sunrise Television preferred stock					—			(10,829	)
Net proceeds from initial public offering of common stock		—			—			399,944
Proceeds from long-term debt		—			500,000			—
Long-term debt financing costs		(147	)		(10,347	)		—
Net (repayments) proceeds from revolver debt		(22,000	)		22,000			(10,000	)
Principal payments on debt		(51,560	)		(684,500	)		(362,026	)
Cash expenses associated with early extinguishment of debt		(3,019	)		(26,456	)		—
Net cash (used in) provided by financing activities		(74,908	)		(196,672	)		18,227
Net increase (decrease) in cash and cash equivalents		5,322			(134,385	)		126,624
Cash and cash equivalents at the beginning of the period		9,475			143,860			17,236
Cash and cash equivalents at the end of the period	$	14,797		$	9,475		$	143,860

The accompanying notes are an integral part of the consolidated financial statements

F-36

Note 1 — Basis of Presentation and Summary of Significant Accounting Policies

LIN Television Corporation (“LIN Television” or the “Company”), is a television station group operator in the United States and Puerto Rico. LIN TV Corp. and its subsidiaries are affiliates of Hicks, Muse, Tate & Furst, Incorporated (“Hicks Muse”). LIN TV Corp. is the parent company of LIN Television Corporation.

On December 17, 2003, LIN Television completed its acquisition of all the capital stock of LIN Holdings Corp. by means of a merger, with LIN Television the surviving entity. These consolidated financial statements reflect the combined financial position, operating results and cash flows of LIN Television and LIN Holdings Corp. as if they had been combined for all periods.

LIN TV Corp. guarantees all debt of LIN Television Corporation except for its $166.4 million, 8% Senior Notes due 2008 (see Note 7). All of the consolidated wholly-owned subsidiaries fully and unconditionally guarantee all the Company’s debt on a joint and several basis.

Certain reclassifications have been made to the prior period financial statements to conform to the current financial statement presentation.

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated. The Company conducts its business through its subsidiaries and has no operations or assets other than its investment in its subsidiaries. Accordingly, no separate or additional financial information about the subsidiaries or the Company on a stand-alone basis is provided. The Company operates in one reportable segment.

The only operating activities of the Company on a stand-alone basis for the years ended December 31, 2004, 2003 and 2002 were equity transactions with all net proceeds immediately contributed to the Company’s subsidiaries.

In accordance with FASB Interpretation No. 46 (“FIN 46R”), “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” the Company’s interest in Banks Broadcasting, Inc. (“Banks Broadcasting”) is consolidated effective March 31, 2004 (see Note 4 for further discussion of Banks Broadcasting).

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. The Company’s actual results could differ from these estimates. Estimates are used when accounting for the collectability of receivables and valuing intangible assets, amortization and impairment of program rights, pension costs, barter transactions and net assets of businesses acquired.

Cash and cash equivalents

Cash equivalents consist of highly liquid, short-term investments that have an original maturity of three months or less when purchased. The Company’s excess cash is invested primarily in short-term U.S. Government securities and money market funds.

Property and equipment

Property and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets, generally 20 to 30 years for buildings and fixtures, and 3 to 15 years for broadcast and other equipment. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is reflected in the determination of net income or loss. Expenditures for maintenance and repairs are expensed as incurred.

Equity investments

The Company’s equity investments are accounted for on the equity method, as the Company does not have a controlling interest. Accordingly, the Company’s share of the net loss or income of its equity investments is included in consolidated net income or loss.

F-37

Revenue recognition

Broadcast revenue is recognized during the financial statement period in which advertising is aired. Barter revenue is accounted for at the fair value of the assets or services received, or the advertising time surrendered, whichever is more clearly evident. Management judgment is required to determine which value is more clearly evident. Barter revenue is recorded at the time the advertising is broadcast, and barter expense is recorded at the time the assets or services are used. The Company recognized barter revenue of $10.1 million, $11.2 million and $12.4 million in the years ended December 31, 2004, 2003 and 2002, respectively. The Company incurred barter expense of $9.9 million, $10.7 million and $12.3 million in the years ended December 31, 2004, 2003 and 2002, respectively.

Advertising expense

Advertising costs are expensed as incurred. The Company incurred advertising costs in the amounts of $5.1 million, $4.6 million and $4.5 million in the years ended December 31, 2004, 2003 and 2002, respectively.

Intangible assets

Intangible assets primarily include broadcast licenses, network affiliations and goodwill.

The Company tests the impairment of its broadcast licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of broadcast licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method, assuming a hypothetical startup scenario that excludes network compensation payments. The future value of the Company’s broadcast licenses could be significantly impaired by the loss of the corresponding network affiliation agreements. Accordingly, such an event could trigger an assessment of the carrying value of the broadcast licenses.

The Company tests the impairment of its goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect historical performance of the station and prevailing values in the markets for broadcasting properties. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by a notional reperformance of the purchase price allocation using the station’s fair value (as determined in Step 1) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.

An impairment assessment of enterprise level goodwill could be triggered by a significant reduction in operating results or cash flows at one or more of the Company’s television stations, or a forecast of such reductions, a significant adverse change in the advertising marketplaces in which the Company’s television stations operate, or by adverse changes to Federal Communications Commission (“FCC”) ownership rules, amongst others.

Network Affiliations

Different broadcast companies may use different assumptions in valuing acquired broadcast licenses and their related network affiliations than those used by the Company. These different assumptions may result in the use of different valuation methods that can result in significant variances in the amount of purchase price allocated to these assets between broadcast companies.

The Company believes that the value of a television station is derived primarily from the attributes of its broadcast license. These attributes have a significant impact on the audience for network programming in a local television market compared to the national viewing patterns of the same network programming. These attributes and their impact on audiences can include:

•   The scarcity of broadcast licenses assigned by the FCC to a particular market determines how many television networks and other program sources are viewed in a particular market.

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•   The length of time the broadcast license has been broadcasting. Television stations that have been broadcasting since the late 1940s, generally channels two to thirteen, are viewed more often than newer television stations.

•   VHF stations, (generally channels two to thirteen) are typically viewed more often than UHF stations (generally channels fourteen to sixty-nine) because these stations have been broadcasting longer than UHF stations and because of the inferior UHF signal in the early years of UHF stations.

•   The quality of the broadcast signal and location of the broadcast station within a market (i.e. the value of being licensed in the smallest city within a tri-city market has less value than being licensed in the largest city within a tri-city market.)

•   The audience acceptance of the broadcast licensee’s local news programming and community involvement. A local television station’s news programming that attracts the largest audience in a market generally will provide a larger audience for its network programming.

•   The quality of the other non-network programming carried by the television station. A local television station’s syndication programming that attracts the largest audience in a market generally will provide larger audience lead-ins to its network programming.

A local television station can be the number one station in a market, regardless of the national ranking of its affiliated network, depending on the factors or attributes listed above. ABC, FOX, NBC, and CBS each have multiple affiliations with local television stations that have the largest prime time audience in the local market in which the station operates.

Other broadcasting companies believe that network affiliations are an important component of the value of a station. These companies believe that VHF stations are popular because they have been affiliating with networks from the inception of network broadcasts, stations with network affiliations have the most successful local news programming and the network affiliation relationship enhances the audience for local syndicated programming. As a result, these broadcasting companies allocate a significant portion of the purchase price for any station that they may acquire to the network affiliation relationship.

In connection with the Company’s purchase of Sunrise Television Corp. in May 2002, the Company acquired broadcast licenses in markets with a number of commercial television stations equal to or less than the number of television networks seeking affiliates. The methodology the Company used in connection with the valuation of the stations acquired in the Sunrise transaction was based on the Company’s evaluation of the broadcast licenses acquired and the characteristics of the markets in which they operated. The Company believed that in these specific markets it would be able to replace a network affiliation agreement with little or no economic loss to the television station. As a result of this assumption, the Company ascribed no incremental value to the incumbent network affiliation in each market beyond the cost of negotiating a new agreement with another network and the value of any terms that were more favorable or unfavorable than those generally prevailing in the market. Other broadcasting companies have valued network affiliations on the basis that it is the affiliation and not the other attributes of the station, including its broadcast license, which contributes to the operating performance of that station. As a result, the Company believes that these broadcasting companies include in their network affiliation valuation amounts related to attributes that the Company believes are more appropriately reflected in the value of the broadcast license or goodwill.

If the Company were to assign higher values to its acquired network affiliation agreements and, therefore, less value to its broadcast licenses, it would have a significant impact on the Company’s operating results. The following chart reflects the hypothetical impact of the hypothetical reassignment of value from broadcast licenses to network affiliations and the resulting increase in amortization expense assuming a 15-year amortization period for the year ended December 31, 2004 (in thousands):

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			Percentage of Total Value
			reassigned to Network
			Affiliation Agreements
	As reported		50%		25%
Balance Sheet (As of December 31, 2004):
Broadcast licenses	$	1,063,265	$	531,633	$	797,449
Other intangible assets, net (including network affiliation agreements)		2,870		428,176		215,523
Statement of Operations (For the year ended December 31, 2004):
Depreciation and amortization of intangible assets		32,311		67,753		50,032
Operating income		101,007		65,565		83,286
Income from continuing operations		90,988		69,652		80,320
Net income		93,038		71,702		82,370

In future acquisitions, the valuation of the broadcast licenses and network affiliations may differ from the Sunrise acquisition values due to different attributes of each station and the market in which it operates.

Long lived-assets

The Company periodically evaluates the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. Impairment in the carrying value of an asset is recognized when the expected future operating cash flow derived from the asset is less than its carrying value.

Program rights

Program rights are recorded as assets when the license period begins and the programs are available for broadcasting, at the gross amount of the related obligations. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered non-current. The program costs are charged to operations over their estimated broadcast periods using the straight-line method.

If the projected future net revenues associated with a program are less than the current carrying value of the program rights due to poor ratings, the Company would be required to write-down the program rights assets to equal the amount of projected future net revenues. If the actual usage of the program rights is on a more accelerated basis than straight-line over the life of the contract, the Company would be required to write-down the program rights to equal the lesser of the amount of projected future net revenues or the average cost per run multiplied by the number of remaining runs.

Program obligations are classified as current or non-current in accordance with the payment terms of the license agreement.

Accounting for stock-based compensation

At December 31, 2004, LIN TV Corp. had four stock-based employee compensation plans, which are described more fully in Note 8. LIN TV Corp. awards options on behalf of LIN Television and LIN Television accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. For the years ended December 31, 2004, 2003 and 2002, the Company incurred $360,000, $147,000 and $894,000, respectively, of stock-based employee compensation cost, which was reflected in earnings. The following table illustrates the effect on net income (loss) if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation (in thousands):

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	For Year Ended December 31,
	2004			2003			2002
Net income (loss), as reported	$	93,038		$	(90,390	)	$	(47,215	)
Add: Stock-based employee compensation expense, included in reported net income (loss), net of related tax effect		216			88			536
Deduct: Total stock-based employee compensation expense determined under the fair value based method for all awards, net of related tax effect		(2,849	)		(3,005	)		(2,235	)
Pro forma net income (loss)	$	90,405		$	(93,307	)	$	(48,914	)

The fair value for these options was estimated at the date of grant using the Black-Scholes option-pricing model. For 2004, 2003 and 2002, the Black-Scholes fair value was calculated under the “multiple option” approach, which computes a separate fair value for each vesting increment of an option. The following assumptions were used for option grants under the Company’s stock option plans during the years ended December 31, 2004, 2003 and 2002 respectively:

	2004	2003	2002
Volatility factors	24%	30%	35%
Risk-free interest rates	2.0 - 4.4%	1.5 - 3.25%	3.4 - 5.1%
Expected life	3 - 10 years	2 -5 years	2 -6 years
Dividend yields	0%	0%	0%

Income taxes

Deferred income taxes are recognized based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the temporary differences are expected to reverse. A valuation allowance is applied against net deferred tax assets if, it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, investments and trade receivables. Concentration of credit risk with respect to cash and cash equivalents and investments are limited as the Company maintains its primary banking relationships with only large nationally recognized institutions. Credit risk with respect to trade receivables is limited, as the trade receivables are primarily from advertising revenues generated from a large diversified group of local and nationally recognized advertisers. The Company does not require collateral or other security against trade receivable balances, however, it does maintain reserves for potential credit losses and such losses have been within management’s expectations for all years presented.

Fair value of financial instruments

Financial instruments, including cash and cash equivalents, and investments, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value (see Note 7 relating to debt). Fair values are based on quoted market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk.

Retirement Plan Actuarial Assumptions

The Company’s retirement benefit obligations and related costs are calculated using actuarial concepts, within the framework of Statement of Financial Accounting Standards No. 87 Employer’s Accounting for Pensions (“SFAS No. 87”). Two critical assumptions, the discount rate and the expected return on plan assets, are important elements of expense and/or liability measurement. The Company evaluates these critical assumptions annually. Other assumptions involve employee demographic factors such as retirement patterns, mortality, turnover and the rate of compensation increase.

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The discount rate enables the Company to state expected future benefit payments as a present value on the measurement date. The guideline for setting this rate is a high-quality long-term corporate bond rate. A lower discount rate increases the present value of benefit obligations and increases pension expense. The Company decreased its discount rate to 5.75% in 2004 from 6.25% in 2003 to reflect market interest rate conditions.

To determine the expected long-term rate of return on the plan assets, the Company considered the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on pension plan assets will increase pension expense. The Company’s long-term expected return on plan assets was 8.25% in both 2004 and 2003.

Recently issued accounting pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123R, Share-Based Payment, which is effective for reporting periods beginning after June 15, 2005. SFAS No. 123R requires the Company to recognize the cost of employee services received in exchange for the Company’s equity instruments. Currently, in accordance with APB Opinion 25, the Company records the intrinsic value of stock based compensation as expense. Accordingly, no compensation expense is currently recognized for fixed stock option plans as the exercise price equals the stock price on the date of grant. Under SFAS No. 123R, the Company will be required to measure compensation expense over the vesting period of the options based on the fair value of the stock options at the date the options are granted. SFAS No. 123R allows for the use of the Black-Scholes or a lattice option-pricing model to value such options. As allowed by SFAS No. 123R, the Company can elect either Modified Prospective Application, which applies the Statement to new awards and modified awards after the effective date, and to any unvested awards as service is rendered on or after the effective date, or Modified Retrospective Application which can apply the effect of the statement to either all prior years for which SFAS No. 123 was effective or only to prior interim periods in the year of adoption. The Company is currently evaluating which valuation model and method of application will be used.

In December 2004, the FASB issued FASB Statement 153, “Exchange of Nonmonetary Assets — an amendment of APB Opinion No. 29”(“FAS 153”). FAS 153 eliminates the exception to account for nonmonetary exchanges of similar productive assets at carrying value and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance; otherwise, the exchange principal of fair value applies. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. FAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The provisions of FAS 153 are not expected to have a material impact on the Company’s consolidated financial statements.

On February 11, 2005, the Emerging Issues Task Force issued EITF Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share (“EITF 04-8”)” which is effective for all reporting periods ending after December 15, 2004. EITF 04-8 requires contingently convertible instruments to be included in diluted earnings per share regardless of whether the market price trigger has been met. As a result, diluted income per share includes the effect of the Company’s contingently convertible debt on an “as-converted basis” for the year ended December 31, 2004.

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Note 2 — Acquisitions

     The following table summarizes the acquisitions of the Company in the last three years (in thousands):

										UHF		UHF
							Sunrise			Television		Television
	WVBT-TV		WOTV-TV		WCTX-TV		Television			Licenses		Licenses		WIRS-TV(1)		WTIN-TV(1)
Acquisition date	January 13, 2002		January 29, 2002		April 30, 2002		May 2, 2002			December 20, 2002		June 13, 2003		January 14, 2004		May 6, 2004
Fair value of assets and liabilities acquired:
Assets held for sale	$	—	$	—	$	—	$	37,850		$	—	$	—	$	—	$	—
Other current assets		—		—		—		20,491			—		—		—		—
Property and equipment		—		1,291		—		36,984			—		—		—		—
Goodwill		—		—		—		12,671			—		—		—		—
Broadcast licenses		3,029		1,581		4,739		166,613			4,293		1,980		4,450		4,923
Other long-term assets		—		—		—		5,613			—		—		—		—
Liabilities held for sale		—		—		—		(1,850	)
Total other liabilities		—		—		—		(36,910	)		—		—		—		—
Long-term debt and accrued interest and premiums		—		—		—		(166,038	)
Preferred stock		—		—		—		(65,169	)		—		—		—		—
Total purchase price, including direct acquisition expenses	$	3,029	$	2,872	$	4,739	$	10,255		$	4,293	$	1,980	$	4,450	$	4,923

⁽¹⁾  These transactions were asset purchases and not business combinations.

Note 3 – Discontinued Operations

KRBC-TV and KACB-TV. On June 13, 2003, the Company sold the broadcast licenses and operating assets of KRBC-TV in Abilene, Texas and KACB-TV in San Angelo, Texas, for $10.0 million in cash.

WEYI-TV. On May 14, 2004, the Company completed the sale of WEYI-TV, the NBC affiliate serving Flint, Michigan, for $24.0 million.

The carrying amounts of the assets and liabilities of WEYI-TV as of December 31, 2003, are as follows (in thousands):

Accounts receivable	$	1,391
Program rights		415
Other current assets		8
Property and equipment, net		5,875
Intangible assets, net		18,760
Network affiliations, net		76
Total Assets	$	26,525
Accounts payable	$	192
Program payable		414
Other accruals		571
Total Liabilities	$	1,177

During the year ended December 31, 2004, the Company recorded a loss on the sale of WEYI-TV of $1.3 million, net of a tax benefit of $1.1 million, compared to a gain on the sale of KRBC-TV and KACB-TV of $212,000, net of tax, recorded during the year ended December 31, 2003.

KVLY-TV and KFYR-TV. On May 2, 2002, in conjunction with the acquisition of Sunrise, the Company sold the broadcast licenses of KVLY-TV in Fargo, North Dakota and KFYR-TV in Bismarck, North Dakota and its three satellite stations KMOT-TV in Minot, North Dakota, KUMV-TV in Williston, North Dakota and KQCD-TV in Dickinson, North Dakota for $1.0 million, with the Company retaining the other operating assets and the cash flows provided by the North Dakota television stations. On August 23, 2002, the Company sold these remaining assets for $35.0 million.

The operating results of the each of the disposed stations discussed above have been excluded from continuing operations and included in discontinued operations under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” for all periods presented.

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Note 4 – Investments

The Company has investments in a number of ventures with third parties through which it has an interest in television stations in locations throughout the United States. The following presents the Company’s basis in these ventures (in thousands):

	2004		2003
Banks Broadcasting, Inc.	$	—	$	11,297
NBC joint venture		55,604		55,758
WAND (TV) Partnership		10,209		10,250
	$	65,813	$	77,305

Banks Broadcasting, Inc: The Company owns preferred stock that represents a 50% non-voting interest in Banks Broadcasting, which owns and operates KWCV-TV, a WB affiliate in Wichita, Kansas and KNIN-TV, a UPN affiliate in Boise, Idaho. The Company is able to exercise significant, but not controlling, influence over the activities of Banks Broadcasting through representation on the Board of Directors. The Company has also entered into a management services agreement with Banks Broadcasting to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of Banks Broadcasting and is periodically reimbursed.

In accordance with FASB Interpretation No. 46 (“FIN 46R”), “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51”, Banks Broadcasting is considered to be a variable interest entity. For purposes of determining the primary beneficiary of Banks Broadcasting, the Company considered Hicks Muse & Co. Partners, L.P. (“Hicks Muse Partners”) 47% ownership in the Company and Hicks Muse’s substantial economic interest in 21st Century Group, LLC, which owns 18% of Banks Broadcasting; and determined for purposes of FIN 46R that the Company and 21st Century Group, LLC are related parties. Considering the Company’s 50% ownership interest in Banks Broadcasting and the Company’s management agreement with Banks Broadcasting, the Company identified itself as the primary beneficiary of Banks Broadcasting under FIN 46R. As the primary beneficiary of Banks Broadcasting, the Company consolidated Banks Broadcasting’s assets, liabilities and noncontrolling interests into the Company’s financial statements effective March 31, 2004. Since the Company and Banks Broadcasting are not under common control, as defined by Emerging Issues Task Force (“EITF”) Issue 02-5, “Definition of Common Control in Relation to FASB Statement No. 141”, Banks Broadcasting’s assets, liabilities and noncontrolling interests were measured at fair value as of March 31, 2004. The difference between the value of the newly consolidated assets over the reported amount of any previously held interests and the value of newly consolidated liabilities and non-controlling interests was recognized as a cumulative effect of an accounting change in the period ended March 31, 2004. The resulting consolidated balance sheet of the Company does not reflect any voting equity minority interest since Banks Broadcasting has incurred cumulative losses and as such the minority interest would be in a deficit position at December 31, 2004.

The following presents the summarized balance sheet of Banks Broadcasting at March 31, 2004, the date of initial consolidation (in thousands):

Assets
Cash	$	97
Accounts receivable		899
Program rights, short-term		757
Other current assets		46
Property and equipment		5,048
Program rights, long-term		662
Broadcast licenses		29,238
Total assets	$	36,747

Liabilities and Equity
Accounts payable	$	396
Program obligations, short-term		793
Other accrued expenses		404
Program obligations, long-term		525
Deferred income taxes, net		4,805
Preferred stock		34,764
Total liabilities and equity		41,687
Deficit	$	(4,940	)

The deficit of $4.9 million has been allocated to the nonvoting preferred stock, and the Company’s ownership of such preferred stock has been eliminated on consolidation.

21^st Century Group, LLC, an affiliate of Hicks Muse, owns 36% of the preferred stock on the Company’s balance sheet.

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Joint Venture with NBC: The Company owns a 20.38% interest in a joint venture with NBC and accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company received distributions of $7.9 million, $7.5 million and $5.6 million from the joint venture for the years ended December 31, 2004, 2003 and 2002 respectively. The following presents the summarized financial information of the joint venture (in thousands):

	Year Ended December 31,
	2004			2003			2002
Revenue	$	104,285		$	90,142		$	104,146
Other Expense		(66,104	)		(66,121	)		(66,090	)
Net income		38,181			24,021			38,056

	December 31,
	2004		2003
Current assets	$	12,675	$	9,949
Non-current assets		233,957		237,502
Current liabilities		724		724
Non-current liabilities		815,500		815,500

WAND (TV) Partnership: The Company has a 33.33% interest in a partnership, WAND (TV) Partnership, with Block Communications. The Company accounts for its interest using the equity method, as the Company does not have a controlling interest. The Company did not receive any distributions in 2004 and 2003. The Company has also entered into a management services agreement with WAND (TV) Partnership to provide specified management, engineering and related services for a fixed fee. Included in this agreement is a cash management arrangement under which the Company incurs expenditures on behalf of WAND (TV) Partnership and is periodically reimbursed. Amounts due to the Company from WAND (TV) Partnership under this arrangement were approximately $478,000 as of December 31, 2004. Amounts due from the Company to WAND (TV) Partnership under this arrangement were approximately $64,000 as of December 31, 2003. The following presents the summarized financial information of the WAND (TV) Partnership (in thousands):

	Year Ended December 31,
	2004			2003			2002
Net revenues	$	6,605		$	6,360		$	8,087
Operating (loss) income		(52	)		(8,591	)		1,431
Net (loss) income		(123	)		(8,674	)		1,450

	December 31,
	2004		2003
Current assets	$	3,317	$	2,013
Non-current assets		24,283		25,168
Current liabilities		917		405
Non-current liabilities		32		—

Southwest Sports Group Holdings, LLC: On May 2, 2002, Southwest Sports Group Holdings, LLC, an entity in which affiliates of Hicks Muse have a substantial economic interest, redeemed all 500,000 Series A Preferred Units held by the Company for an aggregate redemption price of $60.8 million, resulting in a gain of approximately $3.8 million to the Company.

Other Investments: The Company recorded losses of approximately $0.3 million and $2.8 million for the years ended December 31, 2003 and 2002, respectively, in other expenses, on an investment in the equity of an Internet company. These amounts reflect impairments of the Company’s initial investment as a result of a reduction in the value of the Internet company, which in the opinion of management are other than temporary.

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Note 5 — Property and Equipment

Property and equipment consisted of the following at December 31 (in thousands):

	2004			2003
Land and land improvements	$	14,309		$	14,112
Buildings and fixtures		100,869			96,489
Broadcast equipment and other		246,622			240,678
		361,800			351,279
Less accumulated depreciation		(164,235	)		(154,105	)
	$	197,565		$	197,174

The Company recorded depreciation expense in the amounts of $31.3 million, $30.7 million and $27.6 million for the years ended December 31, 2004, 2003 and 2002, respectively .

Note 6 — Intangible Assets

The following table summarizes the carrying amount of each major class of intangible assets at December 31 (in thousands):

	2004			2003
Amortized Intangible Assets:
LMA purchase options	$	3,300		$	2,388
Network affiliations		173			283
Income leases		393			393
Other intangible assets		1,780			2,022
Accumulated amortization		(2,776	)		(1,873	)
		2,870			3,213
Unamortized Intangible Assets:
Broadcast licenses		1,063,265			1,083,948
Goodwill		583,105			586,269
		1,646,370			1,670,217
Goodwill		583,105			586,269
Broadcast licenses and other intangible assets, net		1,066,135			1,087,161
Total intangible assets	$	1,649,240		$	1,673,430

The increase in LMA purchase options is due to the option payment on KNVA-TV made in the fourth quarter of 2004. The decrease in broadcast licenses is due to an adjustment related to the Company’s reversal of its federal deferred tax valuation allowance for $59.3 million offset by the consolidation of Banks Broadcasting under FIN 46R as of March 31, 2004 with licenses valued at $29.2 million and the acquisition of the broadcast license of WIRS-TV on January 14, 2004 for $4.5 million and the broadcast license of WTIN-TV on May 6, 2004 for $4.9 million. The decrease in goodwill is due to an adjustment related to the Company’s reversal of its federal deferred tax valuation allowance for $3.2 million.

The following table summarizes the aggregate amortization expense for all periods presented as well as the estimated amortization expense for the next five years (in thousands):

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							Estimated amortization expense
	Year ended December 31,						For the year ended December 31,
	2002		2003		2004		2005		2006		2007		2008		2009
Amortization expense	$	1,015	$	1,188	$	699	$	1,865	$	1,006	$	—	$	—	$	—

Other intangible assets include intangible pension assets recognized when the Company recorded its minimum pension liability in accordance with SFAS No. 87, “Employers’ Accounting for Pensions”. When the Company makes a new determination of the amount of additional liability, the related intangible asset and separate component of equity will be eliminated or adjusted as necessary.

Based on the guidance included in SFAS No. 142, “Goodwill and Other Intangible Assets”, the Company has ascribed an indefinite useful life to its broadcast licenses. This accounting treatment is based in part upon the Company’s belief that the cash flows from the ownership of its broadcast licenses are expected to continue indefinitely, as the Company intends to renew its licenses indefinitely and has demonstrated its ability to do so. The Company’s broadcast licenses are renewable every 8 years if the Company provides at least an average level of service to its customers and complies with the applicable FCC rules and policies. The cost of renewal is not significant and historically there have been no compelling challenges to the Company’s renewal of licenses and the Company has no reason to expect that challenges will be brought in any future period.

In accordance with the provisions of SFAS No. 142, the Company has discontinued the amortization of goodwill and broadcast licenses. The Company completed a transitional impairment test for goodwill and broadcast licenses as of January 1, 2002 and also an annual impairment test as of December 31, 2002. As a result of these tests, an impairment loss of $47.2 million ($30.7 million, net of tax benefit) was recorded in the first quarter of 2002 to reflect the write-down of certain broadcast licenses to their fair value. An impairment loss of $51.7 million was recorded in the fourth quarter of 2003 to reflect the write-down of certain broadcast licenses to their fair value. No impairments to the carrying values of the Company’s broadcast licenses were required during the year ended December 31, 2004.

Note 7 — Long-term Debt

Debt consisted of the following at December 31 (in thousands):

	2004		2003
Senior Credit Facility	$	158,500	$	193,500
$166,440 and $205,000 at December 31, 2004 and 2003, respectively,
8% Senior Notes due 2008 (net of discount of $2,884 and $4,706 at December 31, 2004 and 2003, respectively)		163,556		200,294
$200,000, 6 1/2% Senior Subordinated Notes due 2013		200,000		200,000
$125,000, 2.50% Exchangeable Senior Subordinated Debentures due 2033 (net of discount of $14,215 and $18,427 at December 31, 2004 and 2003, respectively)		110,785		106,573
Total debt		632,841		700,367
Less current portion		6,573		7,000
Total long-term debt	$	626,268	$	693,367

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Senior Credit Facility

	Revolving facility			Term Loans
Final maturity date		3/31/2005			12/31/2007
Balance at December 31, 2004	$	—		$	158,500
Unused balance at December 31, 2004		191,888			—
Adjusted LIBOR	1.50% to 2.75%			2.00% to 2.25%
Applicable margin		2.00	%	2.00% to 2.25%
Interest rate	3.50% to 4.75%			4.00% to 4.50%

The revolving credit facility may be used for general corporate purposes, acquisitions of certain assets and the redemption of the Company’s publicly traded securities not to exceed $50 million. The senior credit facility permits the Company to prepay loans and to permanently reduce revolving credit commitments, in whole or in part, at any time. The Company is required to make mandatory prepayments of its terms loans in the amount of $1.6 million per quarter and additional prepayments based on certain debt transactions or the disposal of certain assets.

The senior credit facility contains covenants that, among other things, restrict the ability of the Company’s subsidiaries to dispose of assets, incur additional indebtedness, incur guarantee obligations, prepay other indebtedness or amend other debt instruments, pay dividends, create liens on assets, enter into sale and leaseback transactions, make investments, loans or advances, make acquisitions, engage in mergers or consolidations, change the business conducted by it, make capital expenditures, or engage in certain transactions with affiliates and otherwise restrict certain corporate activities. The Company is required, under the terms of the senior credit facility, to comply with specified financial ratios, including a minimum interest coverage ratio, a maximum leverage ratio and a minimum fixed charge coverage ratio.

The senior credit facility also contain provisions that prohibit any modification of the indentures governing the senior subordinated notes and senior notes in any manner adverse to the lenders and that limits the Company’s ability to refinance or otherwise prepay the senior subordinated notes or senior notes without the consent of such lenders.

On March 11, 2005 the Company replaced its senior credit facility. See Note 18 — Subsequent Events for a description of this transaction.

6 ¹/2% Senior Subordinated Notes, 2.50% Exchangeable Senior Subordinated Debentures and 8% Senior Notes

		6 1/2% Senior Subordinated	2.50% Exchangeable Senior
	8% Senior Notes	Notes	Subordinated Debentures
Final maturity date	1/15/2008	5/15/2013	5/15/2033(1)
Annual interest rate	8.0%	6.5%	2.5%
Payable semi-annually in arrears	June 15th	May 15th	May 15th
	January 15th	November 15th	November 15th

⁽¹⁾  The holders of the 2.50% Exchangeable Senior Subordinated Debentures can require the Company to repurchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.

The 6 ¹/2% Senior Subordinated Notes and the 2.50% Exchangeable Senior Subordinated Debentures are unsecured and are subordinated in right of payment to all senior indebtedness, including the Company’s 8% Senior Notes and the senior credit facility and the 8% Senior Notes are unsecured and are subordinated in right of payment to the Company’s senior credit facility.

The indentures governing the 6 ¹/2% Senior Subordinated Notes, 2.50% Exchangeable Senior Subordinated Debentures and the 8% Senior Notes contain covenants limiting, among other things, the incurrence of additional indebtedness and issuance of capital stock; layering of indebtedness; the payment of dividends on, and redemption of, the Company’s capital stock; liens; mergers, consolidations and sales of all or substantially all of the Company’s assets; asset sales; asset swaps; dividend and other payment restrictions affecting restricted subsidiaries; and transactions with affiliates. The indentures also have change of control provisions which may require the Company to purchase all or a portion of the 6 ¹/2% Senior Subordinated Notes at a price equal to 101% of the principal amount of the notes, together with accrued and unpaid interest, and the 2.50% Exchangeable Senior Subordinated Debentures at a price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest.

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The 6 ¹/2% Senior Subordinated Notes and the 8% Senior Notes have certain limitations and financial penalties for early redemption of the notes. The 2.50% Exchangeable Senior Subordinated Debentures have a contingent interest feature that could require the Company to pay contingent interest at the rate of 0.25% per annum commencing with the six-month period beginning May 15, 2008 if the average trading price of the debentures for a five-day measurement period preceding the beginning of the applicable six-month period equals 120% or more of the principal amount. The debentures also have certain exchange rights where the holder may exchange each debenture for a number of LIN TV Corp.’s class A common stock based on certain conditions.

Prior to May 15, 2008, the exchange rate will be determined as follows:

•   If the applicable stock price is less than or equal to the base exchange price, the exchange rate will be the base exchange rate; and

•   If the applicable stock price is greater than the base exchange price, the exchange rate will be determined in accordance with the following formula; provided, however, in no event will the exchange rate exceed 46.2748, subject to the same proportional adjustment as the base exchange rate: The base exchange rate plus the product of (i) a fraction, the numerator of which equals the applicable stock price less the base exchange price and the denominator of which equals the applicable stock price multiplied by (ii) the incremental share factor.

On May 15, 2008, the exchange rate will be fixed at the exchange rate then in effect.

The “base exchange rate” is 26.8240, subject to adjustment, and the “base exchange price” is a dollar amount (initially $37.28) derived by dividing the principal amount per debenture by the base exchange rate. The “incremental share factor” is 23.6051, subject to the same proportional adjustment as the base exchange rate. The “applicable stock price” is equal to the average of the closing sale prices of LIN TV Corp.’s common stock over the five trading-day period starting the third trading day following the exchange date of the debentures.

Repayment of Principal

The following table summarizes future principal repayments on the Company’s debt agreements:

	Senior Credit		Senior Credit Facility		8% Senior		6 1/2 Senior		2.50% Exchangeable Senior
	Facility (Revolver)		(Term Loans)		Notes		Subordinated Debentures		Subordinated Notes			Total
Final maturity date		3/31/2005		12/31/2007		1/15/2008		5/15/2013		5/15/2033	(1)
2005	$	—	$	6,573	$	—	$	—	$	—		$	6,573
2006		—		6,573		—		—		—			6,573
2007		—		145,354		—		—		—			145,354
2008		—		—		166,440		—		—			166,440
2009		—		—		—		—		—			—
2010		—		—		—		—		—			—
Thereafter		—		—		—		200,000		125,000			325,000
Total	$	—	$	158,500	$	166,440	$	200,000	$	125,000		$	649,940

⁽¹⁾  The holders of the 2.50% Exchangeable Senior Subordinated Debentures can require the Company to repurchase all or a portion of the debentures on each of May 15, 2008, 2013, 2018, 2023 and 2028.

The Company paid $73.6 million on the principal amount of debt in 2004 compared with $22.0 million in 2003. The $73.6 million in 2004 included a $22.0 million payment to pay the principal balance on the revolving credit facility, $7.0 million in mandatory payments on the term loans plus an additional $6.0 million on the principal balance on the term loans, and $38.6 million to retire a portion of the 8% Senior Notes. The $22.0 million in 2003 represented a payment on the principal balance of the revolving credit facility and $5.0 million to repurchase a portion of the 8% Senior Notes.

The fair values of LIN Television Corporation’s long-term debt are estimated based on quoted market prices for the same or similar issues, or on the current rates offered to LIN Television Corporation for debt of the

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same remaining maturities. The carrying amounts and fair values of long-term debt were as follows at December 31 (in thousands):

	2004		2003
Carrying amount	$	632,842	$	700,367
Fair value		649,128		740,027

Note 8 — Stockholders’ Equity

Stock Option Plans. Pursuant to the Company’s 1998 Option Plan, 2002 Stock Plan, Sunrise Option Plan and the 2002 Non-Employee Director Plan (collectively, the “Option Plans”) nonqualified options in LIN TV Corp. class A common stock have been granted to certain directors, officers and key employees of the Company.

Options granted under the Option Plans generally have straight-line vesting terms over four or five years and expire ten years from the date of grant. The Option Plans have 4,865,000 shares authorized for grant. At December 31, 2004, there were 426,000 shares available for future grant under the Option Plans.

The following table provides additional information regarding the Option Plans (shares in thousands):

	2004					2003					2002
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding at beginning of period		3,510		$	20.83		2,957		$	20.19		1,817		$	18.96
Granted		1,006			22.63		697			23.56		1,312			21.94
Exercised		(29	)		20.89		(69	)		19.34		(39	)		17.43
Forfeited		(308	)		22.55		(75	)		22.12		(136	)		22.16
Assumed in merger with Sunrise		—			—		—			—		3			51.55
Outstanding at end of period		4,179			21.14		3,510			20.83		2,957			20.19
Options exercisable at period-end		2,196					1,809					1,404
Weighted-average fair value of options granted during the period	$	6.14				$	5.96				$	6.79

In addition to the option grants in 2003, the Company granted unrestricted stock awards of 1,340 shares of class A common stock to certain employees for consideration of $0 per share, resulting in compensation expense of $31,248.

The following table summarizes information about the Option Plans at December 31, 2004 (shares in thousands):

	Options Outstanding						Options Exercisable
			Weighted-
			Average		Weighted-				Weighted-
			Remaining		Average				Average
	Number		Contractual		Exercise		Number		Exercise
Range of Exercise Prices	Outstanding		Life		Price		Exercisable		Price
$10.50 to $14.99		504		3.0	$	11.49		504	$	11.49
$15.00 to $19.99		79		8.9		19.63		10		18.70
$20.00 to $24.99		3,383		7.2		22.30		1,459		21.64
$25.00 to $29.99		213		5.9		26.25		169		26.25

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Phantom Stock Units Plan. Pursuant to the Company’s 1998 Phantom Stock Units Plan , and as partial consideration for the acquisition of LIN Television by the Company in 1998, phantom units exercisable into shares of LIN TV class A common stock with a $0 exercise price, were issued to the Company’s officers and key employees. As a non-compensatory element of the total purchase price of LIN Television, the phantom units are not subject to variable accounting and any cash paid on the exercise of the phantom units is accounted for as a reduction to additional paid-in capital.

The phantom units expire ten years from the date of issuance, are non-forfeitable, and are exercisable at a date selected by the holder within the ten-year term.

The following table provides additional information regarding the 1998 Phantom Stock Units Plan (shares in thousands):

	Year ended December 31,
	2004			2003			2002
Outstanding at beginning of period		525			675			680
Exercised		(197	)		(150	)		(5	)
Outstanding at end of period		328			525			675

Employee Stock Purchase Plan. Under the terms of LIN TV Corp.’s 2002 Employee Stock Purchase Plan, eligible employees of the Company may have up to 10% of eligible compensation deducted from their pay to purchase shares of LIN TV Corp.’s class A common stock. The purchase price of each share is 85% of the average of the high and low per share trading price of LIN TV Corp.’s class A common stock on the New York Stock Exchange (“NYSE”) on the last trading day of each month during the offering period. During 2004, employees purchased 66,878 shares at a weighted average price of $17.69.

Note 9 — Derivative Instruments

The 2.50% Exchangeable Senior Subordinated Debentures have certain embedded derivative features that are required to be separately identified and recorded at fair value with a mark-to-market adjustment required each quarter. The fair value of these derivatives on issuance of the debentures was $21.1 million and this amount was recorded as an original issue discount and is being accreted through interest expense over the period to May 2008. The derivative features are recorded at fair market value in other liabilities. The Company has recorded a gain on derivative instruments in connection with the mark-to-market of these derivative features of $15.2 million and $2.6 million for the years ended December 31, 2004 and 2003, respectively.

In 2002, the Company used interest rate collar, cap and swap arrangements, not designated as hedging instruments under SFAS No. 133, “Accounting for Derivative and Hedging Activities”, as amended, to mitigate the impact of the variability in interest rates in connection with its variable rate senior credit facility and fixed rate senior notes. As of December 31, 2002, the Company held no derivative instruments. Other (income) expense for the year ended December 31, 2002 includes a gain of $5.6 million from the mark-to-market of these derivative instruments.

Note 10 — Related Party Transactions

Monitoring and Oversight Agreement. The Company was party to an agreement with Hicks Muse Partners, pursuant to which the Company agreed to pay Hicks Muse Partners an annual fee (payable quarterly) for oversight and monitoring services. Hicks Muse Partners was also entitled to reimbursement for any expenses incurred by it in connection with rendering services allocable to the Company. The annual fee was approximately $0.4 million for the year ended December 31, 2002. The Company and Hicks Muse Partners agreed to terminate this agreement on May 2, 2002 and to amend the financial advisory agreement in exchange for an aggregate fee of $16.0 million.

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Financial Advisory Agreement. The Company is party to an agreement with Hicks Muse Partners, pursuant to which the Company reimburses Hicks Muse Partners, an affiliate of Hicks Muse, for certain expenses incurred by it in connection with rendering services relating to acquisitions, sales, mergers, exchange offers, recapitalization, restructuring or similar transactions allocable to the Company. The Company incurred fees under this arrangement of $17,000, $67,000 and $89,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

Local Marketing Agreement. The Company is party to a local marketing agreement with Super Towers, Inc., of which the President of Super Towers, Inc. is related to a former company executive. The Company has paid Super Towers, Inc. approximately $116,000, $110,000 and $100,000 for the years ended December 31, 2004, 2003 and 2002, respectively, in connection with its local marketing agreement for WNAC-TV. The Company has also paid Super Towers, Inc. $29,000, $66,000 and $55,000 for the years ended December 31, 2004, 2003 and 2002 respectively, for various reimbursable expenses.

Note 11 — Retirement Plans

401(k) Plan. The Company provides a defined contribution plan (“401(k) Plan”) to substantially all employees. The Company makes contributions to employee groups that are not covered by another retirement plan sponsored by the Company. Contributions made by the Company vest based on the employee’s years of service. Vesting begins after six months of service in 20% annual increments until the employee is 100% vested after five years. The Company matches 50% of the employee’s contribution up to 6% of the employee’s total annual compensation. The Company contributed $2.3 million, $2.2 million and $1.6 million to the 401(k) Plan in the years ended December 31, 2004, 2003 and 2002, respectively.

Retirement Plans. The Company has a number of noncontributory defined benefit retirement plans covering certain of its employees in the United States and Puerto Rico. Contributions are based on periodic actuarial valuations and are charged to operations on a systematic basis over the expected average remaining service lives of current employees. The net pension expense is assessed in accordance with the advice of professionally qualified actuaries. The benefits under the defined benefit plans are based on years of service and compensation.

The benefit obligation, accumulated benefit obligation, and fair value of plan assets for retirement plans with accumulated benefit obligations in excess of plan assets, were $96.7 million, $90.7 million and $70.1 million at December 31, 2004, $90.1 million, $83.2 million and $64.2 million at December 31, 2003, $76.7 million, $72.4 million and $55.4 million at December 31, 2002, respectively.

The components of the net pension expense included in the financial statements and information with respect to the change in benefit obligation, change in plan assets, the funded status of the retirement plans and underlying assumptions are as follows (in thousands, except percentages):

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	Year ended December 31,
	2004			2003			2002
Change in benefit obligation
Benefit obligation, beginning of period	$	90,069		$	76,711		$	64,754
Service cost		1,990			1,827			1,592
Interest cost		5,506			5,243			4,874
Plan amendments		—			122			1,596
Actuarial loss		5,035			8,920			7,111
Benefits paid		(5,923	)		(2,754	)		(3,216	)
Benefit obligation, end of period	$	96,677		$	90,069		$	76,711
Change in plan assets
Fair value of plan assets, beginning of period	$	64,209		$	55,375		$	65,514
Actual return on plan assets		7,136			11,552			(6,924	)
Employer contributions		4,668			36			—
Benefits paid		(5,923	)		(2,754	)		(3,215	)
Fair value of plan assets, end of period	$	70,090		$	64,209		$	55,375
Funded status of the plan	$	(26,587	)	$	(25,860	)	$	(21,337	)
Unrecognized actuarial gain		21,035			17,878			15,130
Unrecognized prior service cost		1,347			1,518			1,562
Total amount recognized and accrued benefit liability	$	(4,205	)	$	(6,464	)	$	(4,645	)

Amounts recognized in the balance sheets as of December 31, (in thousands):

	2004			2003
Accrued benefit cost	$	(20,353	)	$	(18,945	)
Intangible assets		1,780			2,022
Additional minimum liability		(222	)		—
Accumulated other comprehensive loss		14,590			10,459
Net amount recognized	$	(4,205	)	$	(6,464	)

Components of Net Periodic Benefit Cost for the year ended December 31, (in thousands):

	2004			2003			2002
Service cost	$	1,990		$	1,827		$	1,592
Interest cost		5,506			5,243			4,874
Expected return on plan assets		(5,627	)		(5,631	)		(5,730	)
Amortization of prior service cost		171			166			157
Amortization of net loss (gain)		369			250			(142	)
Net periodic benefit cost	$	2,409		$	1,855		$	751

Assumptions:

Weighted-average assumptions used to determine benefit obligation at December 31:

	2004	2003	2002
Discount rate	5.75 - 6.00%	6.00 - 6.25%	6.75%
Expected long term rate of return on plan assets	8.25%	8.25%	8.25%
Rate of compensation increase	4.00 - 4.50%	4.00 - 5.00%	4.00 - 5.00%

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:

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	2004	2003	2002
Discount rate	6.00 - 6.25%	6.75%	7.25 - 8.00%
Expected long term rate of return on plan assets	8.25%	8.25%	8.25%
Rate of compensation increase	4.00 - 5.00%	4.00 - 5.00%	4.00 - 5.00%

Accumulated other comprehensive loss

The Company recorded $14.6 million and $10.5 million in accumulated other comprehensive loss attributable to its minimum pension liability as of December 31, 2004 and 2003, respectively. There was no accumulated other comprehensive income or loss as of December 31, 2002.

The Company’s pension plan assets are invested in a manner consistent with the fiduciary standards of ERISA. Plan investments are made with the safeguards and diversity to which a prudent investor would adhere and all transactions undertaken are for the sole benefit of plan participants and their beneficiaries.

The Company’s investment objective is to obtain the highest possible return commensurate with the level of assumed risk. Fund performances are compared to benchmarks including the S&P 500 Index, S&P MidCap Index, Russell 2000 Index, MSCI EAFE Index, and Lehman Brothers Aggregate Bond Index. The expected long-term rate of return on plan assets was made considering the Retirement Plan’s asset mix, historical returns on equity securities, and expected yields to maturity for debt securities.

The asset allocation for the Retirement Plan at December 31, 2004 and 2003 and the target allocation for December 31, 2005, by asset category, are as follows:

	Target	Percentage of Plan Assets
	Allocation	at December 31,
Asset Category:	2005	2004	2003
Equity securities	60 - 70%	69%	70%
Debt securities	30 - 40%	31%	30%
	100%	100%	100%

Contributions. The Company does not currently have minimum funding requirements, as set forth in ERISA and federal tax laws. The Company contributed $4.7 million to the Retirement Plan in 2004, but did not contribute in 2003. The Company anticipates contributing $3.0 million to the Retirement Plan in 2005.

Note 12 — Commitments and Contingencies

Commitments. The Company leases land, buildings, vehicles and equipment under non-cancelable operating lease agreements that expire at various dates through 2011. Commitments for non-cancelable operating lease payments at December 31, 2004 are as follows (in thousands):

2005	$	1,084
2006		1,009
2007		647
2008		347
2009		349
Thereafter		3,709
	$	7,145

Rent expense included in the consolidated statements of operations was $1.6 million for each year ended December 31, 2004, 2003 and 2002, respectively.

The Company has entered into commitments for future syndicated news, entertainment, and sports programming. Future payments associated with these commitments at December 31, 2004 are as follows (in thousands):

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2005	$	26,267
2006		16,421
2007		11,252
2008		6,825
2009		1,207
2010		909
Thereafter		518
Total obligations		63,399
Less recorded contracts		35,286
Future contracts	$	28,113

The Company has commitments aggregating to $0.4 million to pay future minimum periodic fees related to local marketing agreements for KNVA-TV and WNAC-TV

The Company has purchase option agreements to acquire WNAC-TV and KNVA-TV. The Company has a commitment to pay $1.8 million under these option agreements and an additional $1.0 million if the Company exercises these options.

Contingencies

GECC Note

GECC provided debt financing in connection with the formation of the joint venture with NBC in the form of an $815.5 million 25-year non-amortizing senior secured note bearing an initial interest rate of 8.0% per annum until March 2, 2013 and 9.0% per annum thereafter. During the last five years, the joint venture has produced cash flows to support the interest payments and to maintain minimum levels of required working capital reserves. In addition, the joint venture has made cash distributions to the Company and to NBC from the excess cash generated by the joint venture of approximately $34.5 million on average each year during the past three years. Accordingly, the Company expects that the interest payments on the GECC note will be serviced solely by the cash flow of the joint venture. The GECC note is not an obligation of the Company, but is recourse to the joint venture, the Company’s equity interests therein and to LIN TV Corp., pursuant to a guarantee. If the joint venture were unable to pay principal or interest on the GECC note and GECC could not otherwise get its money back from the joint venture, GECC could require LIN TV Corp. to pay the shortfall of any outstanding amounts under the GECC note. If this happened, the Company could experience material adverse consequences, including:

•   GECC could force LIN TV Corp. to sell the stock of LIN Television held by LIN TV Corp. to satisfy outstanding amounts under the GECC note;

•   if more than 50% of the ownership of LIN Television had to be sold to satisfy the GECC Note, it could cause an acceleration of the Company’s senior credit facility and other outstanding indebtedness; or

•   if the GECC note is prepaid because of an acceleration on default or otherwise, or if the note is repaid at maturity, the Company may incur a substantial tax liability.

The joint venture is approximately 80% owned by NBC, and NBC controls the operations of the stations through a management contract. Therefore, the operation and profitability of those stations and the likelihood of a default under the GECC note are primarily within NBC’s control.

Litigation. The Company currently and from time to time is involved in litigation incidental to the conduct of its business. In the opinion of the Company’s management, none of such litigation as of December 31, 2004 is likely to have a material adverse effect on the financial position, results of operations or cash flows of the Company.

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Note 13 —Income Taxes

The Company files a consolidated federal income tax return. (Benefit from) provision for income taxes included in the accompanying consolidated statements of operations consisted of the following for the year ended December 31, (in thousands):

	2004			2003			2002
Current:
Federal	$	441		$	—		$	376
State		560			823			750
Foreign		4,887			3,168			2,240
		5,888			3,991			3,366
Deferred:
Federal		(27,287	)		3,652			12,134
State		952			(295	)		4,974
Foreign		1,416			1,881			5,027
		(24,919	)		5,238			22,135
	$	(19,031	)	$	9,229		$	25,501

The components of the income (loss) before income taxes were as follows (in thousands):

	2004		2003			2002
United States	$	56,534	$	(92,611	)	$	(8,922	)
Foreign		15,423		11,255			15,338
Income (loss) from continuing operations before taxes and cumulative effect of change in accounting principle	$	71,957	$	(81,356	)	$	6,416

The following table reconciles the amount that would be calculated by applying the 35% federal statutory rate to income (loss) before income taxes to the actual (benefit from) provision for income taxes for the year ended December 31, (in thousands):

	2004			2003			2002
Provision (benefit) assuming federal statutory rate	$	25,185		$	(28,475	)	$	2,246
State taxes, net of federal tax benefit		1,026			382			843
Foreign taxes, net of federal tax benefits		3,503			2,727			4,196
Change in valuation allowance		(50,130	)		33,787			17,546
Other		1,385			808			670
	$	(19,031	)	$	9,229		$	25,501

The components of the net deferred tax liability are as follows at December 31 (in thousands):

F-56

	2004			2003
Deferred tax liabilities:
Intangible assets	$	235,403		$	243,539
Property and equipment		18,424			19,653
Equity investments		266,708			266,589
Minority interest		5,249			—
Other		9,012			—
		534,796			529,781
Deferred tax assets:
Net operating loss carryforwards		(86,991	)		(78,447	)
Valuation allowance		5,364			83,418
Other		(7,474	)		(7,164	)
		(89,101	)		(2,193	)
Net deferred tax liabilities	$	445,695		$	527,588

The Company maintains a valuation allowance against its deferred tax asset position when management believes it is more likely than not that their net deferred tax assets will not be realized in the future. The Company maintained a valuation allowance as of December 31, 2004 on its state net operating loss carryforwards of $5.4 million. Included in the Company’s valuation allowance is $2.4 million on deferred tax assets recorded in connection with the acquisition of Sunrise Television.

During 2004, based on all available evidence, the Company determined that it was more likely than not that all of its deferred tax assets would be realized, except as noted above. As a result of this determination, the Company reversed its valuation allowance by $86.1 million. In addition to the $50.1 million recorded as a benefit against current year’s provision for income taxes, $34.7 million of the reduction was recorded against Sunrise Television’s intangible assets and $1.3 million was recorded to additional paid in capital. These entries have no impact on the Company’s cash flow. This reversal was offset by an increased tax provision related to recording increased US source income from continuing operations of $56.5 million for the year ended December 31, 2004 compared to a loss from continuing operations of $92.6 million for the year ended December 31, 2003.

The Company records deferred tax liabilities relating to the difference in the book basis and tax basis of goodwill and intangibles. Prior to January 1, 2002, the reversals of those deferred tax liabilities were utilized to support the recognition of deferred tax assets (primarily consisting of net operating loss carryforwards) recorded by the Company. As a result of the adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of deferred tax assets.

At December 31, 2004, the Company had a federal net operating loss carryforward of approximately $232.4 million that begins to expire in 2019. The Company also has net operating loss carryforwards in Puerto Rico of $0.7 million, which expire between 2005 through 2007. Under the provisions of the Internal Revenue Code, future substantial changes in the Company’s ownership could limit the amount of net operating loss carryforwards that could be used annually to offset future taxable income and income tax liability.

Note 14 — Initial Public Offering

On May 2, 2002, LIN TV Corp. completed its initial public offering (“IPO”), in which it issued 19,550,000 shares of common stock at a price of $22.00 per share. Proceeds to LIN TV Corp. totaled approximately $399.9 million, net of commissions, discounts and other offering cost of approximately $30.2 million. The net proceeds from the IPO were immediately contributed to the Company through a capital contribution.

The Company used a portion of the IPO proceeds together with proceeds from the redemption of Southwest Sports Group preferred units to repay debt and accrued interest of $325.0 million. This included the repayment to the lenders of the Company’s senior credit facility of $192.3 million. In addition, the Company used a portion of the IPO proceeds to repay the debt and accrued interest and premiums of Sunrise which was recorded at fair value of $166.0 million. A portion of the Sunrise debt, in the amount of a $33.3 million note held by affiliates of Hicks Muse, was exchanged for shares of LIN TV Corp.’s class B common stock. The Company repaid the balance of $132.7 million of the remaining Sunrise debt and accrued interest and premiums. In addition, LIN TV Corp.’ exchanged $54.4 million shares of Sunrise preferred stock held by affiliates of Hicks Muse for shares of LIN TV Corp.’s class B common stock and made a cash payment of $10.8 million to redeem the balance of Sunrise’ preferred stock held by another investor. These share issuances by LIN TV Corp. are reflected as capital contributions in the Company’s financial statements. The Company also used the proceeds to pay discounts, commissions and other expenses, including $6.2 million paid on May 2, 2002, and $7.3 million paid on August 23, 2002, to affiliates of Hicks Muse in connection with the termination of the Company’s monitoring and oversight agreement with such affiliates of Hicks Muse, and for general corporate purposes.

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Note 15 — Unaudited Quarterly Data
(in thousands)

	Quarter Ended
	March 31, 2004		June 30, 2004		September 30, 2004		December 31, 2004
Net revenues	$	79,844	$	96,338	$	91,005	$	107,660
Operating income		15,116		28,578		22,879		34,434
Income from continuing operations		1,801		21,329		22,576		26,251
Loss from sale of discontinued operations, net of tax		—		1,284		—		—
Net income		1,363		14,617		14,816		62,242

	Quarter Ended
	March 31, 2003			June 30, 2003			September 30, 2003			December 31, 2003
Net revenues	$	73,627		$	89,204		$	84,278		$	95,304
Operating income (loss)		11,549			24,481			20,771			(27,094	)
(Loss) income from continuing operations		(38,453	)		(8,257	)		11,823			(46,469	)
Loss (gain) from sale of discontinued operations, net of tax		—			652			(864	)		—
Net (loss) income		(40,867	)		(11,245	)		5,888			(44,155	)

F-58

Note 16 — Supplemental Disclosure of Cash Flow Information
(in thousands)

	Year ended December 31,
	2004			2003		2002
Cash paid for interest	$	39,885		$	52,722	$	48,435
Cash paid for income taxes		5,621			5,758		1,029
Cash investing activities:
On January 14, 2004, the Company acquired the broadcast license of WIRS-TV for $4.5 million. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of broadcast license acquired	$	4,450
Cash paid		(4,450	)
Liabilities assumed	$	—
On May 6, 2004, the Company acquired the broadcast license of WTIN-TV for $4.9 million. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of broadcast license acquired	$	4,923
Cash paid		(4,923	)
Liabilities assumed	$	—
On January 29, 2002, the Company acquired the broadcast license, property and equipment of WOTV-TV for $2.9 million, a station the Company had been operating under a local marketing agreement since October 30, 1991. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	2,872
Cash paid							(2,872	)
Liabilities assumed						$	—
On January 31, 2002, the Company acquired the broadcast license of WVBT-TV for $3.0 million, a station the Company had been operating under a local marketing agreement since December 14, 1994. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	3,029
Cash paid							(3,029	)
Liabilities assumed						$	—
On April 30, 2002, the Company acquired the broadcast license of WCTX-TV for $4.7 million, a station the Company had been operating under a local marketing agreement since December 9, 1994. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	4,739
Cash paid							(4,739	)
Liabilities assumed						$	—
On May 2, 2002, LIN TV Corp. acquired Sunrise Television Corp. for $10.3 million. In conjunction with this acquisition, liabilities were assumed as follows:
Fair value of assets acquired						$	267,551
Value of common stock in exchange for Sunrise							(10,255	)
Liabilities assumed						$	(257,296	)

F-59

Note 17 — Valuation and Qualifying Accounts

	Balance at		Charged to					Balance at
	Beginning of Period		Operations			Deductions		End of Period
Year ended December 31, 2004
Allowance for doubtful accounts	$	1,646	$	320		$	516	$	1,450
Year ended December 31, 2003
Allowance for doubtful accounts	$	2,562	$	(198	)	$	718	$	1,646
Year ended December 31, 2002
Allowance for doubtful accounts	$	1,802	$	1,781		$	1,021	$	2,562

Note 18 — Subsequent Events

On January 14, 2005, LIN Television Corporation entered into an agreement to sell $175 million aggregate principal amount of its 6 ^1/2% Senior Subordinated Notes due 2013. The offering closed on January 28, 2005. The notes are guaranteed by LIN TV Corp. and certain of LIN Television Corporation’s subsidiaries, and are additional securities under an indenture pursuant to which LIN Television issued $200 million aggregate principal amount of notes in May 2003. The proceeds from the sale of the 6 ^1/2% Notes were used to repurchase or redeem $166.4 million principal amount of LIN Television 8% Senior Notes due 2008. This repayment will result in a loss on early extinguishment of debt of $9.9 million in the first quarter of 2005.

On February 9, 2005, the Company entered into a definitive agreement to acquire WNDY, the UPN affiliate serving Indianapolis, Indiana and WWHO, the UPN affiliate serving Columbus, Ohio from Viacom, Inc. for $85.0 million in cash which will be funded by a combination of cash on hand and proceeds from the Company’s Senior Credit Facility.

On March 11, 2005, the Company replaced its senior credit facility. Under this new facility, the Company obtained a $170.0 million term loan, the proceeds of which were used to repay the balance on the existing term loan and for general business purposes, and a $160.0 million revolving credit facility which will be used, in combination with cash on hand, to fund the purchase of WNDY-TV and WWHO-TV, during the first half of 2005. The Company is required to make mandatory payments on the new term loan of $4.3 million per quarter beginning March 31, 2006. The term loan and revolving credit facility expire on March 11, 2011 and March 11, 2010, respectively. The new facility contains covenants similar to that of the old facility.

F-60

Independent Auditors’ Report

The Members
Station Venture Holdings, LLC:

We have audited the accompanying balance sheets of Station Venture Holdings, LLC (a limited liability company) as of December 31, 2004 and 2003, and the related statements of operations, members’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over the financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Station Venture Holdings, LLC as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

/s/ KPMG LLP

San Diego, California
March 9, 2005

F-61

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Balance Sheets

December 31, 2004 and 2003

	2004			2003
Assets (note 4)
Current assets — cash and cash equivalents (note 2)	$	12,675,000			9,949,000
Investment in Station Venture Operations, LP (note 3)		233,957,000			237,502,000
Total assets	$	246,632,000			247,451,000
Liabilities and Members’ Deficit
Current liabilities — accrued interest payable	$	724,000			724,000
Long-term debt due to affiliate (note 4)		815,500,000			815,500,000
Total liabilities		816,224,000			816,224,000
Members’ deficit		(569,592,000	)		(568,773,000	)
Commitments and contingencies (note 6)
Total liabilities and members’ deficit	$	246,632,000			247,451,000

See accompanying notes to financial statements.

F-62

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Statements of Operations

Years ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Revenue:
Equity in income from investment	$	104,285,000			90,142,000			104,146,000
Other income (expense):
Interest expense — related party		(66,146,000	)		(66,146,000	)		(66,146,000	)
Interest income		42,000			25,000			56,000
Total other expense		(66,104,000	)		(66,121,000	)		(66,090,000	)
Net income	$	38,181,000			24,021,000			38,056,000

See accompanying notes to financial statements.

F-63

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Statements of Members’ Deficit

Years ended December 31, 2004, 2003, and 2002

	Outlet			NBC						Total
	Broadcasting,			Telemundo			LIN Television			members’
	Inc.			License Co.			of Texas, LP			deficit
Balance at December 31, 2001	$	216,617,000			—			(782,967,000	)		(566,350,000	)
Distributions		(21,896,000	)		—			(5,604,000	)		(27,500,000	)
Net income		30,300,000			—			7,756,000			38,056,000
Balance at December 31, 2002		225,021,000			—			(780,815,000	)		(555,794,000	)
Distributions		(29,459,000	)		—			(7,541,000	)		(37,000,000	)
Net income		19,126,000			—			4,895,000			24,021,000
Balance at December 31, 2003		214,688,000			—			(783,461,000	)		(568,773,000	)
Distributions		(6,370,000	)		—			(1,630,000	)		(8,000,000	)
Net income		6,915,000			—			1,769,000			8,684,000
Balance at May 7, 2004		215,233,000			—			(783,322,000	)		(568,089,000	)
Transfer of 79.62% interest from Outlet Broadcasting Inc. to NBC Telemundo License Co.		(215,233,000	)		215,233,000			—			—
Distributions		—			(24,682,000	)		(6,318,000	)		(31,000,000	)
Net income		—			23,485,000			6,012,000			29,497,000
Balance at December 31, 2004	$	—			214,036,000			(783,628,000	)		(569,592,000	)

See accompanying notes to financial statements.

F-64

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Statements of Cash Flows

Years ended December 31, 2004, 2003, and 2002

	2004			2003			2002
Cash flows from operating activities:
Net income	$	38,181,000			24,021,000			38,056,000
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income from investment		(104,285,000	)		(90,142,000	)		(104,146,000	)
Distributions from investment		107,830,000			88,778,000			116,125,000
Increase (decrease) in accrued interest payable		—			181,000			(363,000	)
Net cash provided by operating activities		41,726,000			22,838,000			49,672,000
Net cash flows from financing activities – distributions		(39,000,000	)		(37,000,000	)		(27,500,000	)
Increase (decrease) in cash and cash equivalents		2,726,000			(14,162,000	)		22,172,000
Cash and cash equivalents at beginning of year		9,949,000			24,111,000			1,939,000
Cash and cash equivalents at end of year	$	12,675,000			9,949,000			24,111,000
Supplemental cash flow information – cash paid for interest	$	66,146,000			65,965,000			66,509,000

See accompanying notes to financial statements.

F-65

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Notes to Financial Statements

December 31, 2004 and 2003

(1)   Description of Business and Summary of Significant Accounting Policies

(a)	Description of Business
	On March 3, 1998, Station Venture Holdings, LLC (a limited liability company) (the Company) was incorporated as a Delaware limited liability company and was initially owned 79.62% by Outlet Broadcasting, Inc. (Outlet), an indirect wholly owned subsidiary of National Broadcasting Company, Inc. (now known as NBC Universal, Inc.) (NBC), which was at that time an indirect wholly owned subsidiary of General Electric Company (GEC), and 20.38% by LIN Television of Texas, LP (LIN-Texas), a wholly owned subsidiary of LIN Television (LIN TV). On May 8, 2004, GEC’s interest in NBC was diluted to 80%, with the remaining 20% held indirectly by Vivendi Universal, S.A., a societe anonyme organized under the laws of France. On May 7, 2004, Outlet’s 79.62% interest in the Company was transferred in a series of related transactions to NBC Telemundo License Co. (NBCTL-Co), a Delaware corporation. NBCTL-Co is a wholly owned subsidiary of NBC Telemundo, Inc. NBC Telemundo, Inc. has two shareholders: (i) NBC Telemundo License Holding Co., Inc., an indirect wholly-owned subsidiary of NBC, and (ii) NBC Telemundo Holding Co., a wholly-owned subsidiary of GEC. Voting control of the Company was shared equally between Outlet and LIN TV through May 7, 2004, and is shared equally between NBCTL-Co and LIN TV since May 7, 2004.
	On March 2, 1998, General Electric Capital Corporation (GECC), a wholly owned subsidiary of GEC, loaned $815,500,000 to LIN-Texas. Upon formation of the Company, Outlet contributed 99% of KNSD-TV (KNSD) assets and operations to the Company and LIN-Texas contributed KXAS-TV (KXAS) and the GECC debt to the Company. The contributions of KNSD and KXAS were treated as an exchange of assets and were recorded at their historical book value. Immediately after, Outlet and the Company formed Station Venture Operations, LP (Station Venture Operations), a limited partnership. The Company contributed KXAS and its 99% interest in KNSD for 99.75% ownership in Station Venture Operations and Outlet contributed the remaining 1% of KNSD for 0.25% ownership in Station Venture Operations. Under the terms of the LLC agreement, the Company shall be solely liable for any loan or related agreement, debt, obligation, or liability and no member shall be obligated personally, solely for being a member. The Company shall exist until the 25th anniversary of the funding date of March 2,1998, unless dissolved earlier.
	Net earnings and losses from operations and distributions are allocated to the members in proportion to each member’s relative ownership interest. Gain or loss upon sale of the Company’s assets is to be allocated in a manner that will cause the members’ capital accounts to be in proportion to the members’ relative ownership percentages prior to distribution of the proceeds from the sale.
	The Company’s operations consist primarily of holding its 99.75% limited partnership interest in Station Venture Operations. The general partner in Station Venture Operations (Outlet through May 7, 2004 and NBCTL-Co. since May 7, 2004) holds the remaining 0.25% interest and all voting control, subject to certain limited approval rights granted to the limited partner pursuant to the limited partnership agreement.

(Continued)

F-66

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Notes to Financial Statements

December 31, 2004 and 2003

(b)	Cash Equivalents
	Cash equivalents consist of time deposits with original maturities of less than three months. For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.
	The Company’s cash balances are exposed to a concentration of credit risk. The Company’s cash balances are placed with high-credit quality and federally insured institutions. Cash balances with any one institution may be in excess of federally insured limits or may be invested in a nonfederally insured money market account. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
(c)	Investment in Station Venture Operations, LP
	The Company’s investment in Station Venture Operations is accounted for by the equity method as the Company does not control Station Venture Operations. Under the equity method of accounting, the Company recognizes its share of the net earnings or losses of Station Venture Operations as earned or incurred, increases the carrying value of its investment by the amount of contributions made, and reduces the carrying value of its investment by the amount of distributions received.
	The Company periodically reviews its investment in Station Venture Operations for instances where fair value is less than the carrying amount and the decline in value is determined to be other than temporary. If the decline in value were judged to be other than temporary, the carrying amount of the investment would be written down to fair value and the resulting loss charged to operations.
(d)	Fair Value of Financial Instruments
	Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of Financial Instruments, requires that fair values be disclosed for the Company’s financial instruments. The carrying amounts of cash and cash equivalents and accrued interest payable are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. The fair value of long-term debt cannot be reasonably determined due to the related party nature of the instrument.
(e)	Income Taxes
	As a limited liability company, the Company is treated as a partnership for federal and state income tax purposes, and accordingly, its income or loss is taxable directly to its members.
(f)	Use of Estimates
	Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates.
(g)	Reclassifications
	Certain 2003 and 2002 amounts have been reclassified to conform to the presentation used in 2004.

(Continued)

F-67

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Notes to Financial Statements

December 31, 2004 and 2003

(2)	Cash Reserve
	In accordance with the amended and restated limited liability company agreement, the Company is to maintain a reserve in the amount of $15 million, to be used by the Company to make interest and principal payments on debt in the event that the Company has insufficient cash on hand to make such payments. The reserve requirement may be reduced at any time by LIN-Texas, guarantor of the debt. LIN-Texas waived the reserve requirement for the years ended December 31, 2003 and 2004.
(3)	Investment in Station Venture Operations, LP
	The Company has a 99.75% limited partnership interest in Station Venture Operations, LP. Initial capital contributions made to Station Venture Operations totaled $254,222,000, of which $252,012,000 was contributed by the Company and $2,210,000 was contributed by Outlet.
	Summarized balance sheets information for Station Venture Operations, LP as of December 31, 2004 and 2003 is as follows:

	2004		2003
Assets
Cash and cash equivalents	$	4,387,000		5,906,000
Accounts receivable, net		35,986,000		35,789,000
Property and equipment, net		26,340,000		25,141,000
Goodwill, net		186,169,000		186,169,000
Other		2,399,000		2,200,000
	$	255,281,000		255,205,000
Liabilities and Partners’ Capital
Program contract liability	$	1,427,000		1,735,000
Accounts payable		1,529,000		3,583,000
Accrued liabilities		2,356,000		915,000
Due to affiliates, net		12,584,000		8,331,000
Other liabilities		1,265,000		966,000
Partners’ capital:
Company’s share		233,957,000		237,502,000
Other owner		2,163,000		2,173,000
	$	255,281,000		255,205,000

(Continued)

F-68

STATION VENTURE HOLDINGS, LLC
(A Limited Liability Company)

Notes to Financial Statements

December 31, 2004 and 2003

Summarized statements of operations information for Station Venture Operations, for each of the years in the three-year period ended December 31, 2004 is as follows:

	2004			2003			2002
Net revenue	$	179,559,000			158,957,000			171,548,000
Other income		676,000			677,000			710,000
Cost and expenses		(75,690,000	)		(69,266,000	)		(67,851,000	)
Net income	$	104,545,000			90,368,000			104,407,000
Company’s share of net income	$	104,285,000			90,142,000			104,146,000

(4)	Long-Term Debt
	Long-term debt at December 31, 2004 and 2003 is as follows:

	2004		2003
Note payable to GECC, interest payable quarterly through March 2, 2023, bearing interest at 8% until March 2, 2013 and thereafter at 9%; maturing on March 2, 2023	$	815,500,000		815,500,000

	The Company may voluntarily prepay all or part of the loan at any time after March 2, 2005. Substantially all of the assets of the Company are pledged to GECC as collateral under the terms of the note payable to GECC. The note contains standard representations, covenants, and events of default. Occurrence of any event of default allows the lender to increase the interest rate, accelerate payment of the loan and/or terminate future fundings, in addition to the exercise of legal remedies, including foreclosing on collateral.
(5)	Related Party Transactions
	For each of the years ended December 31, 2004, 2003, and 2002, and the Company recorded interest expense of $66,146,000 related to the note payable to GECC. At December 31, 2004 and 2003, the Company had recorded accrued interest payable of $724,000 related to the note payable to GECC.
(6)	Commitments and Contingencies
	From time to time, the Company is subject to routine litigation incidental to its business. Management believes, based in part on the advice of legal counsel, that the results of pending legal proceedings will not materially affect the Company’s financial position, results of operations, or liquidity.

F-69

Schedule I – Condensed Financial Information of the Registrant

LIN TV Corp.
Condensed Balance Sheets
(In thousands, except share data)

	December 31,
	2004			2003
Assets
Investment in wholly-owned subsidiaries	$	855,963		$	762,134
Total assets	$	855,963		$	762,134
Stockholders’ equity
Class A common stock, $0.01 par value, 100,000,000 shares authorized, 26,946,183 shares and 26,652,060 shares at December 31, 2004 and 2003, respectively, issued and outstanding		269			266
Class B common stock, $0.01 par value, 50,000,000 shares authorized, 23,508,119 shares at December 31, 2004 and 23,510,137 shares at December 31, 2003, issued and outstanding; convertible into an equal number of Class A or Class C common stock		235			235
Class C common stock, $0.01 par value, 50,000,000 shares authorized, 2 shares at December 31, 2004 and 2003, issued and outstanding; convertible into an equal number of Class A common stock		—			—
Additional paid-in capital		1,071,816			1,066,897
Accumulated deficit		(201,767	)		(294,805	)
Accumulated other comprehensive loss		(14,590	)		(10,459	)
Total stockholders’ equity	$	855,963		$	762,134

LIN TV Corp.
Condensed Statements of Operations
(In thousands, except share data)

	December 31,
	2004		2003			2002
Share of income (loss) in wholly-owned subsidiaries	$	93,038	$	(90,390	)	$	(47,215	)
Net income (loss)	$	93,038	$	(90,390	)	$	(47,215	)
Basic income (loss) per common share		1.85		(1.81	)		(1.13	)
Diluted income (loss) per common share		1.64		(1.81	)		(1.13	)
Weighted-average number of common shares outstanding used in calculating basic income (loss) per common share		50,309		49,993			41,792
Weighted-average number of common shares outstanding used in calculating diluted income (loss) per common share		54,056		49,993			41,792

F-70

LIN TV Corp.
Condensed Statements of Cash Flows
(In thousands)

				December 31,
	2004			2003			2002
Operating activities:
Net income (loss)	$	93,038		$	(90,390	)	$	(47,215	)
Share of income (loss) in wholly-owned subsidiaries		(93,038	)		90,390			47,215
Net cash used in operating activities		—			—			—
Investing activities:
Capital contribution to wholly-owned subsidiaries		—			—			(399,944	)
Net cash used in operating activities		—			—			(399,944	)
Financing activities:
Net proceeds from initial public offering of common stock		—			—			399,944
Net cash used in financing activities		—			—			399,944
Net change in cash and cash equivalents		—			—			—
Cash and cash equivalents at the beginning of the period		—			—			—
Cash and cash equivalents at the end of the period	$	—		$	—		$	—

F-71

EX-10.38

                                                                   EXHIBIT 10.38

                      SUPPLEMENTAL BENEFIT RETIREMENT PLAN

                                       OF

                           LIN TELEVISION CORPORATION

                            AND SUBSIDIARY COMPANIES

              (As Amended and Restated Effective December 21, 2004)

                                     Purpose

      Section 415 of the Internal Revenue Code (the "Code"), as amended by the
Employee Retirement Income Security Act of 1974 (the "Act") and the Tax Equity
and Fiscal Responsibility Act of 1982 ("TEFRA"), imposes certain dollar
limitations on the annual retirement benefit payable to an individual after
December 31, 1982, under qualified pension plans such as the LIN Television
Corporation Retirement Plan (the "Retirement Plan"). Also, effective January 1,
1989, Section 401(a) (17) of the Code, as amended by the Tax Reform Act of 1986
("TRA-86") limits the amount of annual compensation that may be taken into
account under the Retirement Plan for any year to $200,000, as adjusted by the
Secretary of the Treasury to reflect increases in the cost of living. LIN
Television Corporation ("LIN") has amended the Retirement Plan to conform to the
benefit and compensation limitations of the Code, the Act, TEFRA and TRA-86, and
such amendments (the "Limitations Amendments") will reduce the benefits that
certain employees and former employees (and their beneficiaries) of LIN and any
other Employer (as such term is defined in the Retirement Plan) would otherwise
be entitled to



receive under the Retirement Plan. In addition, compensation considered under
the Retirement Plan is further limited in that it does not include amounts
deferred under the LIN Television Corporation Deferred Compensation Plan (the
"Deferred Compensation Plan") either when such amounts are earned or are
received. LIN and any other employees (and their beneficiaries) shall receive
retirement benefits in the same amounts they would have received under the
Retirement Plan if compensation deferred under the Deferred Compensation Plan is
included as part of a participant's compensation in the plan year in which it
would have been received had it not been deferred and were it not for the
Limitation Amendments.

                             Section 1: Definitions

      (a) "Employee" means any person who at any time before the termination of
this Supplemental Benefit Retirement Plan (the "Plan") of LIN Television
Corporation and Subsidiary Companies was an employee of LIN or any other
Employer, which shall have adopted this Plan, and while so employed was a
participant in the Retirement Plan.

      (b) "Beneficiary" means any person or entity other than the Employee who
is entitled to receive benefits under the Retirement Plan based on the
participation in the Retirement Plan by the Employee.

      (c) "Successor" means (i) the person specified, in a written designation
delivered to the administrative committee of the Retirement Plan, or such other
person or entity as LIN shall designate, by an Employee or Beneficiary becoming
entitled to receive payments under Section 2 below, as the person to whom any
unpaid portion of such payments should be made in the event

                                       2


of the death of such Employee or Beneficiary or (ii) in the absence of such
designation or in the event of the prior death of the person so designated, the
estate of such Employee or Beneficiary.

                               Section 2: Benefits

      (a) LIN will pay or cause to be paid to each Employee or his beneficiary,
as the case may be, who is entitled to receive payments under the Retirement
Plan, an amount which is equivalent to the excess (if any) of (i) the amount
such Employee or Beneficiary would have been entitled to receive under the
Retirement Plan for each calendar year, determined as if compensation as defined
in Article I of the Retirement Plan included any amounts deferred under the
Deferred Compensation Plan in the plan year in which such amounts would have
been received if they were not deferred pursuant to the Deferred Compensation
Plan and taking into account all the provisions of the Retirement Plan as are
from time to time in effect and applicable to the Employee or Beneficiary except
the Limitation Amendments, over (ii) the amount such Employee or Beneficiary is
entitled to receive under the Retirement Plan for such year taking into account
the Limitation Amendments. Payments hereunder shall be made at approximately the
same times as payments are made to the Employee or Beneficiary under the
Retirement Plan, except as provided in Section 2(b) below.

      (b) If an Employee or Beneficiary is entitled to a benefit pursuant to
Section 2(a) hereof, LIN shall in its sole discretion determine whether to pay
such Employee or Beneficiary either (i) a single lump sum, actuarially
equivalent to the lump-sum amount payable under section 2(a) hereof, based on
such tables and interest rates as may be adopted from time to time for the
purpose of computing such actuarial equivalencies under the Retirement Plan, or
(ii) a series of

                                       3


payments in one of the forms of payment permitted under Article VII of the
Retirement Plan, or such other form as may be selected by LIN, with the payments
under the selected form having an aggregate value actuarially equivalent to such
lump-sum amount payable under section 2(a) hereof. LIN shall determine the times
at which such payments shall be made, but they shall commence not later than one
year after the commencement of benefits under the Retirement Plan and shall
thereafter be made at least annually and over the same period that such payments
would be made if they were paid under the Retirement Plan. If the Employee or
Beneficiary dies before all such payments have been made, the remainder thereof
shall be paid to his or her Successor. Notwithstanding the foregoing, on request
of the Employee or Beneficiary, or, if no longer living, his or her Successor,
LIN may, in its sole discretion, accelerate the remaining unpaid portion of such
payments into one or more payments having, in the aggregate, an equivalent
actuarial value, based on such tables and interest rates as may be adopted from
time to time for the purpose of computing such actuarial equivalencies under the
Retirement Plan.

                            Section 3: Miscellaneous

      (a) LIN shall be under only a contractual obligation to make the payments
to the Employee, Beneficiary or Successor referred to herein when due, and the
amounts of such payments shall not be held in trust for the Employee,
Beneficiary or Successor.

      (b) Nothing contained herein shall confer any right on an Employee to be
continued in the employ of LIN or any other Employer, or shall affect the right
of the Employee to participate in and receive benefits under and in accordance
with any pension, profit-sharing, incentive compensation or other benefit plan
or program of LIN or any other Employer.

                                       4


      (c) This Plan shall continue in force with respect to any Employee until
the termination of the right of such Employee or his Beneficiary to receive
benefits under the Retirement Plan, or, if later, the completion of any payments
due under Section 2(b) hereof, and shall be binding upon any successor to
substantially all the assets of LIN. LIN may, however, at any time, amend the
Plan to provide that no additional benefits shall accrue with respect to any
Employee under the Plan; provided, however, that no such amendment shall deprive
any Employee, Beneficiary or Successor of any benefit that accrued under the
Plan prior to such amendment. LIN may also, at any time, amend this Plan
retroactively or otherwise if and to the extent that such action is deemed
appropriate in light of government regulations or other legal requirements.

      (d) No right or interest of an Employee, Beneficiary or Successor under
this Plan shall be subject to voluntary or involuntary alienation, assignment or
transfer of any kind.

      (e) The administration of the Plan shall be the responsibility of the
administrative committee of the Retirement Plan, or such other person or entity,
as LIN shall designate. Decisions of such administrator of the Plan shall be
final and binding upon each Employer that shall have adopted this Plan,
Employees of such Employers and the Beneficiaries and Successors of such
Employees or Beneficiaries.

      (f) If any payment to be made under this Plan is to be made on account of
an Employee who was employed by an Employer that shall have adopted this Plan,
other than LIN, the cost of such payment shall be borne in such proportions, as
LIN and such Employer shall agree.

      (g) This Plan shall be construed, regulated and administered for all
purposes according to the laws of the State of New York and the United States.

      (h) This Plan was effective as of January 1, 1983, and the effective date
of this restatement shall be December 21, 2004.

                                       5


                                  AMENDMENT TO

                      SUPPLEMENTAL BENEFIT RETIREMENT PLAN
                          OF LIN TELEVISION CORPORATION
                            AND SUBSIDIARY COMPANIES

      1. The plan listed above (the "Plan"), shall be operated and administered
in accordance with a reasonable interpretation of section 409A of the Internal
Revenue Code of 1986 (the "Code") and section 885 of the American Jobs Creation
Act of 2004 (the "AJCA"), including any regulations or other guidance of general
applicability interpreting Code section 409A or the AJCA, effective with respect
to amounts deferred after December 31, 2004.

      2. To the extent that any provision of the Plan is inconsistent with the
restrictions imposed by Code section 409A or the AJCA (including, but not
limited to, restrictions on the timing of elections, the time or form of
distributions, the acceleration of benefits, or the events that will constitute
a substantial risk of forfeiture), that provision shall be deemed to be amended
to the extent necessary to bring it into compliance with Code section 409A and
the AJCA.

      3. The purpose of this amendment is to protect participants in the Plan
against the substantial unanticipated tax liability that would result from the
Plan's failure to comply with Code section 409A. Accordingly, to the extent that
an amendment to any Plan requires the consent of an individual participant, each
participant shall be deemed to have consented to the amendment unless the
participant provides written notice of his objection within a reasonable period
after being notified of the amendment.

      4. This amendment shall not affect any amounts that are deferred before
January 1, 2005, within the meaning of Code section 409A and the AJCA, and no
change shall be made in the administration of the Plan that would constitute a
"material modification" of the Plan with respect to such amounts. Nothing in
this amendment shall be construed to prevent LIN Television Corporation (the
"Company") from amending any Plan at a later date to apply the restrictions set
forth in Code section 409A to amounts deferred before January 1, 2005, or to
prevent the Company from amending any Plan in a manner that constitutes a
"material modification" of the Plan with respect to such amounts.

      5. This amendment shall remain in effect until the Plan are further
amended in an instrument adopted or ratified by the Board of Directors of the
Company (or by the Administrative Committee of the Company's retirement savings
plan) to reflect the requirements of Code section 409A and the AJCA, as
interpreted in regulations or other guidance issued by the Treasury Department
or Internal Revenue Service.

December 21, 2004

                                       6

EX-10.39

                                                                   EXHIBIT 10.39

                       RANGER EQUITY HOLDINGS CORPORATION

                           LIN TELEVISION CORPORATION

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT

TO: GARY CHAPMAN

      We are pleased to inform you that you have been selected by LIN Television
Corporation ("LIN") to receive nonqualified options of Ranger Equity Holdings
Corporation (collectively, with LIN, the "Company") under the Company's 1998
Stock Option Plan (the "Plan") to purchase 5,428,836 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), at an exercise
price of $0.50 per share. A copy of the Plan is attached to and incorporated
into this Letter Agreement by this reference. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Plan.

      The terms of the options are as set forth in the Plan and in this Letter
Agreement. The most important of the terms set forth in the Plan are summarized
as follows:

      TERM : The term of the options is ten years from date of grant, unless
sooner terminated.

      EXERCISE: Only you can exercise the options during your lifetime. The Plan
also provides for exercise of the options by the personal representative of your
estate, by the beneficiary you have designated on forms prescribed by and filed
with the Company (a "Designated Beneficiary"), or by the beneficiary of your
estate following your death. You may use the Notice of Exercise of Nonqualified
Stock Option in the form attached to this Letter Agreement when you exercise the
options.

      PAYMENT FOR SHARES: The options may be exercised by the delivery of:

      (a)Cash, personal check (unless, at the time of exercise, the Committee
determines otherwise), bank-certified check or cashier's check;

      (b) Unless the Committee, in its sole discretion, determines otherwise,
shares of the Company's capital stock held by you for a period of at least six
months having a fair market value at the time of exercise, as determined in good
faith by the Committee, equal to the exercise price; or

      (c) After such time as the stock is publicly traded, unless the Committee
in its sole discretion determines otherwise, a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise price.

      WITHHOLDING TAXES: As a condition to the exercise of the options, you
shall make such arrangements as the Company may require for the satisfaction of
any federal, state or local withholding tax obligations that may arise in
connection with such exercise. The Company shall have the right to retain
without notice sufficient shares of Capital Stock to satisfy the withholding
obligation. To the extent permitted or required by the



Page 2
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Company, you may satisfy the withholding obligation by electing to have the
Company or a related corporation withhold from the shares to be issued upon
exercise that number of shares having a fair market value equal to the amount
required to be withheld. To the extent necessary to qualify such election for
exemption under Rule 16b-3 promulgated under Section 16(b) of the Exchange Act,
any individual who is subject to Section 16 under the Exchange Act must exercise
the option during the quarterly ten-day window period required under Section
16(b) of the Exchange Act for exercises of stock appreciation rights, and the
election relating to such option exercise must be (a) an irrevocable election
made six months prior to the date the option exercise becomes taxable: (b) an
election made during a window period; or (c) an election made prior to a window
period, provided the election becomes effective as of the next window period.

      TERMINATION:

      a)    Termination for Cause: If the Company terminates your services for
            Cause, all unexercised options as of the date of termination shall
            be immediately forfeited.

      b)    Death: In the event of your death, your estate or beneficiary shall
            have 180 days from the date of death to exercise your vested options
            as of the date of death.

      c)    Disability: In the event of your disability, you shall have 180 days
            from the date of disability to exercise your vested options as of
            the date of disability.

      d)    Voluntary Termination: In the event you voluntary terminate your
            employment with the Company, you have until the date of termination
            to exercise your vested shares. Any vested shares not exercised by
            your termination date will then be cancelled.

      e)    No Extension of the Ten-Year Expiration Date: The 180-day period
            referred to in paragraphs (b) and (c) above shall not extend beyond
            the ten-year expiration date of the options.

      TRANSFER OF OPTIONS: The options are not transferable except by will, to a
Designated Beneficiary, or by the applicable laws of descent and distribution.

      VESTING: Unless accelerated in accordance with the Plan, the options shall
vest and become exercisable according to the following schedule:



DATE ON AND AFTER WHICH      PORTION OF TOTAL OPTION
OPTION IS EXERCISABLE        THAT IS EXERCISABLE
- -----------------------      -----------------------
                          
    March 3, 1999                   25%
    March 3, 2000                   50%
    March 3, 2001                   75%
    March 3, 2002                  100%




Page 3
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

      Notwithstanding the above vesting schedule, you will be immediately 100%
vested in that portion of the gain determined per share using a Fair Market
Value not in excess of $1.00 per share.

      "MAKE WHOLE" ADJUSTMENT: In the event the fair market value per share
declines below $1.00, the Company shall pay to the Employee, upon exercise, an
amount equal to (i) the loss on the total numbers of shares granted less the
loss calculated on the substitute shares only as if the exercise price was zero,
multiplied by (ii) the percentage derived from dividing the number of options
exercised into the total number of options received.

      For example, if Mary receives 25,000 substitute options and 37,500 new
options in 1998 with an exercise price of $0.60, and the fair market value of
the Company's stock is $0.75 at the time of exercise of 40,000 shares, then the
make-whole payment due Mary would be calculated as follows:

                                         
Loss on total               62,500 x 0.25=     15,625
Loss on substitute          25,000 x 0.25=      6.250
                                               ------
   Difference                                   9,375
Percent Exercised (40/60)                       66.67%
                                               ------
Payment Due to Mary                             6,250



      HOLDING PERIOD: If an individual subject to Section 16 of the Exchange Act
sells shares of Common Stock obtained upon the exercise of a stock option within
six months after the date the option was granted, such sale may result in
short-swing profit recovery under Section 16(b) of the Exchange Act.

      CHANGE OF CONTROL: In the event of a Change of Control, the Plan's
Committee may declare that any or all non-vested options to be immediately
exercisable or accelerated to a faster vesting schedule. An Initial Public
Offering or merger where Hicks, Muse, Tate & Furst Incorporated retained control
of the Company will not constitute a Change of Control.

      PURCHASE OPTION: In the event of an optionee's termination of employment
for any reason or a Change of Control, the Company shall have the right to give
notice within one year of the termination or Change of Control of the Company's
election to purchase from the employee any or all shares of Common Stock held by
the employee. The purchase price shall be Fair Market Value per share. The
Company's Purchase Option shall cease to exist upon the consummation of a
Qualifying Public Offering.

      DATE OF ACT: The option's date of grant is March 3,1998.

      ARBITRATION: As a condition of the Company's grant of options to you, you
agree that all disputes between you and the Company shall be resolved by final
and binding arbitration in accordance with the provisions of this section. This
agreement to arbitrate shall remain in effect after termination of this
Agreement with respect to any disputes arising out of events occurring during
the term hereof or arising out of or relating to this



Page 4
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Agreement, or disputes arising out of or relating to your employment or
termination thereof. A party intending to assert a claim must serve, by hand
delivery or a form of mail that requires a signed return receipt, a written
demand for arbitration on the other party. The demand, if against the Company,
must be served on a Vice President or higher-level officer of the Company. The
demand must describe the basis of the claim with reasonable specificity and the
remedy requested. The demand must be received by the person served within the
time limitation set forth below. The arbitration shall be conducted in
accordance with the then-prevailing Employment Dispute Resolution Rules of the
American Arbitration Association. Notwithstanding the foregoing, the following
discovery limitations shall apply to the arbitration proceeding: each party may
take the deposition of one individual only and any expert witness designated by
the other party; both parties shall have the right to subpoena witnesses and
documents, but additional discovery may be had only if the arbitrator so orders
after determining there is a substantial need for the information.
Notwithstanding any longer statutes of limitation provided by law, no claim of
any nature whatsoever may be brought by either party against the other, in
arbitration or otherwise, unless a written demand for arbitration is served on
the other party within thirty (30) days after the claim accrued; i.e., within
thirty (30) days from the date on which the act or event (or failure to act) on
which the claim is based occurred. The arbitrator shall be authorized to award
such relief as is available under the applicable state or federal law on which
the claim is based.

      AT THE PRESENT TIME, THE COMPANY HAS NOT FILED AND HAS NO IMMEDIATE PLANS
TO FILE AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT WILL
BE ISSUED UPON THE EXERCISE OF THE OPTION. UNTIL A REGISTRATION STATEMENT IS
FILED AND BECOMES EFFECTIVE, YOU WILL NOT BE ABLE TO SELL THE COMPANY'S COMMON
STOCK UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.

      Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Letter Agreement and return it to the undersigned.

                                                   Very truly yours,

                                                   LIN TELEVISION CORPORATION

                                                   By: /s/ Peter E. Maloney
                                                       -------------------------
                                                       Peter E. Maloney
                                                       Vice President of Finance

EX-10.40

                                                                   EXHIBIT 10.40

                       RANGER EQUITY HOLDINGS CORPORATION

                           LIN TELEVISION CORPORATION

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT

TO: PAUL KARPOWICZ

      We are pleased to inform you that you have been selected by LIN Television
Corporation ("LIN") to receive nonqualified options of Ranger Equity Holdings
Corporation (collectively, with LIN, the "Company") under the Company's 1998
Stock Option Plan (the "Plan") to purchase 1,594,292 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), at an exercise
price of $0.52688 per share. A copy of the Plan is attached to and incorporated
into this Letter Agreement by this reference. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Plan.

      The terms of the options are as set forth in the Plan and in this Letter
Agreement. The most important of the terms set forth in the Plan are summarized
as follows:

      TERM: The term of the options is ten years from date of grant, unless
sooner terminated.

      EXERCISE: Only you can exercise the options during your lifetime. The Plan
also provides for exercise of the options by the personal representative of your
estate, by the beneficiary you have designated on forms prescribed by and filed
with the Company (a "Designated Beneficiary"), or by the beneficiary of your
estate following your death. You may use the Notice of Exercise of Nonqualified
Stock Option in the form attached to this Letter Agreement when you exercise the
options.

      PAYMENT FOR SHARES: The options may be exercised by the delivery of:

      (a) Cash, personal check (unless, at the time of exercise, the Committee
determines otherwise), bank-certified check or cashier's check;

      (b) Unless the Committee, in its sole discretion, determines otherwise,
shares of the Company's capital stock held by you for a period of at least six
months having a fair market value at the time of exercise, as determined in good
faith by the Committee, equal to the exercise price; or

      (c) After such time as the stock is publicly traded, unless the Committee
in its sole discretion determines otherwise, a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise price.

      WITHHOLDING TAXES: As a condition to the exercise of the options, you
shall make such arrangements as the Company may require for the satisfaction of
any federal, state or local withholding tax obligations that may arise in
connection with such exercise. The Company shall have the right to retain
without notice sufficient shares of Capital Stock to satisfy the withholding
obligation. To the extent permitted or required by the



Page 2
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Company, you may satisfy the withholding obligation by electing to have the
Company or a related corporation withhold from the shares to be issued upon
exercise that number of shares having a fair market value equal to the amount
required to be withheld. To the extent necessary to qualify such election for
exemption under Rule 16b-3 promulgated under Section 16(b) of the Exchange Act,
any individual who is subject to Section 16 under the Exchange Act must exercise
the option during the quarterly ten-day window period required under Section
16(b) of the Exchange Act for exercises of stock appreciation rights, and the
election relating to such option exercise must be (a) an irrevocable election
made six months prior to the date the option exercise becomes taxable: (b) an
election made during a window period; or (c) an election made prior to a window
period, provided the election becomes effective as of the next window period.

      TERMINATION:

      a)    Termination for Cause: If the Company terminates your services for
            Cause, all unexercised options as of the date of termination shall
            be immediately forfeited.

      b)    Death: In the event of your death, your estate or beneficiary shall
            have 180 days from the date of death to exercise your vested options
            as of the date of death.

      c)    Disability: In the event of your disability, you shall have 180 days
            from the date of disability to exercise your vested options as of
            the date of disability.

      d)    Voluntary Termination: In the event you voluntary terminate your
            employment with the Company, you have until the date of termination
            to exercise your vested shares. Any vested shares not exercised by
            your termination date will then be cancelled.

      e)    No Extension of the Ten-Year Expiration Date: The 180-day period
            referred to in paragraphs (b) and (c) above shall not extend beyond
            the ten-year expiration date of the options.

      TRANSFER OF OPTIONS: The options are not transferable except by will, to a
Designated Beneficiary, or by the applicable laws of descent and distribution.

      VESTING: Unless accelerated in accordance with the Plan, the options shall
vest and become exercisable according to the following schedule:



DATE ON AND AFTER WHICH     PORTION OF TOTAL OPTION
 OPTION IS EXERCISABLE        THAT IS EXERCISABLE
- -----------------------     ------------------------
                         
    March 3, 1999                   25%
    March 3, 2000                   50%
    March 3, 2001                   75%
    March 3, 2002                  100%




Page 3
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

      Notwithstanding the above vesting schedule, you will be immediately 100%
vested in that portion of the gain determined per share using a Fair Market
Value not in excess of $1.00 per share.

      "MAKE WHOLE" ADJUSTMENT: In the event the fair market value per share
declines below $1.00, the Company shall pay to the Employee, upon exercise, an
amount equal to (i) the loss on the total numbers of shares granted less the
loss calculated on the substitute shares only as if the exercise price was zero,
multiplied by (ii) the percentage derived from dividing the number of options
exercised into the total number of options received.

      For example, if Mary receives 25,000 substitute options and 37,500 new
options in 1998 with an exercise price of $0.60, and the fair market value of
the Company's stock is $0.75 at the time of exercise of 40,000 shares, then the
make-whole payment due Mary would be calculated as follows:

                                                
Loss on total                62,500 x 0.25 =          15,625
Loss on substitute           25,000 x 0.25 =           6,250
                                                      ------
  Difference                                           9,375
  Percent Exercised (40/60)                            66.67%
                                                      ------
Payment Due to Mary                                    6,250



      HOLDING PERIOD: If an individual subject to Section 16 of the Exchange Act
sells shares of Common Stock obtained upon the exercise of a stock option within
six months after the date the option was granted, such sale may result in
short-swing profit recovery under Section 16(b) of the Exchange Act.

      CHANGE OF CONTROL: In the event of a Change of Control, the Plan's
Committee may declare that any or all non-vested options to be immediately
exercisable or accelerated to a faster vesting schedule. An Initial Public
Offering or merger where Hicks, Muse, Tate & Furst Incorporated retained control
of the Company will not constitute a Change of Control.

      PURCHASE OPTION: In the event of an optionee's termination of employment
for any reason or a Change of Control, the Company shall have the right to give
notice within one year of the termination or Change of Control of the Company's
election to purchase from the employee any or all shares of Common Stock held by
the employee. The purchase price shall be Fair Market Value per share. The
Company's Purchase Option shall cease to exist upon the consummation of a
Qualifying Public Offering.

      DATE OF ACT: The option's date of grant is March 3, 1998.

      ARBITRATION: As a condition of the Company's grant of options to you, you
agree that all disputes between you and the Company shall be resolved by final
and binding arbitration in accordance with the provisions of this section. This
agreement to arbitrate shall remain in effect after termination of this
Agreement with respect to any disputes arising out of events occurring during
the term hereof or arising out of or relating to this



Page 4
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Agreement, or disputes arising out of or relating to your employment or
termination thereof. A party intending to assert a claim must serve, by hand
delivery or a form of mail that requires a signed return receipt, a written
demand for arbitration on the other party. The demand, if against the Company,
must be served on a Vice President or higher-level officer of the Company. The
demand must describe the basis of the claim with reasonable specificity and the
remedy requested. The demand must be received by the person served within the
time limitation set forth below. The arbitration shall be conducted in
accordance with the then-prevailing Employment Dispute Resolution Rules of the
American Arbitration Association. Notwithstanding the foregoing, the following
discovery limitations shall apply to the arbitration proceeding: each party may
take the deposition of one individual only and any expert witness designated by
the other party; both parties shall have the right to subpoena witnesses and
documents, but additional discovery may be had only if the arbitrator so orders
after determining there is a substantial need for the information.
Notwithstanding any longer statutes of limitation provided by law, no claim of
any nature whatsoever may be brought by either party against the other, in
arbitration or otherwise, unless a written demand for arbitration is served on
the other party within thirty (30) days after the claim accrued; i.e., within
thirty (30) days from the date on which the act or event (or failure to act) on
which the claim is based occurred. The arbitrator shall be authorized to award
such relief as is available under the applicable state or federal law on which
the claim is based.

      AT THE PRESENT TIME, THE COMPANY HAS NOT FILED AND HAS NO IMMEDIATE PLANS
TO FILE AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT WILL
BE ISSUED UPON THE EXERCISE OF THE OPTION. UNTIL A REGISTRATION STATEMENT IS
FILED AND BECOMES EFFECTIVE, YOU WILL NOT BE ABLE TO SELL THE COMPANY'S COMMON
STOCK UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.

      Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Letter Agreement and return it to the undersigned.

                                                     Very truly yours,

                                                     LIN TELEVISION CORPORATION

                                                     By: /s/ Gary R. Chapman
                                                         -----------------------
                                                         Gary R. Chapman
                                                         President & CEO

EX-10.41

                                                                   EXHIBIT 10.41

                       RANGER EQUITY HOLDINGS CORPORATION

                           LIN TELEVISION CORPORATION

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT

TO: GREGORY SCHMIDT

      We are pleased to inform you that you have been selected by LIN Television
Corporation ("LIN") to receive nonqualified options of Ranger Equity Holdings
Corporation (collectively, with LIN, the "Company") under the Company's 1998
Stock Option Plan (the "Plan") to purchase 1,185,104 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), at an exercise
price of $0.70880 per share. A copy of the Plan is attached to and incorporated
into this Letter Agreement by this reference. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Plan.

      The terms of the options are as set forth in the Plan and in this Letter
Agreement. The most important of the terms set forth in the Plan are summarized
as follows:

      TERM: The term of the options is ten years from date of grant, unless
sooner terminated.

      EXERCISE: Only you can exercise the options during your lifetime. The Plan
also provides for exercise of the options by the personal representative of your
estate, by the beneficiary you have designated on forms prescribed by and filed
with the Company (a "Designated Beneficiary"), or by the beneficiary of your
estate following your death. You may use the Notice of Exercise of Nonqualified
Stock Option in the form attached to this Letter Agreement when you exercise the
options.

      PAYMENT FOR SHARES: The options may be exercised by the delivery of:

      (a) Cash, personal check (unless, at the time of exercise, the Committee
determines otherwise), bank-certified check or cashier's check;

      (b) Unless the Committee, in its sole discretion, determines otherwise,
shares of the Company's capital stock held by you for a period of at least six
months having a fair market value at the time of exercise, as determined in good
faith by the Committee, equal to the exercise price; or

      (c) After such time as the stock is publicly traded, unless the Committee
in its sole discretion determines otherwise, a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise price.

      WITHHOLDING TAXES: As a condition to the exercise of the options, you
shall make such arrangements as the Company may require for the satisfaction of
any federal, state or local withholding tax obligations that may arise in
connection with such exercise. The Company shall have the right to retain
without notice sufficient shares of Capital Stock to satisfy the withholding
obligation. To the extent permitted or required by the



Page 2
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Company, you may satisfy the withholding obligation by electing to have the
Company or a related corporation withhold from the shares to be issued upon
exercise that number of shares having a fair market value equal to the amount
required to be withheld. To the extent necessary to qualify such election for
exemption under Rule 16b-3 promulgated under Section 16(b) of the Exchange Act,
any individual who is subject to Section 16 under the Exchange Act must exercise
the option during the quarterly ten-day window period required under Section
16(b) of the Exchange Act for exercises of stock appreciation rights, and the
election relating to such option exercise must be (a) an irrevocable election
made six months prior to the date the option exercise becomes taxable: (b) an
election made during a window period; or (c) an election made prior to a window
period, provided the election becomes effective as of the next window period.

      TERMINATION:

      a)    Termination for Cause: If the Company terminates your services for
            Cause, all unexercised options as of the date of termination shall
            be immediately forfeited.

      b)    Death: In the event of your death, your estate or beneficiary shall
            have 180 days from the date of death to exercise your vested options
            as of the date of death.

      c)    Disability: In the event of your disability, you shall have 180 days
            from the date of disability to exercise your vested options as of
            the date of disability.

      d)    Voluntary Termination: In the event you voluntary terminate your
            employment with the Company, you have until the date of termination
            to exercise your vested shares. Any vested shares not exercised by
            your termination date will then be cancelled.

      e)    No Extension of the Ten-Year Expiration Date: The 180-day period
            referred to in paragraphs (b) and (c) above shall not extend beyond
            the ten-year expiration date of the options.

      TRANSFER OF OPTIONS: The options are not transferable except by will, to a
Designated Beneficiary, or by the applicable laws of descent and distribution.

      VESTING: Unless accelerated in accordance with the Plan, the options shall
vest and become exercisable according to the following schedule:



DATE ON AND AFTER WHICH     PORTION OF TOTAL OPTION
OPTION IS EXERCISABLE       THAT IS EXERCISABLE
- -----------------------     -----------------------
                         
    MARCH 3, 1999                  25%
    MARCH 3, 2000                  50%
    MARCH 3, 2001                  75%
    MARCH 3, 2002                 100%




Page 3
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

      Notwithstanding the above vesting schedule, you will be immediately 100%
vested in that portion of the gain determined per share using a Fair Market
Value not in excess of $1.00 per share.

      "MAKE WHOLE" ADJUSTMENT: In the event the fair market value per share
declines below $1.00, the Company shall pay to the Employee, upon exercise, an
amount equal to (i) the loss on the total numbers of shares granted less the
loss calculated on the substitute shares only as if the exercise price was zero,
multiplied by (ii) the percentage derived from dividing the number of options
exercised into the total number of options received.

      For example, if Mary receives 25,000 substitute options and 37,500 new
options in 1998 with an exercise price of $0.60, and the fair market value of
the Company's stock is $0.75 at the time of exercise of 40,000 shares, then the
make-whole payment due Mary would be calculated as follows:
                                        
Loss on total               62,500 x 0.25 =   15,625
Loss on substitute          25,000 x 0.25 =    6,250
                                              ------
  Difference                                   9,375
  Percent Exercised (40/60)                    66.67%
                                              ------
Payment Due to Mary                            6,250



      HOLDING PERIOD: If an individual subject to Section 16 of the Exchange Act
sells shares of Common Stock obtained upon the exercise of a stock option within
six months after the date the option was granted, such sale may result in
short-swing profit recovery under Section 16(b) of the Exchange Act.

      CHANGE OF CONTROL: In the event of a Change of Control, the Plan's
Committee may declare that any or all non-vested options to be immediately
exercisable or accelerated to a faster vesting schedule. An Initial Public
Offering or merger where Hicks, Muse, Tate & Furst Incorporated retained control
of the Company will not constitute a Change of Control.

      PURCHASE OPTION: In the event of an optionee's termination of employment
for any reason or a Change of Control, the Company shall have the right to give
notice within one year of the termination or Change of Control of the Company's
election to purchase from the employee any or all shares of Common Stock held by
the employee. The purchase price shall be Fair Market Value per share. The
Company's Purchase Option shall cease to exist upon the consummation of a
Qualifying Public Offering.

      DATE OF ACT: The option's date of grant is March 3, 1998.

      ARBITRATION: As a condition of the Company's grant of options to you, you
agree that all disputes between you and the Company shall be resolved by final
and binding arbitration in accordance with the provisions of this section. This
agreement to arbitrate shall remain in effect after termination of this
Agreement with respect to any disputes arising out of events occurring during
the term hereof or arising out of or relating to this



Page 4
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Agreement, or disputes arising out of or relating to your employment or
termination thereof. A party intending to assert a claim must serve, by hand
delivery or a form of mail that requires a signed return receipt, a written
demand for arbitration on the other party. The demand, if against the Company,
must be served on a Vice President or higher-level officer of the Company. The
demand must describe the basis of the claim with reasonable specificity and the
remedy requested. The demand must be received by the person served within the
time limitation set forth below. The arbitration shall be conducted in
accordance with the then-prevailing Employment Dispute Resolution Rules of the
American Arbitration Association. Notwithstanding the foregoing, the following
discovery limitations shall apply to the arbitration proceeding: each party may
take the deposition of one individual only and any expert witness designated by
the other party; both parties shall have the right to subpoena witnesses and
documents, but additional discovery may be had only if the arbitrator so orders
after determining there is a substantial need for the information.
Notwithstanding any longer statutes of limitation provided by law, no claim of
any nature whatsoever may be brought by either party against the other, in
arbitration or otherwise, unless a written demand for arbitration is served on
the other party within thirty (30) days after the claim accrued; i.e., within
thirty (30) days from the date on which the act or event (or failure to act) on
which the claim is based occurred. The arbitrator shall be authorized to award
such relief as is available under the applicable state or federal law on which
the claim is based.

      AT THE PRESENT TIME, THE COMPANY HAS NOT FILED AND HAS NO IMMEDIATE PLANS
TO FILE AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT WILL
BE ISSUED UPON THE EXERCISE OF THE OPTION. UNTIL A REGISTRATION STATEMENT IS
FILED AND BECOMES EFFECTIVE, YOU WILL NOT BE ABLE TO SELL THE COMPANY'S COMMON
STOCK UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.

      Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Letter Agreement and return it to the undersigned.

                                                     Very truly yours,

                                                     LIN TELEVISION CORPORATION

                                                     By: /s/ Gary R. Chapman
                                                         -----------------------
                                                         Gary R. Chapman
                                                         President & CEO

EX-10.42

                                                                   Exhibit 10.42

                       RANGER EQUITY HOLDINGS CORPORATION

                           LIN TELEVISION CORPORATION

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT

TO: PETER MALONEY

      We are pleased to inform you that you have been selected by LIN Television
Corporation ("LIN") to receive nonqualified options of Ranger Equity Holdings
Corporation (collectively, with LIN, the "Company") under the Company's 1998
Stock Option Plan (the "Plan") to purchase 863,682 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), at an exercise
price of $0.68312 per share. A copy of the Plan is attached to and incorporated
into this Letter Agreement by this reference. Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Plan.

      The terms of the options are as set forth in the Plan and in this Letter
Agreement. The most important of the terms set forth in the Plan are summarized
as follows:

      TERM: The term of the options is ten years from date of grant, unless
sooner terminated.

      EXERCISE: Only you can exercise the options during your lifetime. The Plan
also provides for exercise of the options by the personal representative of your
estate, by the beneficiary you have designated on forms prescribed by and filed
with the Company (a "Designated Beneficiary"), or by the beneficiary of your
estate following your death. You may use the Notice of Exercise of Nonqualified
Stock Option in the form attached to this Letter Agreement when you exercise the
options.

      PAYMENT FOR SHARES: The options may be exercised by the delivery of:

      (a) Cash, personal check (unless, at the time of exercise, the Committee
determines otherwise), bank-certified check or cashier's check;

      (b) Unless the Committee, in its sole discretion, determines otherwise,
shares of the Company's capital stock held by you for a period of at least six
months having a fair market value at the time of exercise, as determined in good
faith by the Committee, equal to the exercise price; or

      (c) After such time as the stock is publicly traded, unless the Committee
in its sole discretion determines otherwise, a properly executed exercise notice
together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds to pay the exercise price.

      WITHHOLDING TAXES: As a condition to the exercise of the options, you
shall make such arrangements as the Company may require for the satisfaction of
any federal, state or local withholding tax obligations that may arise in
connection with such exercise. The Company shall have the right to retain
without notice sufficient shares of Capital Stock to satisfy the withholding
obligation. To the extent permitted or required by the



Page 2
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Company, you may satisfy the withholding obligation by electing to have the
Company or a related corporation withhold from the shares to be issued upon
exercise that number of shares having a fair market value equal to the amount
required to be withheld. To the extent necessary to qualify such election for
exemption under Rule 16b-3 promulgated under Section 16(b) of the Exchange Act,
any individual who is subject to Section 16 under the Exchange Act must exercise
the option during the quarterly ten-day window period required under Section
16(b) of the Exchange Act for exercises of stock appreciation rights, and the
election relating to such option exercise must be (a) an irrevocable election
made six months prior to the date the option exercise becomes taxable: (b) an
election made during a window period; or (c) an election made prior to a window
period, provided the election becomes effective as of the next window period.

      TERMINATION:

      a)    Termination for Cause: If the Company terminates your services for
            Cause, all unexercised options as of the date of termination shall
            be immediately forfeited.

      b)    Death: In the event of your death, your estate or beneficiary shall
            have 180 days from the date of death to exercise your vested options
            as of the date of death.

      c)    Disability: In the event of your disability, you shall have 180 days
            from the date of disability to exercise your vested options as of
            the date of disability.

      d)    Voluntary Termination: In the event you voluntary terminate your
            employment with the Company, you have until the date of termination
            to exercise your vested shares. Any vested shares not exercised by
            your termination date will then be cancelled.

      e)    No Extension of the Ten-Year Expiration Date: The 180-day period
            referred to in paragraphs (b) and (c) above shall not extend beyond
            the ten-year expiration date of the options.

      TRANSFER OF OPTIONS:  The options are not transferable except by will,
      to a Designated Beneficiary, or by the applicable laws of descent and
      distribution.

      VESTING: Unless accelerated in accordance with the Plan, the options shall
vest and become exercisable according to the following schedule:



DATE ON AND AFTER WHICH     PORTION OF TOTAL OPTION
OPTION IS EXERCISABLE         THAT IS EXERCISABLE
- -----------------------     ------------------------
                         
  March 3, 1999                    25%
  March 3, 2000                    50%
  March 3, 2001                    75%
  March 3, 2002                   100%




Page 3
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

      Notwithstanding the above vesting schedule, you will be immediately 100%
vested in that portion of the gain determined per share using a Fair Market
Value not in excess of $1.00 per share.

      "MAKE WHOLE" ADJUSTMENT: In the event the fair market value per share
declines below $1.00, the Company shall pay to the Employee, upon exercise, an
amount equal to (i) the loss on the total numbers of shares granted less the
loss calculated on the substitute shares only as if the exercise price was zero,
multiplied by (ii) the percentage derived from dividing the number of options
exercised into the total number of options received.

      For example, if Mary receives 25,000 substitute options and 37,500 new
options in 1998 with an exercise price of $0.60, and the fair market value of
the Company's stock is $0.75 at the time of exercise of 40,000 shares, then the
make-whole payment due Mary would be calculated as follows:

                                          
Loss on total                62,500 x 0.25 =    15,625
Loss on substitute           25,000 x 0.25 =     6.250
                                                ------
  Difference                                     9,375
  Percent Exercised (40/60)                      66.67%
                                                ------
Payment Due to Mary                              6,250



      HOLDING PERIOD: If an individual subject to Section 16 of the Exchange Act
sells shares of Common Stock obtained upon the exercise of a stock option within
six months after the date the option was granted, such sale may result in
short-swing profit recovery under Section 16(b) of the Exchange Act.

      CHANGE OF CONTROL: In the event of a Change of Control, the Plan's
Committee may declare that any or all non-vested options to be immediately
exercisable or accelerated to a faster vesting schedule. An Initial Public
Offering or merger where Hicks, Muse, Tate & Furst Incorporated retained control
of the Company will not constitute a Change of Control.

      PURCHASE OPTION: In the event of an optionee's termination of employment
for any reason or a Change of Control, the Company shall have the right to give
notice within one year of the termination or Change of Control of the Company's
election to purchase from the employee any or all shares of Common Stock held by
the employee. The purchase price shall be Fair Market Value per share. The
Company's Purchase Option shall cease to exist upon the consummation of a
Qualifying Public Offering.

      DATE OF ACT: The option's date of grant is March 3, 1998.

      ARBITRATION: As a condition of the Company's grant of options to you, you
agree that all disputes between you and the Company shall be resolved by final
and binding arbitration in accordance with the provisions of this section. This
agreement to arbitrate shall remain in effect after termination of this
Agreement with respect to any disputes arising out of events occurring during
the term hereof or arising out of or relating to this



Page 4
LIN Television Corporation
Nonqualified Stock Option Letter Agreement

Agreement, or disputes arising out of or relating to your employment or
termination thereof. A party intending to assert a claim must serve, by hand
delivery or a form of mail that requires a signed return receipt, a written
demand for arbitration on the other party. The demand, if against the Company,
must be served on a Vice President or higher-level officer of the Company. The
demand must describe the basis of the claim with reasonable specificity and the
remedy requested. The demand must be received by the person served within the
time limitation set forth below. The arbitration shall be conducted in
accordance with the then-prevailing Employment Dispute Resolution Rules of the
American Arbitration Association. Notwithstanding the foregoing, the following
discovery limitations shall apply to the arbitration proceeding: each party may
take the deposition of one individual only and any expert witness designated by
the other party; both parties shall have the right to subpoena witnesses and
documents, but additional discovery may be had only if the arbitrator so orders
after determining there is a substantial need for the information.
Notwithstanding any longer statutes of limitation provided by law, no claim of
any nature whatsoever may be brought by either party against the other, in
arbitration or otherwise, unless a written demand for arbitration is served on
the other party within thirty (30) days after the claim accrued; i.e., within
thirty (30) days from the date on which the act or event (or failure to act) on
which the claim is based occurred. The arbitrator shall be authorized to award
such relief as is available under the applicable state or federal law on which
the claim is based.

      AT THE PRESENT TIME, THE COMPANY HAS NOT FILED AND HAS NO IMMEDIATE PLANS
TO FILE AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES THAT WILL
BE ISSUED UPON THE EXERCISE OF THE OPTION. UNTIL A REGISTRATION STATEMENT IS
FILED AND BECOMES EFFECTIVE, YOU WILL NOT BE ABLE TO SELL THE COMPANY'S COMMON
STOCK UNLESS EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES
LAWS ARE AVAILABLE; SUCH EXEMPTIONS FROM REGISTRATION ARE VERY LIMITED AND MIGHT
BE UNAVAILABLE.

      Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Letter Agreement and return it to the undersigned.

                                                  Very truly yours,

                                                  LIN TELEVISION CORPORATION By:

                                                  By /s/Gary R. Chapman
                                                  ------------------------------
                                                     Gary R. Chapman
                                                     President & CEO

EX-10.43

Exhibit 10.43

Summary of Executive Compensation

Base Salary

     As of March 15, 2005, the 2005 base salaries of each of the executive officers of LIN TV Corp. (the “Company”), were as follows:

Gary R. Chapman, Chairman of the Board, President and Chief Executive Officer	$	800,000
Vincent L. Sadusky, Vice President, Chief Financial Officer and Treasurer	$	386,000
Gregory M. Schmidt, Vice President of New Development, General Counsel and Secretary	$	388,000
Peter E. Maloney, Vice President of Finance	$	227,000

Cash Bonus Compensation

     Mr. Chapman’s target bonus opportunity is established in accordance with his employment agreement incorporated by reference as Exhibit 10.10 to the Annual Report on Form 10-K for the year ended December 31, 2004. The Compensation Committee determines the bonuses to be paid to Messrs. Sadusky, Schmidt, and Maloney based on targets established by the Compensation Committee and a subjective assessment by the Compensation Committee of the extent to which the executive officer contributed to the overall performance of the Company or a particular department of the Company.

As of March 15, 2005, the 2005 target bonuses of each of the executive officers of LIN TV Corp. (the “Company”), were as follows:

Gary R. Chapman, Chairman of the Board, President and Chief Executive Officer	$	800,000
Vincent L. Sadusky, Vice President, Chief Financial Officer and Treasurer	$	147,000
Gregory M. Schmidt, Vice President, New Development, General Counsel and Secretary	$	150,000
Peter E. Maloney, Vice President of Finance	$	110,000

     Other Compensation

     The Compensation Committee may also, from time to time, award each of the executive officers compensation in the form of stock options granted under the Company’s 2002 Stock Plan.

The Company also pays Mr. Chapman’s monthly dues at certain clubs.

EX-10.44

                                                                  EXECUTION COPY

  ==============================================================================

                                CREDIT AGREEMENT

                           DATED AS OF MARCH 11, 2005

                                      AMONG

                           LIN TELEVISION CORPORATION,
                                AS THE BORROWER,

                        TELEVICENTRO OF PUERTO RICO, LLC,
                           AS THE PERMITTED BORROWER,

                            THE LENDERS PARTY HERETO,

                           JPMORGAN CHASE BANK, N.A.,
                            AS ADMINISTRATIVE AGENT,
                              AS AN ISSUING LENDER
                             AND AS SWINGLINE LENDER

                              ---------------------

                           J.P. MORGAN SECURITIES INC.

                                       AND

                         DEUTSCHE BANK SECURITIES INC.,
                 AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                 AS SYNDICATION AGENT AND AS AN ISSUING LENDER,

                                       AND

                             BANK OF AMERICA, N.A.,

                            THE BANK OF NOVA SCOTIA,

                                       AND

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             AS DOCUMENTATION AGENTS

                                       AND

                                 SUNTRUST BANK,

                            AS CO-DOCUMENTATION AGENT

                                                               STB DRAFT 2/16/05

  ==============================================================================



                                TABLE OF CONTENTS



                                                                                    Page
                                                                                    ----
                                                                                 
SECTION 1.   DEFINITIONS........................................................      1
    1.1   Defined Terms.........................................................      1
    1.2   Other Definitional Provisions.........................................     27

SECTION 2.   AMOUNT AND TERMS OF COMMITMENTS....................................     27
    2.1   Term Commitments......................................................     27
    2.2   Procedure for Term Loan Borrowing.....................................     28
    2.3   Repayment of Term Loans...............................................     29
    2.4   Revolving Credit Commitments; Incremental Revolving Loans.............     29
    2.5   Procedure for Revolving Credit Borrowing..............................     33
    2.6   Commitment Fees, etc..................................................     34
    2.7   Termination or Reduction of Commitments...............................     34
    2.8   Optional Prepayments..................................................     34
    2.9   Mandatory Prepayments.................................................     35
    2.10  Conversion and Continuation Options...................................     36
    2.11  Minimum Amounts and Maximum Number of Eurodollar Tranches.............     37
    2.12  Interest Rates and Payment Dates......................................     37
    2.13  Computation of Interest and Fees....................................       37
    2.14  Inability to Determine Interest Rate..................................     38
    2.15  Pro Rata Treatment and Payments.......................................     38
    2.16  Requirements of Law...................................................     41
    2.17  Taxes.................................................................     42
    2.18  Indemnity.............................................................     44
    2.19  Change of Lending Office..............................................     44
    2.20  Replacement of Lenders under Certain Circumstances....................     44
    2.21  Notice of Certain Costs...............................................     45

SECTION 3.   LETTERS OF CREDIT..................................................     45
    3.1   L/C Commitment........................................................     45
    3.2   Procedure for Issuance of Letter of Credit............................     46
    3.3   Commissions, Fees and Other Charges...................................     46
    3.4   L/C Participations....................................................     47
    3.5   Reimbursement Obligation of the Borrower..............................     48
    3.6   Obligations Absolute..................................................     48
    3.7   Letter of Credit Payments.............................................     48
    3.8   Applications..........................................................     49

SECTION 4.   REPRESENTATIONS AND WARRANTIES.....................................     49
    4.1   Financial Condition...................................................     49
    4.2   No Change.............................................................     49
    4.3   Corporate Existence; Compliance with Law..............................     49
    4.4   Corporate Power; Authorization; Enforceable Obligations...............     50
    4.5   No Legal Bar..........................................................     50
    4.6   No Material Litigation................................................     50


                                       i


                                                                                  
    4.7   Ownership of Property; Liens..........................................     50
    4.8   Intellectual Property.................................................     50
    4.9   Taxes.................................................................     51
    4.10  Federal Regulations...................................................     51
    4.11  ERISA.................................................................     51
    4.12  Investment Company Act................................................     51
    4.13  Subsidiaries..........................................................     51
    4.14  Use of Proceeds.......................................................     51
    4.15  Environmental Matters.................................................     52
    4.16  Accuracy of Information, etc..........................................     52
    4.17  Security Documents....................................................     52
    4.18  Senior Indebtedness...................................................     53

SECTION 5.   CONDITIONS PRECEDENT...............................................     53
    5.1   Conditions to Extension of Credit on the Effective Date...............     53
    5.2   Conditions to Each Extension of Credit................................     54

SECTION 6.   AFFIRMATIVE COVENANTS..............................................     54
    6.1   Financial Statements..................................................     54
    6.2   Certificates; Other Information.......................................     55
    6.3   Payment of Obligations................................................     56
    6.4   Conduct of Business and Maintenance of Existence, etc.................     56
    6.5   Maintenance of Property; Insurance....................................     57
    6.6   Inspection of Property; Books and Records; Discussions................     57
    6.7   Notices...............................................................     57
    6.8   Environmental Laws....................................................     57
    6.9   Additional Collateral, etc............................................     57
    6.10  After-Acquired Stations...............................................     59

SECTION 7.   NEGATIVE COVENANTS.................................................     59
    7.1   Financial Condition Covenants.........................................     59
    7.2   Limitation on Indebtedness............................................     60
    7.3   Limitation on Liens...................................................     61
    7.4   Limitation on Fundamental Changes.....................................     63
    7.5   Limitation on Sale of Assets..........................................     64
    7.6   Limitation on Dividends...............................................     65
    7.7   Limitation on Capital Expenditures....................................     66
    7.8   Limitation on Investments, Loans and Advances.........................     66
    7.9   Limitation on Optional Payments.......................................     67
    7.10  Limitation on Transactions with Affiliates............................     68
    7.11  Limitation on Sales and Leasebacks....................................     68
    7.12  Limitations on Change in Holding Company Status.......................     69

SECTION 8.   EVENTS OF DEFAULT..................................................     69

SECTION 9.   THE ADMINISTRATIVE AGENT...........................................     72
    9.1   Appointment...........................................................     72
    9.2   Delegation of Duties..................................................     72
    9.3   Exculpatory Provisions................................................     72



                                       ii


                                                                                  
    9.4   Reliance by Administrative Agent......................................     73
    9.5   Notice of Default.....................................................     73
    9.6   Non-Reliance on the Administrative Agent and Other Lenders............     73
    9.7   Indemnification.......................................................     74
    9.8   Agent in Its Individual Capacity......................................     74
    9.9   Successor Administrative Agent........................................     74
    9.10  Documentation Agents, Co-Documentation Agents and Syndications Agent..     75

SECTION 10.   MISCELLANEOUS.....................................................     75
    10.1  Amendments and Waivers................................................     75
    10.2  Notices...............................................................     76
    10.3  No Waiver; Cumulative Remedies........................................     77
    10.4  Survival of Representations and Warranties............................     77
    10.5  Payment of Expenses and Taxes.........................................     77
    10.6  Successors and Assigns; Participations and Assignments................     78
    10.7  Adjustments; Set-off..................................................     81
    10.8  Counterparts..........................................................     82
    10.9  Severability..........................................................     82
    10.10 Integration...........................................................     82
    10.11 GOVERNING LAW.........................................................     82
    10.12 Submission To Jurisdiction; Waivers...................................     82
    10.13 Acknowledgments.......................................................     83
    10.14 WAIVERS OF JURY TRIAL.................................................     83
    10.15 Confidentiality.......................................................     83
    10.16 FCC Compliance........................................................     84
    10.17 Filing of Mortgages...................................................     84

SECTION 11   CROSS-GUARANTEE....................................................     84
    11.1  Guarantee.............................................................     84
    11.2  No Subrogation........................................................     85
    11.3  Amendments, etc. with respect to the Borrower Obligations.............     85
    11.4  Guarantee Absolute and Unconditional..................................     86
    11.5  Reinstatement.........................................................     86
    11.6  Payments..............................................................     86



SCHEDULES:

1.1A      Loans and Commitments
1.1B      Mortgaged Properties
1.1D      Stations and Licensed Subsidiaries
4.6       Litigation
4.13      Subsidiaries
4.15      Environmental Matters
7.2(e)    Existing Indebtedness
7.3(f)    Existing Liens
7.8(f)    Existing Investments

                                       iii


EXHIBITS:

A         Form of Guarantee and Collateral Agreement
B         Form of Compliance Certificate
C         Form of Closing Certificate
E         Form of Assignment and Acceptance
F         Form of Legal Opinion of Covington & Burling
G-1       Form of Incremental Revolving Loan Activation Notice
G-2       Form of Incremental Term Loan Activation Notice
H         Form of Swingline Loan Participation Certificate
I-1       Form of Revolving Credit Note
I-2       Form of Term Note
I-3       Form of Swingline Note
J         Form of Borrowing Notice
K         Form of Joinder or Increase Agreement
L         Form of Stock Pledge Agreement

                                       iv


            CREDIT AGREEMENT, dated as of March 11, 2005, among LIN TELEVISION
CORPORATION, a Delaware corporation (the "Borrower"), TELEVICENTRO OF PUERTO
RICO, LLC, a Delaware limited liability company (the "Permitted Borrower"), the
several banks and other financial institutions or entities from time to time
parties to this Agreement (the "Lenders"), JPMORGAN CHASE BANK, N.A., as
administrative agent (in such capacity, the "Administrative Agent"), as an
Issuing Lender (as defined below) and as swingline lender (in such capacity, the
"Swingline Lender"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as syndication agent
(in such capacity, the "Syndication Agent") and as an Issuing Lender, BANK OF
AMERICA, THE BANK OF NOVA SCOTIA and WACHOVIA BANK, NATIONAL ASSOCIATION, as
documentation agents (in such capacity, the "Documentation Agents") and SUNTRUST
BANK, as co-documentation agent (in such capacity, the "Co-Documentation
Agent"), and J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC., as
joint lead arrangers and joint bookrunners (in such capacities, the "Joint Lead
Arrangers").

            The parties hereto agree as follows:

                             SECTION 1. DEFINITIONS

            1.1 Defined Terms. As used in this Agreement, the following terms
shall have the following meanings:

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
      to the next 1/100 of 1%) equal to the greater of (a) the Prime Rate in
      effect on such day and (b) the Federal Funds Effective Rate in effect on
      such day plus 1/2 of 1%. For purposes hereof, "Prime Rate" shall mean the
      rate of interest per annum publicly announced from time to time by
      JPMorgan Chase as its prime rate in effect at its principal office in New
      York City (the Prime Rate not being intended to be the lowest rate of
      interest charged by JPMorgan Chase in connection with extensions of credit
      to debtors); and "Federal Funds Effective Rate" shall mean, for any day,
      the weighted average of the rates on overnight federal funds transactions
      with members of the Federal Reserve System arranged by federal funds
      brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      which is a Business Day, the average of the quotations for the day of such
      transactions received by the Administrative Agent from three federal funds
      brokers of recognized standing selected by it. Any change in the ABR due
      to a change in the Prime Rate or the Federal Funds Effective Rate shall be
      effective as of the opening of business on the effective day of such
      change in the Prime Rate or the Federal Funds Effective Rate,
      respectively.

            "ABR Loans": Loans the rate of interest applicable to which is based
      upon the ABR.

            "Adjustment Date": as defined in the Pricing Grid.

            "Adjusted Net Cash Proceeds": with respect to any Asset Sale or
      Recovery Event, the Net Cash Proceeds received by the Borrower or any of
      its Subsidiaries from such Asset Sale or Recovery Event, multiplied by:
      (a) 100%, if the Consolidated Leverage Ratio as of the last day of the
      immediately preceding four-fiscal-quarter period for which financial
      statements are available is greater than or equal to 5.25x, and (b) 50%,
      if the Consolidated Leverage Ratio as of the last day of the immediately
      preceding four-fiscal-quarter period for which financial statements are
      available is less than 5.25x and greater than or equal to 4.50x.



                                                                               2

      If the Consolidated Leverage Ratio as of the last day of the immediately
      preceding four-fiscal-quarter period for which financial statements are
      available is less than 4.50x, the Adjusted Net Cash Proceeds shall be
      zero.

            "Administrative Agent": JPMorgan Chase, together with its
      affiliates, as the arranger of the Commitments and as the administrative
      agent for the Lenders under this Agreement and the other Loan Documents,
      together with any of its successors.

            "Affected Eurodollar Loans": as defined in subsection 2.9(d).

            "Affiliate": as to any Person, any other Person (other than a
      Subsidiary) which, directly or indirectly, is in control of, is controlled
      by, or is under common control with, such Person. For purposes of this
      definition, "control" of a Person means the power, directly or indirectly,
      either to (a) vote 51% or more of the securities having ordinary voting
      power for the election of directors (or persons performing similar
      functions) of such Person or (b) direct or cause the direction of the
      management and policies of such Person, whether by contract or otherwise.

            "Agreement": this Credit Agreement, as further amended, supplemented
      or otherwise modified from time to time.

            "Applicable Margin": (a) for all Loans, other than Incremental Term
      Loans and Incremental Revolving Loans, the Applicable Margin as determined
      pursuant to the Pricing Grid and (b) with respect to Incremental Term
      Loans or Incremental Revolving Loans, the rate per annum agreed to, or the
      rate per annum determined pursuant to a pricing grid agreed to, by the
      Borrower or Permitted Borrower, as applicable, and the applicable
      Incremental Lenders in the applicable Incremental Term Loan Activation
      Notice or the Incremental Revolving Loan Activation Notice, as the case
      may be.

            "Application": an application, in such form reasonably acceptable to
      the Borrower and the Issuing Lender, requesting the Issuing Lender to open
      a Letter of Credit.

            "Approved Fund": as defined in subsection 10.6(b).

            "Asset Sale": any Sale (excluding any sale and leaseback of assets
      permitted under subsection 7.11 but including a Sale in connection with an
      Asset Swap Transaction (other than Asset Swap Transactions described in
      clause (iii) below)) by the Borrower or any of its Subsidiaries of any
      property of the Borrower or any such Subsidiary (including property
      subject to any Lien under any Security Document), other than (i) a Sale
      pursuant to subsections 7.5(a) or 7.5(d) through (h); (ii) a Sale pursuant
      to subsection 7.5(b), provided that, except with respect to the loss or
      condemnation of all or substantially all of the assets of the Borrower and
      its Subsidiaries, the Adjusted Net Cash Proceeds from such Sale, if any,
      are used to replace or rebuild the lost or condemned assets within the
      time period specified in subsection 2.9(a); and (iii) a Sale pursuant to
      subsection 7.5(c), (i) or (j) in respect of which the Net Cash Proceeds
      received by the Borrower and its Subsidiaries are $5,000,000 or less.

            "Asset Swap Transaction": a substantially concurrent purchase and
      sale, or exchange, of a Broadcasting Asset of the Borrower or all the
      Capital Stock of, or other equity interests in, a Subsidiary owning a
      Broadcasting Asset, for a Broadcast Station or Broadcast





                                                                               3

      Enterprise of another Person or group of affiliated Persons, or at least a
      majority of the Capital Stock of, or other equity interests in, a Person
      or group of affiliated Persons owning a Broadcast Station or Broadcast
      Enterprise, provided that (a) the Borrower shall receive, in exchange for
      such Broadcasting Asset, or Capital Stock of, or other equity interests
      in, such Subsidiary owning a Broadcasting Asset, a Broadcast Station or
      Broadcast Enterprise, or Capital Stock of, or other equity interests in, a
      Person or group of affiliated Persons owning a Broadcast Station or
      Broadcast Enterprise, (b) no Default or Event of Default will have
      occurred and be continuing or will result therefrom (including, without
      limitation, pursuant to subsection 7.1), (c) (i) the Consolidated EBITDA
      of the Broadcasting Asset being sold or exchanged plus the Consolidated
      EBITDA of all Broadcasting Assets that were sold pursuant to subsection
      7.5(i) or exchanged pursuant to subsection 7.5(j) in such fiscal quarter
      and in the immediately preceding four-fiscal-quarter period (in each case
      calculated for the four fiscal quarters immediately preceding the sale or
      exchange) shall not exceed 25% of the Consolidated EBITDA of the Borrower
      for such immediately preceding four-fiscal-quarter period and (ii) the
      Consolidated EBITDA of the Broadcasting Asset being sold or exchanged plus
      the Consolidated EBITDA of all Broadcasting Assets that were sold pursuant
      to subsection 7.5(i) or exchanged pursuant to subsection 7.5(j) since the
      Effective Date (in each case calculated for the four fiscal quarters
      immediately preceding the sale or exchange) shall not exceed 50% of the
      Consolidated EBITDA of the Borrower in the aggregate, and (d) the Borrower
      takes such actions as may be required or reasonably requested to ensure
      that the Administrative Agent, for the ratable benefit of the Lenders, has
      a perfected first priority security interest, to the extent contemplated
      by the Guarantee and Collateral Agreement, in any assets required to be
      secured pursuant to subsection 6.9 or any other Loan Document, subject to
      Liens permitted by subsection 7.3, and provided further that in the case
      of any exchange involving the acquisition of a Broadcasting Asset with a
      value in excess of $75,000,000 (i) the Borrower provides the
      Administrative Agent with appropriate supporting documentation if
      reasonably requested by the Administrative Agent, including, without
      limitation, copies of any exchange agreement in connection with such
      transaction, copies of opinions of counsel, including FCC counsel,
      delivered in connection therewith and copies of an FCC consent on Form 732
      (or any comparable form issued by the FCC) relating to the transfer of
      control or assignment of the Station Licenses of the acquired Broadcast
      Station to the Borrower or its Subsidiary and (ii) on a pro forma basis
      (including any recurring improvements related to the acquired asset or the
      assets of the Person acquired) for the most recently completed four-fiscal
      quarter period for which financial statements are available on the date of
      such acquisition, no Default or Event of Default pursuant to subsection
      7.1 will have occurred and be continuing, provided that for purposes of
      calculating Consolidated EBITDA pursuant to this clause (ii), the
      Consolidated EBITDA of such Broadcast Stations or Broadcast Enterprises
      being acquired for such four-fiscal quarter period shall be equal to the
      Consolidated EBITDA of such Broadcast Stations or Broadcast Enterprises
      for the 12-month period immediately preceding such acquisition, and the
      Borrower provides the Administrative Agent with appropriate supporting
      documentation if reasonably requested by the Administrative Agent.

            "Assignee": as defined in subsection 10.6(b).

            "Available Revolving Credit Commitment": as to any Lender at any
      time, an amount equal to (a) such Lender's Revolving Credit Commitment
      minus (b) such Lender's Revolving Extensions of Credit.



                                                                               4

            "Benefited Lender": as defined in subsection 10.7(a).

            "Board": the Board of Governors of the Federal Reserve System of the
      United States (or any successor).

            "Borrower": as defined in the introductory paragraph of this
      Agreement.

            "Borrower Tranche A Term Loan Commitment": as to any Lender, the
      obligation of such Lender, if any, to make a Tranche A Term Loan to the
      Borrower hereunder in a principal amount equal to the amount set forth
      under the heading "Borrower Tranche A Term Loan Commitment" opposite such
      Lender's name on Schedule 1.1A attached hereto. The aggregate amount of
      the Borrower Tranche A Term Loan Commitments on the Effective Date is
      $50,000,000.

            "Borrowing Date": any Business Day specified by the Borrower as a
      date on which the Borrower requests the Lenders or Swingline Lender to
      make Loans or Swingline Loans hereunder.

            "Broadcast Cash Flow": for any period, the sum of Consolidated
      EBITDA plus amounts expensed during such period for corporate expenses
      (including corporate expenses of LIN TV).

            "Broadcast Enterprise": assets used and useful for the operation of
      broadcasting or entertainment businesses, or any businesses reasonably
      related thereto.

            "Broadcast Station": all or substantially all the assets used and
      useful for operating a full service commercial television broadcast
      station pursuant to a Station License, including without limitation the
      rights to use such Station License.

            "Broadcasting Assets": collectively, any Stations and any
      Non-Station Assets of the Borrower and its Subsidiaries.

            "Business Day": a day other than a Saturday, Sunday or other day on
      which commercial banks in New York City are authorized or required by law
      to close, provided that when used in connection with a Eurodollar Loan,
      the term "Business Day" shall also exclude any day on which commercial
      banks are not open for dealing in Dollar deposits in the London interbank
      market.

            "Capital Expenditures": for any period, with respect to any Person,
      the aggregate of all expenditures (whether paid in cash or accrued as a
      liability) by such Person and its Subsidiaries for the acquisition or
      leasing (pursuant to a capital lease) of fixed or capital assets or
      additions to equipment (including replacements, capitalized repairs and
      improvements during such period). The following items will be excluded
      from the definition of "Capital Expenditures": (a) expenditures to the
      extent funded by insurance proceeds, condemnation awards or payments
      pursuant to a deed in lieu thereof, (b) expenditures to the extent made
      through barter transactions and (c) assets acquired pursuant to (i)
      Permitted Acquisitions, (ii) Asset Swap Transactions and (iii) a
      reinvestment of proceeds received in a sale permitted under subsection
      7.5(a), (b) or (c) that does not constitute an Asset Sale.



                                                                               5

            "Capital Lease Obligations": as to any Person, the obligations of
      such Person to pay rent or other amounts under any lease of (or other
      arrangement conveying the right to use) real or personal property, or a
      combination thereof, which obligations are required to be classified and
      accounted for as capital leases on a balance sheet of such Person under
      GAAP and, for the purposes of this Agreement, the amount of such
      obligations at any time shall be the capitalized amount thereof at such
      time determined in accordance with GAAP.

            "Capital Stock": any and all shares, interests, participations or
      other equivalents (however designated) of capital stock of a corporation,
      any and all equivalent ownership interests in a Person (other than a
      corporation) and any and all warrants, rights or options to purchase any
      of the foregoing.

            "Cash Equivalents": (a) marketable direct obligations issued by, or
      unconditionally guaranteed by, the United States or issued by any agency
      thereof and backed by the full faith and credit of the United States, in
      each case maturing on or within one year from the date of acquisition; (b)
      certificates of deposit, time deposits, Eurodollar time deposits, bankers'
      acceptances and repurchase agreements, or overnight bank deposits having
      maturities of one year or less from the date of acquisition issued by any
      Lender or by any commercial bank organized under the laws of the United
      States or any state thereof having combined capital and surplus (or whose
      obligations are guaranteed by an affiliated commercial bank which has
      capital and surplus) of not less than $500,000,000; (c) commercial paper
      of an issuer rated at least A-2 by Standard & Poor's Ratings Services or
      P-2 by Moody's Investors Service, Inc., or carrying an equivalent rating
      by a nationally recognized rating agency, if both of the two named rating
      agencies cease publishing ratings of commercial paper issuers generally;
      (d) money market accounts or funds with or issued by Qualified Issuers;
      and (e) repurchase agreements with a term of not more than one year for
      underlying securities of the types described in clause (a) above entered
      into with any bank meeting the qualifications specified in clause (b)
      above.

            "Change of Control": the earliest to occur of (a) a majority of
      directors of LIN TV consisting of directors who are not, as of the date of
      determination, Continuing Directors, (b) any "Person" or "group" (as such
      terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
      of 1934, as amended) excluding the holders of record and "beneficial
      owners" (as defined in Rules 13(d) 3 and 13(d) 5 under such Act) of
      outstanding shares of Class B and Class C common stock of LIN TV on the
      Effective Date (including Hicks Muse and their Affiliates and Subsidiaries
      and their respective general or limited partners), becoming beneficial
      owner, directly or indirectly, of more than 50% of the then outstanding
      voting stock of LIN TV and (c) a Change of Control as defined in any
      document pertaining to any Senior Subordinated Indebtedness in an
      aggregate outstanding principal amount in excess of $100,000,0000 or any
      Senior Unsecured Indebtedness in an aggregate outstanding principal amount
      in excess of $100,000,000; provided that the conversion by Hicks Muse (or
      any of its Affiliates or Subsidiaries or any of their respective general
      or limited partners) of Class B Common Stock of LIN TV into Class A Common
      Stock, Class C Common Stock or any other voting common stock of LIN TV
      pursuant to the terms of the Class B Common Stock and any conversion of
      the Class C Common Stock in connection therewith shall not constitute a
      Change of Control.

            "Code": the Internal Revenue Code of 1986, as amended from time to
      time.



                                                                               6

            "Co-Documentation Agents": as defined in the introductory paragraph
      of this Agreement.

            "Commitment": as to any Lender, the sum of the Tranche A Term Loan
      Commitment and the Revolving Credit Commitment of such Lender.

            "Commitment Fee Rate": (a) for the Revolving Credit Facility, as
      determined pursuant to the Pricing Grid and (b) with respect to any
      Incremental Revolving Loan Amount, the rate per annum agreed to, or the
      rate per annum determined pursuant to a pricing grid agreed to, by the
      Borrower or Permitted Borrower, as applicable, and the applicable
      Incremental Lenders in the applicable Incremental Revolving Loan
      Activation Notice.

            "Commonly Controlled Entity": an entity, whether or not
      incorporated, which is under common control with the Borrower within the
      meaning of Section 4001 of ERISA or is part of a group which includes the
      Borrower and which is treated as a single employer under Section 414 of
      the Code.

            "Compliance Certificate": a certificate duly executed by a
      Responsible Officer substantially in the form of Exhibit B.

            "Consolidated Cash Interest Expense": for any period, Consolidated
      Interest Expense (including, without limitation, that attributable to
      Capital Lease Obligations but excluding capitalized financing fees), net
      of cash interest income of the Borrower and its Subsidiaries, for such
      period (a) minus, in each case to the extent included in determining such
      Consolidated Interest Expense for such period, the sum of the following:
      (i) non-cash expenses for interest payable in kind and (ii) amortization
      of debt discount and fees and (b) plus the sum of cash payments made by
      the Borrower or any of its Subsidiaries during such period in respect of
      the items referred to in clause (a)(i) of this definition to the extent
      previously subtracted pursuant to clause (a) of this definition
      (including, without limitation, all commissions, discounts and other fees
      and charges owed with respect to letters of credit and bankers' acceptance
      financing and net costs under Interest Rate Protection Agreements to the
      extent such net costs are allocable to such period in accordance with
      GAAP).

            "Consolidated EBITDA": for any period:

            (a) Net Income for such period; plus

            (b) without duplication, the sum of the following items (to the
      extent deducted in the computation of such Net Income for such period):

                  (i)   depreciation expense;

                  (ii)  amortization expense (including amortization in respect
            of Film Obligations and other amortized film expense) and
            amortization of intangibles (including goodwill, organizational
            costs and impairments);

                  (iii) Consolidated Interest Expense;

                  (iv)  income and franchise tax expense;



                                                                               7

                  (v)     any extraordinary and unusual losses (net of income
            taxes);

                  (vi)    to the extent identified and reasonably satisfactory
            to the Administrative Agent, any cost savings realized in connection
            with any acquired Broadcasting Assets;

                  (vii)   for any pro forma period for an acquisition, any
            recurring improvements to Consolidated EBITDA as a result of any
            acquired Broadcasting Assets;

                  (viii)  other non-cash charges (excluding barter expenses and
            trade expenses); and

                  (ix)    for all purposes of this Agreement other than the
            computation of the Consolidated Leverage Ratio for the purpose of
            determining the Applicable Margin and the Commitment Fee Rate,
            non-recurring charges for severance payments related to corporate
            restructuring and similar activities not exceeding, in the
            aggregate, $10,000,000 during the term of this Agreement; and

            less (c) without duplication, the sum of the following items for
            such period:

                  (i)   all cash payments originally scheduled to be made during
            such period in respect of Film Obligations;

                  (ii)  any extraordinary and unusual gains (net of income
            taxes), to the extent included in the computation of Net Income for
            such period;

                  (iii) non-cash gains included in Net Income for such period
            (excluding barter and trade revenues); and

                  (iv)  cash dividends or other distributions made by the
            Borrower to LIN TV for its reasonable corporate overhead expenses.

      Consolidated EBITDA for any period will be adjusted to (A) exclude the
      Consolidated EBITDA attributable to any asset or business that was
      disposed of (either directly or as part of an exchange) by the Borrower or
      any of its Subsidiaries prior to the date of determination (as if such
      asset or business had not been owned by the Borrower or any of its
      Subsidiaries prior to the date of determination) and (B) include the
      Consolidated EBITDA attributable to any asset or business that was
      acquired (either directly or as part of an exchange) by the Borrower or
      any of its Subsidiaries (including, to the extent identified and
      reasonably satisfactory to the Administrative Agent, pro forma cost
      savings in connection therewith) prior to the date of determination (as if
      such asset or business had been owned by the Borrower or any of its
      Subsidiaries prior to the date of determination).

            "Consolidated Interest Coverage Ratio": for any period, the ratio of
      (a) Consolidated EBITDA for such period to (b) Consolidated Cash Interest
      Expense for such period.

            "Consolidated Interest Expense": for any period, the amount of
      interest expense, both expensed and capitalized, of the Borrower and its
      Subsidiaries for such period on the aggregate principal amount of their
      Indebtedness determined on a consolidated basis in



                                                                               8

      accordance with GAAP, after giving effect to any interest rate protection
      agreements with respect to such Indebtedness but excluding non-cash
      deferred financing costs (other than for purposes of the definition of the
      term "Consolidated EBITDA"). Consolidated Interest Expense for any period
      will be adjusted to (A) exclude the Consolidated Interest Expense
      attributable to any Indebtedness repaid or assumed by a third party in
      connection with the Sale of any asset or business that was disposed of
      (either directly or as part of an exchange) by the Borrower or any of its
      Subsidiaries prior to the date of determination (as if such Indebtedness
      had not been outstanding prior to the date of determination) and (B)
      include the Consolidated Interest Expense attributable to any Indebtedness
      incurred or assumed in connection with the acquisition of any asset or
      business that was acquired (either directly or as part of an exchange) by
      the Borrower or any of its Subsidiaries prior to the date of determination
      (as if such Indebtedness had been outstanding prior to the date of
      determination).

            "Consolidated Leverage Ratio": as of the last day of any period, the
      ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
      EBITDA for such period.

            "Consolidated Senior Leverage Ratio": as of the last day of any
      period, the ratio of (a) Consolidated Senior Debt on such day to (b)
      Consolidated EBITDA for such period.

            "Consolidated Senior Debt": at any date, Consolidated Total Debt at
      such date less the aggregate principal amount at such date of all
      Indebtedness of the Borrower and its Subsidiaries that is subordinated in
      right of payment to the Obligations, including all Subordinated
      Indebtedness, including, without limitation, any subordinated Indebtedness
      assumed in connection with a Permitted Acquisition or an Asset Swap
      Transaction.

            "Consolidated Total Debt": at any date, the aggregate principal
      amount of all Indebtedness for borrowed money of the Borrower and its
      Subsidiaries at such date, determined on a consolidated basis in
      accordance with GAAP, net of cash and Cash Equivalents on the balance
      sheet not to exceed $35,000,000.

            "Continuing Directors": (i) any member of the board of directors of
      LIN TV who was a member of such board of directors on the Effective Date,
      (ii) any member of the board of directors of LIN TV who was nominated for
      election or elected to such board of directors with the approval of a
      majority of the members of such board of directors referred to in clause
      (i), and (iii) any member of the board of directors nominated for election
      or elected to such board of directors with the approval of a majority of
      the members of such board of directors referred to in clause (i) and (ii).

            "Contractual Obligation": as to any Person, any provision of any
      security issued by such Person or of any agreement, instrument or other
      undertaking (including, without limitation, any undertaking made to the
      FCC) to which such Person is a party or by which it or any of its property
      is bound.

            "Default": any of the events specified in Section 8, whether or not
      any requirement for the giving of notice, the lapse of time, or both,
      unless cured or waived, has been satisfied.

            "Documentation Agents": as defined in the introductory paragraph of
      this Agreement.


                                                                               9

            "Dollars" and "$": lawful currency of the United States of America.

            "Effective Date": March 11, 2005.

            "Environmental Laws": any and all applicable foreign, Federal,
      state, local or municipal laws, rules, orders, regulations, statutes,
      ordinances, codes, decrees, legally binding requirements of any
      Governmental Authority or other Requirements of Law (including common law)
      regulating, relating to or imposing liability or standards of conduct
      concerning protection of the environment, as now or may at any time
      hereafter be in effect.

            "Environmental Liability": any liability, contingent or otherwise
      (including any liability for damages, costs of environmental remediation,
      fines, penalties or indemnities), of the Borrower or any Subsidiary
      directly or indirectly resulting from or based upon (a) violation of any
      Environmental Law, (b) the generation, use, handling, transportation,
      storage, treatment or disposal of any Materials of Environmental Concern,
      (c) exposure to any Materials of Environmental Concern, (d) the release or
      threatened release of any Materials of Environmental Concern into the
      environment or (e) any contract, agreement or other consensual arrangement
      pursuant to which liability is assumed or imposed with respect to any of
      the foregoing.

            "ERISA": the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

            "Eurocurrency Reserve Requirements": for any day as applied to a
      Eurodollar Loan, the aggregate (without duplication) of the rates
      (expressed as a decimal fraction) of reserve requirements in effect on
      such day (including, without limitation, basic, supplemental, marginal and
      emergency reserves under any regulations of the Board or other
      Governmental Authority having jurisdiction with respect thereto) dealing
      with reserve requirements prescribed for eurocurrency funding (currently
      referred to as "Eurocurrency Liabilities" in Regulation D of the Board)
      maintained by a member bank of the Federal Reserve System.

            "Eurodollar Base Rate": with respect to each day during each
      Interest Period pertaining to a Eurodollar Loan, the rate per annum
      determined on the basis of the rate for deposits in Dollars for a period
      equal to such Interest Period commencing on the first day of such Interest
      Period appearing on Page 3750 of the Telerate screen as of 11:00 A.M.,
      London time, two Business Days prior to the beginning of such Interest
      Period. In the event that such rate does not appear on Page 3750 of the
      Telerate screen (or otherwise on such screen), the "Eurodollar Base Rate"
      shall be determined by reference to such other comparable publicly
      available service for displaying eurodollar rates as may be selected by
      the Administrative Agent, or, in the absence of such availability, by
      reference to the rate at which the Administrative Agent is offered Dollar
      deposits of $5,000,000 at or about 11:00 A.M., London time, two Business
      Days prior to the beginning of such Interest Period in the interbank
      eurodollar market where its eurodollar and foreign currency and exchange
      operations are then being conducted for delivery on the first day of such
      Interest Period for the number of days comprised therein.

            "Eurodollar Loans": Loans the rate of interest applicable to which
      is based upon the Eurodollar Rate.



                                                                               9

            "Eurodollar Rate": with respect to each day during each Interest
      Period pertaining to a Eurodollar Loan, a rate per annum determined for
      such day in accordance with the following formula (rounded upward to the
      nearest 1/100th of 1%):

                          Eurodollar Base Rate
                ----------------------------------------
                1.00 - Eurocurrency Reserve Requirements

            "Eurodollar Tranche": the collective reference to Eurodollar Loans
      under the same Facility the then current Interest Periods with respect to
      all of which begin on the same date and end on the same later date
      (whether or not such Loans shall originally have been made on the same
      day).

            "Event of Default": any of the events specified in Section 8,
      provided that any requirement for the giving of notice, the lapse of time,
      or both, has been satisfied.

            "Exchangeable Senior Subordinated Debentures": the Borrower's 2.50%
      Exchangeable Senior Subordinated Debentures due 2033.

            "Existing Credit Agreement": the Amended and Restated Credit
      Agreement, dated as of February 7, 2003, as amended, among the Borrower,
      the Permitted Borrower, the several banks and other financial institutions
      or entities from time to time parties thereto, JPMorgan Chase, as
      administrative agent, as issuing lender, and as swingline lender, Deutsche
      Bank Trust Company Americas, as syndication agent, The Bank of Nova
      Scotia, Fleet National Bank and Morgan Stanley Senior Funding, as
      co-documentation agents, and J.P. Morgan Securities Inc. and Deutsche Bank
      Securities Inc., as joint lead arrangers and joint bookrunners.

            "Facility": each of (a) the Tranche A Term Loan Commitments and the
      Tranche A Term Loans made thereunder (the "Tranche A Term Loan Facility"),
      (b) the Incremental Term Loan Amounts and the Incremental Term Loans
      related thereto as provided in any Incremental Term Loan Activation Notice
      (an "Incremental Term Loan Facility"), (c) the Swingline Loan Commitment
      and the Swingline Loans made thereunder, (d) the aggregate Revolving
      Credit Commitments and the Total Revolving Extensions of Credit made
      thereunder (the "Revolving Credit Facility") and (e) the Incremental
      Revolving Loan Amounts and the Incremental Revolving Loans related thereto
      as provided in any Incremental Revolving Loan Activation Notice (an
      "Incremental Revolving Loan Facility").

            "FCC": the Federal Communications Commission or any Governmental
      Authority substituted therefor.

            "Federal Funds Effective Rate": as defined in the definition of the
      term "ABR".

            "Fee Payment Date": (a) the third Business Day following the last
      day of each March, June, September and December and (b) the last day of
      the Revolving Credit Commitment Period.

            "Film Obligations": all obligations in respect of the purchase, use,
      license or acquisition of programs, programming materials, films and
      similar assets used in connection with the business and operation of the
      Borrower and its Subsidiaries.



                                                                              11

            "Final Order": with respect to the assignment or transfer of control
      of the Station Licenses for any Station, an order of the FCC approving
      such assignment or transfer that is final (i.e., no longer subject to
      further judicial or administrative review), as to which no requests for
      judicial or administrative review are pending, and that has not been
      reversed, stayed, enjoined, set aside, annulled or suspended.

            "GAAP": generally accepted accounting principles in the United
      States of America as in effect from time to time set forth in the opinions
      and pronouncements of the Accounting Principles Board and the American
      Institute of Certified Public Accountants and the statements and
      pronouncements of the Financial Accounting Standards Board and the rules
      and regulations of the Securities and Exchange Commission, or in such
      other statements by such other entity as may be in general use by
      significant segments of the accounting profession, which are applicable to
      the circumstances of the Borrower as of the date of determination. In the
      event that any "Accounting Change" (as defined below) shall occur, if the
      Borrower notifies the Administrative Agent that the Borrower wishes to, or
      the Administrative Agent notifies the Borrower that the Required Lenders
      wish to, amend any financial covenants, standards or terms in this
      Agreement to eliminate the effect of such Accounting Change, then the
      Borrower and the Administrative Agent agree to enter into negotiations in
      order to amend such provisions of this Agreement so as to equitably
      reflect such Accounting Changes with the desired result that the criteria
      for evaluating the Borrower's financial condition shall be the same after
      such Accounting Changes as if such Accounting Changes had not been made.
      Until such time as such an amendment shall have been executed and
      delivered by the Borrower, the Administrative Agent and the Required
      Lenders or the Borrower or the Required Lenders, as the case may be, shall
      have withdrawn the request for amendment, all financial covenants,
      standards and terms in this Agreement shall continue to be calculated or
      construed as if such Accounting Changes had not occurred. The term
      "Accounting Changes" refers to changes in accounting principles required
      by the promulgation of any rule, regulation, pronouncement or opinion by
      the Financial Accounting Standards Board, the Accounting Principles Board
      or the American Institute of Certified Public Accountants, the Securities
      and Exchange Commission (if applicable), successors to any of the
      foregoing or agencies with similar functions to any of the foregoing, or
      such other entity the statements of which are in general use by
      significant segments of the accounting profession.

            "GECC": General Electric Capital Corporation, a New York
      corporation.

            "Governmental Authority": any nation or government, any state or
      other political subdivision thereof and any entity exercising executive,
      legislative, judicial, regulatory or administrative functions of or
      pertaining to government.

            "Guarantee and Collateral Agreement": the Guarantee and Collateral
      Agreement, dated the date hereof, executed and delivered by the Borrower
      and each Subsidiary Guarantor, as the same may be further amended,
      supplemented or otherwise modified from time to time.

            "Guarantee Obligation": as to any Person (the "guaranteeing
      person"), any obligation of (a) the guaranteeing person or (b) another
      Person (including, without limitation, any bank under any letter of
      credit) to induce the creation of which the guaranteeing person has issued
      a reimbursement, counter indemnity or similar obligation, in either case
      guaranteeing or in



                                                                              12

      effect guaranteeing any Indebtedness (the "primary obligations") of any
      other third Person (the "primary obligor") in any manner, whether directly
      or indirectly, including, without limitation, any obligation of the
      guaranteeing person, whether or not contingent, (i) to purchase any such
      primary obligation or any property constituting direct or indirect
      security therefor, (ii) to advance or supply funds (A) for the purchase or
      payment of any such primary obligation or (B) to maintain working capital
      or equity capital of the primary obligor or otherwise to maintain the net
      worth or solvency of the primary obligor, (iii) to purchase property,
      securities or services primarily for the purpose of assuring the owner of
      any such primary obligation of the ability of the primary obligor to make
      payment of such primary obligation or (iv) otherwise to assure or hold
      harmless the owner of any such primary obligation against loss in respect
      thereof; provided, however, that the term "Guarantee Obligation" shall not
      include endorsements of instruments for deposit or collection in the
      ordinary course of business. The amount of any Guarantee Obligation of any
      guaranteeing person shall be deemed to be the lower of (a) an amount equal
      to the stated or determinable amount of the primary obligation in respect
      of which such Guarantee Obligation is made and (b) the maximum amount for
      which such guaranteeing person may be liable pursuant to the terms of the
      instrument embodying such Guarantee Obligation, unless such primary
      obligation and the maximum amount for which such guaranteeing person may
      be liable are not stated or determinable, in which case the amount of such
      Guarantee Obligation shall be such guaranteeing person's maximum
      reasonably anticipated liability in respect thereof as determined by such
      Person in good faith.

            "Hicks Muse": Hicks, Muse, Tate & Furst Incorporated, any of its
      Affiliates and Subsidiaries, and any fund that it (or any of its
      Affiliates or Subsidiaries) sponsors or manages.

            "Incremental Lender": any Lender or, with the consent of the
      Borrower and the Administrative Agent (such consent not to be unreasonably
      withheld), any other bank, financial institution or other entity which
      becomes a signatory to an Incremental Term Loan Activation Notice or to an
      Incremental Revolving Loan Activation Notice, as the case may be, and each
      Lender which has made, or acquired pursuant to an assignment made in
      accordance with subsection 10.6(b), an Incremental Term Loan or an
      Incremental Revolving Loan, as the case may be. Any other bank, financial
      institution or other entity which elects to become an Incremental Lender
      shall execute a joinder in substantially the form attached hereto as
      Exhibit K with the Borrower and the Administrative Agent, whereupon such
      bank, financial institution or other entity shall become a Lender for all
      purposes and to the same extent as if originally a party hereto and shall
      be bound by and entitled to the benefits of this Agreement.

            "Incremental Revolving Loan Activation Notice": a notice
      substantially in the form of Exhibit G-1.

            "Incremental Revolving Loan Amount": as to each Incremental Lender,
      in respect of any Incremental Revolving Loan Facility, the obligation of
      such Incremental Lender on and after the applicable Incremental Revolving
      Loan Closing Date to make Incremental Revolving Loans hereunder in a
      principal amount equal to the amount set forth under the heading
      "Incremental Revolving Loan Amount" opposite such Incremental Lender's
      name on the applicable Incremental Revolving Loan Activation Notice.



                                                                              13

            "Incremental Revolving Loan Closing Date": as to any Incremental
      Revolving Loans to be made pursuant to an Incremental Revolving Loan
      Activation Notice, the date (which shall be a Business Day) specified in
      such Incremental Revolving Loan Activation Notice as the first date on
      which such Incremental Revolving Loans will be made available.

            "Incremental Revolving Loan Facility": as defined in the definition
      of the term "Facility".

            "Incremental Revolving Loan Maturity Date": as to the Incremental
      Revolving Loans to be made pursuant to any Incremental Revolving Loan
      Activation Notice, the maturity date specified in such Incremental
      Revolving Loan Activation Notice, which date shall be not earlier than the
      Revolving Credit Termination Date.

            "Incremental Revolving Loan Percentage": as to any Incremental
      Lender in respect of any Incremental Revolving Loan Facility, the
      percentage which such Lender's Incremental Revolving Loan Amount then
      outstanding constitutes of the aggregate principal amount of the
      Incremental Revolving Loan Amounts then outstanding in respect of such
      Incremental Revolving Facility.

            "Incremental Revolving Loans": as defined in subsection 2.4(d).

            "Incremental Term Loan Activation Notice": a notice substantially in
      the form of Exhibit G-2.

            "Incremental Term Loan Amount": as to each Incremental Lender, in
      respect of any Incremental Term Loan Facility, the obligation of such
      Incremental Lender on and after the applicable Incremental Term Loan
      Closing Date to make Incremental Term Loans hereunder in a principal
      amount equal to the amount set forth under the heading "Incremental Term
      Loan Amount" opposite such Incremental Lender's name on the applicable
      Incremental Term Loan Activation Notice.

            "Incremental Term Loan Closing Date": as to any Incremental Term
      Loans to be made pursuant to an Incremental Term Loan Activation Notice,
      the date (which shall be a Business Day) specified in such Incremental
      Term Loan Activation Notice as the first date on which such Incremental
      Term Loans will be made available.

            "Incremental Term Loan Facility": as defined in the definition of
      the term "Facility".

            "Incremental Term Loan Maturity Date": as to any Incremental Term
      Loans to be made pursuant to an Incremental Term Loan Activation Notice,
      the maturity date specified in such Incremental Term Loan Activation
      Notice, which date shall be not earlier than the Tranche A Maturity Date.

            "Incremental Term Loan Percentage": as to any Incremental Lender in
      respect of any Incremental Term Loan Facility, the percentage which such
      Lender's Incremental Term Loan Amount then outstanding in respect of such
      Incremental Term Loan Facility constitutes of the aggregate principal
      amount of the Incremental Term Loan Amounts then outstanding in respect of
      such Incremental Term Loan Facility.

            "Incremental Term Loans": as defined in subsection 2.1(b).



                                                                              14

            "Incur": as defined in subsection 7.2; and the term "Incurrence"
      shall have a correlative meaning.

            "Indebtedness": of any Person at any date, without duplication, (a)
      all indebtedness of such Person for borrowed money, (b) all obligations of
      such Person for the deferred purchase price of property or services (other
      than current trade payables and accrued expenses incurred in the ordinary
      course of such Person's business), (c) all obligations of such Person
      evidenced by notes, bonds, debentures or other similar instruments, (d)
      all indebtedness created or arising under any conditional sale or other
      title retention agreement with respect to property acquired by such Person
      (even though the rights and remedies of the seller or lender under such
      agreement in the event of default are limited to repossession or sale of
      such property), provided, however, that the amount of such Indebtedness of
      any Person described in this clause (d) shall, for the purposes of the
      Agreement, be deemed to be equal to the lesser of (i) the aggregate unpaid
      amount of such Indebtedness and (ii) the fair market value of the property
      or asset encumbered, as determined by such Person in good faith, (e) all
      Capital Lease Obligations of such Person, (f) all obligations of such
      Person, contingent or otherwise, as an account party under a bankers'
      acceptance, letter of credit or similar facilities, (g) the obligations of
      such Person under any Interest Rate Protection Agreement, (h) all
      Guarantee Obligations of such Person in respect of obligations of the kind
      referred to in clauses (a) through (g) above and (i) all obligations of
      the kind referred to in clauses (a) through (h) above secured by (or for
      which the holder of such obligation has an existing right, contingent or
      otherwise, to be secured by) any Lien on property (including, without
      limitation, accounts and contract rights) owned by such Person, whether or
      not such Person has assumed or become liable for the payment of such
      obligation and on which obligations such Person has recourse only to such
      property; provided, however, that the amount of such Indebtedness of any
      Person described in this clause (i) shall, for the purposes of this
      Agreement, be deemed to be equal to the lesser of (i) the aggregate unpaid
      amount of such Indebtedness and (ii) the fair market value of the property
      or asset encumbered, as determined by such Person in good faith.

            "Insolvency": with respect to any Multiemployer Plan, the condition
      that such Plan is insolvent within the meaning of Section 4245 of ERISA.

            "Insolvent": pertaining to a condition of Insolvency.

            "Intellectual Property": as defined in subsection 4.8.

            "Interest Payment Date": (a) as to any ABR Loan, the last day of
      each March, June, September and December to occur while such Loan is
      outstanding, (b) as to any Eurodollar Loan having an Interest Period of
      three months or less, the last day of such Interest Period, (c) as to any
      Eurodollar Loan having an Interest Period longer than three months, each
      day which is three months, or a whole multiple thereof, after the first
      day of such Interest Period and the last day of such Interest Period and
      (d) as to any Loan, the date of repayment thereof at final stated
      maturity.

            "Interest Period": as to any Eurodollar Loan, (a) initially, the
      period commencing on the borrowing or conversion date, as the case may be,
      with respect to such Eurodollar Loan and ending one, two, three, six or
      (if available to all Lenders under the relevant Facility as determined in
      good faith by such Lenders) nine or twelve months thereafter, as selected
      by



                                                                              15

      the Borrower in its notice of borrowing or notice of conversion, as the
      case may be, given with respect thereto; and (b) thereafter, each period
      commencing on the last day of the next preceding Interest Period
      applicable to such Eurodollar Loan and ending one, two, three, six or (if
      available to all Lenders under the relevant Facility as determined in good
      faith by such Lenders) nine or twelve months thereafter, as selected by
      the Borrower by irrevocable notice to the Administrative Agent not less
      than three Business Days prior to the last day of the then current
      Interest Period with respect thereto, provided that all of the foregoing
      provisions relating to Interest Periods are subject to the following:

            (i)   if any Interest Period would otherwise end on a day that is
      not a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless the result of such extension would be to
      carry such Interest Period into another calendar month in which event such
      Interest Period shall end on the immediately preceding Business Day;

            (ii)  any Interest Period that would otherwise extend beyond the
      Revolving Credit Termination Date, in the case of Revolving Credit Loans,
      or the date final payment is due, in the case of Term Loans, shall end on
      the Revolving Credit Termination Date or such due date, as applicable; and

            (iii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of the calendar month at the
      end of such Interest Period.

            "Interest Rate Protection Agreement": any interest rate protection
      agreement, interest rate futures contract, interest rate option, interest
      rate cap or other interest rate hedge arrangement, to or under which the
      Borrower or any of its Subsidiaries is a party or a beneficiary on the
      Effective Date or becomes a party or a beneficiary thereafter.

            "Investment" as defined in subsection 7.8.

            "Issuing Lender": JPMorgan Chase, Deutsche Bank Trust Company
      Americas or any other Lender selected by the Borrower with the consent of
      the Administrative Agent (such consent not to be unreasonably withheld),
      and any of their respective affiliates, each in its capacity as issuer of
      any Letter of Credit. Each reference herein to "the Issuing Lender" shall
      be deemed to be a reference to the relevant Issuing Lender with respect to
      the relevant Letter of Credit.

            "Joint Venture Loan": the non-amortizing senior secured note due
      2023 in the amount of $815,500,000 issued by LLC and payable to GECC.

            "Joint Venture Loan Guarantee": the guarantee executed by LIN TV in
      connection with the Joint Venture Loan.

            "JPMorgan Chase": JPMorgan Chase Bank, N.A.

            "L/C Commitment": $35,000,000.



                                                                              16

            "L/C Fee Payment Date": the third Business Day following the last
      day of each March, June, September and December and the last day of the
      Revolving Credit Commitment Period.

            "L/C Obligations": at any time, an amount equal to the sum of (a)
      the aggregate then undrawn and unexpired amount of the then outstanding
      Letters of Credit and (b) the aggregate amount of drawings under Letters
      of Credit which have not then been reimbursed pursuant to subsection 3.5.

            "L/C Participants": with respect to any Letter of Credit, the
      collective reference to all the Revolving Credit Lenders other than the
      Issuing Lender that issued such Letter of Credit.

            "Lenders": as defined in the introductory paragraph of this
      Agreement. "Lender" shall in any event include any Incremental Lender and,
      as the context may permit, the Issuing Lender and the Swingline Lender.

            "Letters of Credit": as defined in subsection 3.1(a), provided that
      to the extent the Borrower shall have deposited amounts in a cash
      collateral account for the benefit of the Lenders, the Letters of Credit
      relating thereto shall be deemed not to be Letters of Credit for purposes
      of this Agreement.

            "License Subsidiary": (a) with respect to each Station owned on the
      Effective Date, each Subsidiary listed opposite such Station's name on
      Schedule 1.1D and (b) with respect to any Station acquired after the
      Effective Date, the Subsidiary or Subsidiaries of the Borrower that shall
      hold the Station Licenses under the authority of which such Station is
      operated, provided that, in the case of Subsidiaries referred to in clause
      (b) above, each such Subsidiary shall be a single purpose entity the sole
      purpose of which shall be to hold Station Licenses and to perform related
      functions with respect thereto, unless otherwise agreed by the
      Administrative Agent (such agreement not to be unreasonably withheld).

            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), charge or other
      security interest or any preference, priority or other security agreement
      or preferential arrangement of any kind or nature whatsoever (including,
      without limitation, any conditional sale or other title retention
      agreement and any capital lease having substantially the same economic
      effect as any of the foregoing) but not including a lien for taxes that
      are not delinquent.

            "LIN Texas": LIN Television of Texas, LP, a Delaware limited
      partnership.

            "LIN TV": LIN TV Corp., a Delaware corporation and the parent of the
      Borrower.

            "LIN TV Common Stock": the Class A Common Stock of LIN TV, par value
      $0.01 per share.

            "LLC": Station Venture Holdings, LLC, a Delaware limited liability
      company.

            "LLC Agreement": the Station Venture Holdings, LLC Amended and
      Restated Limited Liability Company Agreement dated as of January 15, 1998,
      between Outlet and LIN Texas.



                                                                              17

            "Loan": any loan made by any Lender pursuant to this Agreement.

            "Loan Documents": this Agreement, the Security Documents, and the
      Notes, if any.

            "Loan Parties": the Borrower, the Permitted Borrower and each
      Subsidiary of the Borrower which is a party to a Loan Document.

            "Majority Facility Lenders": with respect to any Facility, Lenders
      which collectively are the holders of more than 50% of the aggregate
      unpaid principal amount of the Tranche A Term Loans or the Incremental
      Term Loans, or of the Total Revolving Extensions of Credit, or Incremental
      Revolving Loans, as the case may be, outstanding under such Facility (or,
      in the case of the Revolving Credit Facility or any Incremental Revolving
      Loan Facility, prior to any termination of the Revolving Credit
      Commitments or Incremental Revolving Loan Amounts, respectively,
      thereunder, Lenders which are collectively the holders of more than 50% of
      the aggregate Revolving Credit Commitments or the aggregate Incremental
      Revolving Loan Amounts thereunder, as the case may be).

            "Majority Revolving Credit Facility Lenders": the Majority Facility
      Lenders in respect of the Revolving Credit Facility.

            "Material Adverse Effect": a material adverse effect on (a) the
      business, operations, properties or condition (financial or otherwise) of
      the Borrower and its Subsidiaries, taken as a whole, or (b) the validity
      or enforceability of this Agreement and the other Loan Documents or the
      rights or remedies of the Administrative Agent, the Swingline Lender, the
      Issuing Lender or the other Lenders hereunder and thereunder.

            "Materials of Environmental Concern": any gasoline or petroleum
      (including crude oil or any fraction thereof) or petroleum products or any
      hazardous or toxic substances, materials or wastes, defined or regulated
      as such in or under any Environmental Law, including, without limitation,
      asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

            "Mortgaged Properties": the real properties listed on Schedule 1.1B.

            "Mortgages": each of the mortgages and deeds of trust made by any
      Loan Party in favor of, or for the benefit of, the Administrative Agent
      for the benefit of the Lenders, as the same may be amended, supplemented
      or otherwise modified from time to time.

            "Multiemployer Plan": a Plan which is a multiemployer plan as
      defined in Section 4001 (a) (3) of ERISA.

            "Net Cash Proceeds": (a) in connection with any Asset Sale or any
      Recovery Event, the proceeds thereof in the form of cash and Cash
      Equivalents (including any such proceeds received by way of deferred
      payment of principal pursuant to a note or installment receivable or
      purchase price adjustment receivable or otherwise, but only as and when
      received) of such Asset Sale or Recovery Event, net of attorneys' fees,
      notarial fees, accountants' fees, investment banking fees, appraisal fees,
      survey costs, title insurance premiums, amounts to be applied to the
      repayment of Indebtedness secured by a Lien expressly permitted hereunder
      on any asset which is the subject of such Asset Sale or Recovery Event
      (other than any Lien



                                                                              18

      pursuant to a Security Document) and other customary fees and expenses
      actually incurred in connection therewith, net of taxes paid or reasonably
      estimated to be payable as a result thereof (after taking into account any
      available tax credits or deductions and any tax sharing arrangements) and
      net of purchase price adjustments reasonably expected to be payable in
      connection therewith and (b) in connection with any issuance or sale of
      equity securities or debt securities or instruments or the incurrence of
      loans, the cash proceeds received from such issuance or Incurrence, net of
      attorneys' fees, notarial fees, investment banking fees, accountants'
      fees, underwriting discounts and commissions and other customary fees and
      expenses actually Incurred in connection therewith.

            "Net Consolidated Revenue": at a particular date, all amounts which
      would, in conformity with GAAP, be set opposite the caption "Net Revenues"
      (or any like caption) on a consolidated statement of operations of the
      Borrower and its Subsidiaries at such date.

            "Net Income": at a particular date, all amounts which would, in
      conformity with GAAP, be set forth opposite the caption "Net Income" (or
      any like caption) on a consolidated statement of operations of the
      Borrower and its Subsidiaries at such date; provided that in no event
      shall Net Income include the net income or loss of Banks Broadcasting,
      Inc., and provided further that such amount shall be adjusted to exclude
      (to the extent otherwise included therein) (a) earnings or losses
      attributable to any Person (other than the LLC) in which the Borrower or
      any of its Subsidiaries has a joint interest with third parties, except to
      the extent of the amount of dividends or other distributions actually paid
      to the Borrower or such Subsidiary by such other Person in cash during
      such period and (b) any earnings or losses attributable to the interest of
      the Borrower or any of its Subsidiaries in the LLC, except for any such
      earnings to the extent of (i) actual distributions of Distributable Cash
      (as defined in the LLC Agreement) in respect of such interest made to the
      Borrower or any of its Subsidiaries and (ii) amounts that would have
      constituted Distributable Cash and would have been required to be
      distributed to the Borrower and its Subsidiaries in respect of such
      interest but for the reserve requirement of Section 8.06 of the LLC
      Agreement.

            "Non-Consenting Lender": as defined in subsection 2.20.

            "Non-Excluded Taxes": as defined in subsection 2.17(a).

            "Non-Funding Lender": as defined in subsection 2.15(c).

            "Non-Station Asset": all of the assets used and useful for the
      operation of the Borrower's and its Subsidiaries' broadcasting and
      entertainment businesses, other than the Stations.

            "Non-U.S. Lender": as defined in subsection 2.17(b).

            "Notes": the collective reference to the Term Notes, the Revolving
      Credit Notes and the Swingline Notes.

            "Obligations": the unpaid principal of and interest on (including,
      without limitation, interest accruing after the maturity of the Loans and
      Reimbursement Obligations and interest accruing after the filing of any
      petition in bankruptcy, or the commencement of any insolvency,
      reorganization or like proceeding, relating to the Borrower or the
      Permitted



                                                                              19

      Borrower, whether or not a claim for post-filing or post-petition interest
      is allowed in such proceeding) the Loans, the Reimbursement Obligations
      and all other obligations and liabilities of the Borrower and the
      Permitted Borrower to the Administrative Agent, the Swingline Lender, the
      Issuing Lender or any other Lender (or, in the case of Interest Rate
      Protection Agreements, any counterparty thereto who was a Lender (or any
      affiliate of any Lender) at the time such Interest Rate Protection
      Agreement was entered into), whether direct or indirect, absolute or
      contingent, due or to become due, or now existing or hereafter incurred,
      which may arise under, out of, or in connection with, this Agreement
      (including, with respect to the Borrower, those obligations under Section
      11 hereof), any Notes, any other Loan Document, the Letters of Credit, any
      Interest Rate Protection Agreement entered into with counterparty who was
      a Lender (or any affiliate of any Lender) at the time such Interest Rate
      Protection Agreement was entered into or any other document made,
      delivered or given in connection herewith or therewith, whether on account
      of principal, interest, reimbursement obligations, fees, indemnities,
      costs, expenses (including, without limitation, all fees, charges and
      disbursements of counsel to the Administrative Agent, to the Swingline
      Lender, to the Issuing Lender or to any other Lender that are required to
      be paid by the Borrower or Permitted Borrower pursuant hereto).

            "Outlet": Outlet Broadcasting, Inc., a Rhode Island corporation.

            "Participant": as defined in subsection 10.6(c).

            "Parent Guarantee": the guarantee dated as of March 11, 2005 made by
      LIN TV in favor of JP Morgan Chase as Administrative Agent under this
      Agreement.

            "PBGC": the Pension Benefit Guaranty Corporation established
      pursuant to Subtitle A of Title IV of ERISA (or any successor).

            "Permitted Acquisition": the acquisition by the Borrower or any of
      its Subsidiaries of one or more Broadcast Stations or Broadcast
      Enterprises, or at least a majority of the capital stock of, or other
      equity interests in, any other Person whose primary business is the
      ownership and operation of one or more Broadcast Stations or Broadcast
      Enterprises, in the United States provided that (a) no Default or Event of
      Default will have occurred and be continuing or will result therefrom
      (including, without limitation, pursuant to subsection 7.1), and (b) the
      Borrower takes such actions as may be required or reasonably requested to
      ensure that the Administrative Agent, for the ratable benefit of the
      Lenders, has a perfected first priority security interest, to the extent
      contemplated by the Guarantee and Collateral Agreement, in any assets
      required to be secured pursuant to subsection 6.9 or any other Loan
      Document, subject to Liens permitted by subsection 7.3, and provided
      further that for any acquisition involving consideration in excess of
      $75,000,000, (i) the Borrower provides the Administrative Agent with
      appropriate supporting documentation if reasonably requested by the
      Administrative Agent, including, without limitation, copies of any
      acquisition documents in connection with such acquisition and copies of
      opinions of counsel, including FCC counsel, delivered in connection
      therewith and copies of an FCC consent on Form 732 (or any comparable form
      issued by the FCC) relating to the transfer of control or assignment of
      the Station Licenses of any acquired Broadcast Station to the Borrower or
      its Subsidiary and (ii) on a pro forma basis (including any recurring
      improvements related to the acquired asset or the assets of the Person
      acquired) for the most recently completed four-fiscal quarter period for
      which financial statements are available on the date of such acquisition,
      no Default



                                                                              20

      or Event of Default pursuant to subsection 7.1 will have occurred and be
      continuing, provided that for purposes of calculating Consolidated EBITDA
      pursuant to this clause (ii), the Consolidated EBITDA of such Broadcast
      Stations or Broadcast Enterprises being acquired for such four-fiscal
      quarter period shall be equal to the Consolidated EBITDA of such Broadcast
      Stations or Broadcast Enterprises for the 12-month period immediately
      preceding such acquisition, and the Borrower provides the Administrative
      Agent with appropriate supporting documentation if reasonably requested by
      the Administrative Agent.

            "Permitted Borrower": as defined in the introductory paragraph to
      this Agreement.

            "Permitted Borrower Tranche A Term Loan Commitment": as to any
      Lender, the obligation of such Lender, if any, to make a Tranche A Term
      Loan to the Permitted Borrower hereunder in a principal amount equal to
      the amount set forth under the heading "Permitted Borrower Tranche A Term
      Loan Commitment" opposite such Lender's name on Schedule 1.1A attached
      hereto. The aggregate amount of the Permitted Borrower Tranche A Term Loan
      Commitments on the Effective Date is $120,000,000.

            "Permitted Dividend": any dividend paid by, or other distribution
      made by, the Borrower on or after the Effective Date on its Capital Stock,
      other than (a) dividends or distributions of Capital Stock and (b)
      pursuant to subsection 7.6(a) through (e), provided that either (x) after
      giving effect thereto and to any related incurrence of Indebtedness, the
      Consolidated Leverage Ratio on a pro forma basis as of the last day of the
      immediately preceding four-fiscal-quarter period for which financial
      statements are available is less than or equal to 5.0x or (y) after giving
      effect thereto the aggregate amount of all such dividends and
      distributions and of all payments, prepayments, redemptions and purchases
      referred to in clause (y) the definition of "Permitted Redemption" since
      the Effective Date does not exceed the Broadcast Cash Flow for the
      immediately preceding four-fiscal-quarter period for which financial
      statements are available.

            "Permitted Redemption": any payment, prepayment, redemption or
      purchase, including payments in connection with a defeasance, made on or
      after the Effective Date by the Borrower or any of its Subsidiaries (a) of
      or on Subordinated Indebtedness or Senior Unsecured Indebtedness or (b) of
      or on LIN TV Capital Stock, provided that either (x) after giving effect
      thereto and to any related incurrence of Indebtedness, the Consolidated
      Leverage Ratio on a pro forma basis as of the last day of the immediately
      preceding four-fiscal-quarter period for which financial statements are
      available is less than or equal to 5.0x or (y) after giving effect thereto
      the aggregate amount (excluding any accrued interest) of all such
      payments, prepayments, redemptions and purchases and of all dividends and
      distributions referred to in clause (y) of the definition of "Permitted
      Dividend" since the Effective Date does not exceed the Broadcast Cash Flow
      for the immediately preceding four-fiscal-quarter period for which
      financial statements are available.

            "Person": an individual, partnership, corporation, limited liability
      company, business trust, joint stock company, trust, unincorporated
      association, joint venture, Governmental Authority or other entity of
      whatever nature.

            "Plan": at a particular time, any employee benefit plan which is
      covered by ERISA and in respect of which the Borrower or a Commonly
      Controlled Entity is (or, if such plan



                                                                              21

      were terminated at such time, would under Section 4069 of ERISA be deemed
      to be) an "employer" as defined in Section 3(5) of ERISA.

            "Pledged Stock": as defined in the Guarantee and Collateral
      Agreement.

            "Pricing Grid": the pricing grid as follows:



                                                                                                           REVOLVING
                                                           APPLICABLE            APPLICABLE            CREDIT FACILITY
                                                           MARGIN FOR            MARGIN FOR               COMMITMENT
     CONSOLIDATED LEVERAGE RATIO                         EURODOLLAR LOANS         ABR LOANS                  FEE
- --------------------------------------                   ----------------        ----------            ---------------
                                                                                              
Level 1:    Greater than or equal to
            6.00 to 1.00                                       1.375%                0.375%                  0.375%

Level 2:    Greater than or equal to
            5.50 to 1.00 and less than
            6.00 to 1.00                                        1.25%                 0.25%                  0.375%

Level 3:    Greater than or equal to
            5.00 to 1.00 and less than
            5.50 to 1.00                                        1.00%                 0.00%                  0.300%

Level 4:    Greater than or equal to
            4.50 to 1.00 and less than
            5.00 to 1.00                                        0.75%                 0.00%                  0.300%

Level 5:    Less than 4.50 to 1.00                             0.625%                 0.00%                  0.250%


      Changes in the Applicable Margin and the Commitment Fee Rate with respect
      to Tranche A Term Loans, Revolving Credit Loans and Swingline Loans
      resulting from changes in the Consolidated Leverage Ratio shall become
      effective on the day (the "Adjustment Date") of receipt by the
      Administrative Agent of the financial statements delivered pursuant to
      subsection 6.1 and shall remain in effect until the next change to be
      effected pursuant to this paragraph. If any financial statements referred
      to above are not delivered within the time periods specified above, then,
      until such financial statements are delivered, at the option of the
      Administrative Agent or the Required Lenders, the Consolidated Leverage
      Ratio as at the end of the fiscal period that would have been covered
      thereby shall for the purposes of this definition be determined by
      reference to "Level 1". Each determination of the Consolidated Leverage
      Ratio pursuant to this paragraph shall be made with respect to the period
      of four consecutive fiscal quarters of the Borrower ending at the end of
      the period covered by the relevant financial statements. The Applicable
      Margin for all Loans (other than Incremental Term Loans and Incremental
      Revolving Loans) and for the Revolving Credit Facility Commitment Fee for
      the period from the Effective Date to the date on which financial
      statements are delivered pursuant to subsection 6.1 for the period ended
      March 31, 2005 shall be determined by reference to "Level 4".

            "Prime Rate": as defined in the definition of the term "ABR".



                                                                              22

            "Projections": as defined in subsection 6.2(b).

            "Property": any right or interest in or to property of any kind
      whatsoever, whether real, personal or mixed and whether tangible or
      intangible, including, without limitation, Capital Stock.

            "Qualified Issuer": any financial institution (a) which has, or
      whose obligations are guaranteed by an affiliated financial institution
      which has, capital and surplus in excess of $500,000,000 and (b) the
      outstanding short-term debt securities of which are rated, or whose
      parent's outstanding short-term debt securities are rated, at least A-2 by
      Standard & Poor's Ratings Services or at least P-2 by Moody's Investors
      Service, Inc., or carry an equivalent rating by a nationally recognized
      rating agency if both of the two named rating agencies cease publishing
      ratings of investments.

            "Recovery Event": any settlement of or payment in respect of any
      property insurance or casualty insurance claim or any condemnation
      proceeding or deed in lieu thereof relating to any Property of the
      Borrower or any of its Subsidiaries, excluding any such settlement or
      payment which, together with any related settlement or payment, yields Net
      Cash Proceeds to the Borrower or any of its Subsidiaries of $5,000,000 or
      less.

            "Refunded Swingline Loans": as defined in subsection 2.4(c)(ii).

            "Register": as defined in subsection 10.6(b).

            "Reimbursement Obligations": with respect to any Letter of Credit,
      the obligation of the Borrower to reimburse the Issuing Lender pursuant to
      subsection 3.5 for amounts drawn under the Letters of Credit.

            "Reinvestment Deferred Amount": with respect to any Reinvestment
      Event, the aggregate Adjusted Net Cash Proceeds received by the Borrower
      or any of its Subsidiaries in connection therewith which are not applied
      to the prepayment of Term Loans pursuant to subsection 2.9(a)(i) as a
      result of the delivery of a Reinvestment Notice.

            "Reinvestment Event": any Asset Sale or Recovery Event in respect of
      which the Borrower has delivered a Reinvestment Notice.

            "Reinvestment Notice": a written notice executed by a Responsible
      Officer stating that no Event of Default has occurred and is continuing
      and that the Borrower (directly or indirectly through a Subsidiary)
      intends and expects to use all or a specified portion of the Adjusted Net
      Cash Proceeds of an Asset Sale or Recovery Event to acquire assets useful
      in its business (including pursuant to a Permitted Acquisition or an Asset
      Swap Transaction).

            "Reinvestment Prepayment Amount": with respect to any Reinvestment
      Event, the Reinvestment Deferred Amount relating thereto less any amount
      expended prior to the relevant Reinvestment Prepayment Date to acquire
      assets useful in the Borrower's business.

            "Reinvestment Prepayment Date": with respect to any Reinvestment
      Event, the earlier of (a) the date occurring 365 days after such
      Reinvestment Event and (b) the date on which the Borrower shall have
      determined not to acquire assets useful in the Borrower's business with
      all or any portion of the relevant Reinvestment Deferred Amount, provided
      that



                                                                              23

      if the Reinvestment Notice with respect to such Reinvestment Event relates
      to the acquisition of a new Station by the Borrower or any of its
      Subsidiaries (whether as a result of a Permitted Acquisition, an Asset
      Swap Transaction or otherwise) and the Borrower or such Subsidiary has
      filed within 365 days of the Reinvestment Event an application with the
      FCC for the approval of the transfer of control or assignment of the
      Station License of such acquired Station, the period specified in
      paragraph (a) shall be extended to a period equal to five Business Days
      after the time required for the FCC to issue a Final Order relating to the
      transfer of control of such Station License.

            "Reorganization": with respect to any Multiemployer Plan, the
      condition that such plan is in reorganization within the meaning of
      Section 4241 of ERISA.

            "Reportable Event": any of the events set forth in Section 4043(b)
      of ERISA, other than those events as to which the thirty day notice period
      is waived under the regulations issued pursuant to Section 4043(b) of
      ERISA.

            "Required Lenders": Lenders, other than Non-Funding Lenders, which
      collectively are the holders of more than 50% of the sum of (i) the
      outstanding principal amount of Term Loans, (ii) the aggregate Revolving
      Credit Commitments (determined without duplication for commitments of the
      Issuing Lender and the Swingline Lender to issue Letters of Credit or make
      Swingline Loans) or, if the Revolving Credit Commitments have been
      terminated, the Total Revolving Extensions of Credit, and (iii) the
      aggregate Incremental Revolving Loan Amounts or, if the Incremental
      Revolving Loan Amounts have been terminated, the aggregate outstanding
      principal amount of Incremental Revolving Loans.

            "Requirement of Law": as to any Person, the Certificate of
      Incorporation and By-Laws or other organizational or governing documents
      of such Person, and any law, treaty, rule or regulation (including,
      without limitation, Environmental Laws or rules, regulations or orders,
      whether addressed to the Borrower or any of its Subsidiaries, of the FCC)
      or determination of an arbitrator or a court or other Governmental
      Authority, in each case applicable to or binding upon such Person or any
      of its property or to which such Person or any of its property is subject.

            "Responsible Officer": the chief executive officer, the president,
      any vice president or senior or executive vice president, the treasurer or
      any assistant treasurer, the secretary or assistant secretary, the chief
      financial officer (or officer having comparable duties) and the controller
      of the Borrower or the Permitted Borrower, as the case may be, in each
      case acting solely in such capacity and without personal liability.

            "Restricted Payment" as defined in subsection 7.6.

            "Revolving Credit Commitment": as to any Lender, the obligation of
      such Lender, if any, to make Revolving Credit Loans, and to participate in
      Swingline Loans and Letters of Credit, in an aggregate principal and/or
      face amount not to exceed the amount set forth under the heading
      "Revolving Credit Commitment" opposite such Lender's name on Schedule
      1.1A, as the same may be changed from time to time pursuant to the terms
      hereof. The aggregate amount of the Revolving Credit Commitments as of the
      Effective Date is $160,000,000. In no event shall the Revolving Credit
      Commitments include Incremental Revolving Loan Amounts not incorporated in
      the Revolving Credit Commitments as



                                                                              24

      contemplated by the penultimate sentence of subsection 2.4(d) (in which
      case such Incremental Revolving Loan Amounts shall not be treated as
      Incremental Revolving Loan Amounts from and after the Incremental
      Revolving Loan Closing Date with respect thereto).

            "Revolving Credit Commitment Period": the period from and including
      the Effective Date to the Revolving Credit Termination Date.

            "Revolving Credit Facility": as defined in the definition of the
      term "Facility".

            "Revolving Credit Lender": each Lender which has a Revolving Credit
      Commitment or which has made, or acquired pursuant to an assignment made
      in accordance with subsection 10.6(b), Revolving Credit Loans or has
      participations in outstanding Letters of Credit or Swingline Loans.

            "Revolving Credit Loans": as defined in subsection 2.4(a).

            "Revolving Credit Note": as defined in subsection 10.6(e).

            "Revolving Credit Percentage": as to any Revolving Credit Lender at
      any time, the percentage which such Lender's Revolving Credit Commitment
      then constitutes of the aggregate Revolving Credit Commitments (or, at any
      time after the Revolving Credit Commitments shall have expired or
      terminated, the percentage which the aggregate principal amount of such
      Lender's Revolving Credit Loans then outstanding constitutes of the
      aggregate principal amount of the Revolving Credit Loans then
      outstanding).

            "Revolving Credit Termination Date": the earlier of (a) the
      Scheduled Revolving Credit Termination Date or, if such date is not a
      Business Day, the Business Day next preceding such date and (b) the date
      upon which the Revolving Credit Commitments shall be earlier terminated
      pursuant hereto.

            "Revolving Extensions of Credit": as to any Revolving Credit Lender
      at any time, an amount equal to the sum of (a) the aggregate principal
      amount of all Revolving Credit Loans made by such Lender then outstanding,
      (b) such Lender's Revolving Credit Percentage of the L/C Obligations then
      outstanding and (c) such Lender's Swingline Exposure at such time. In no
      event shall the Revolving Extensions of Credit include Incremental
      Revolving Loans.

            "Sale": as defined in subsection 7.5.

            "Scheduled Revolving Credit Termination Date": March 11, 2010.

            "Security Documents": the collective reference to the Guarantee and
      Collateral Agreement, the Mortgages, the Parent Guarantee, the Stock
      Pledge Agreement and all other security documents hereafter delivered to
      the Administrative Agent granting a Lien on any Property of any Person to
      secure the obligations and liabilities of any Loan Party under any Loan
      Document.

            "Senior Responsible Officer": the chief executive officer, the
      president, any senior or executive vice-president, the treasurer, the
      chief financial officer and the general counsel of the Borrower in each
      case acting solely in such capacity and without personal liability.



                                                                              25

            "Senior Subordinated Notes": the Borrower's 6-1/2 % Senior
      Subordinated Notes due 2013.

            "Senior Unsecured Indebtedness": unsecured Indebtedness of the
      Borrower, provided that, to the extent incurred after the Effective Date,
      such Indebtedness has no maturity, amortization, mandatory redemption or
      purchase option (other than with asset sale proceeds, subject to the
      provisions of this Agreement, or following a change of control) or sinking
      fund payment prior to one year after the Tranche A Maturity Date.

            "Single Employer Plan": any Plan which is covered by Title IV of
      ERISA, but which is not a Multiemployer Plan.

            "Station Licenses": (a) with respect to the Borrower or any of its
      Subsidiaries, all authorizations, licenses or permits issued by the FCC
      and granted or assigned to the Borrower or any of its Subsidiaries, or
      under which the Borrower or any of its Subsidiaries has the right to
      operate any Station, together with any extensions or renewals thereof and
      (b) with respect to any other Person, all authorizations, licenses or
      permits issued by the FCC and granted or assigned to such Person, or under
      which such Person has the right to operate any Broadcast Station, together
      with any extensions or renewals thereof.

            "Stations": collectively, the Broadcast Stations owned from time to
      time by the Borrower and its Subsidiaries. Schedule 1.1D sets forth a
      complete list of Stations as of the Effective Date.

            "Stock Pledge Agreement": the stock pledge agreement, in
      substantially the form of Exhibit J (Form of Stock Pledge Agreement)
      attached hereto, executed and delivered by LIN TV.

            "Subordinated Indebtedness": Indebtedness of the Borrower, including
      the Senior Subordinated Notes and the Exchangeable Senior Subordinated
      Debentures, that is subordinated in right of payment to the Obligations,
      provided that, to the extent incurred after the Effective Date, such
      Indebtedness has (a) no maturity, amortization, mandatory redemption or
      purchase option (other than with asset sale proceeds, subject to the
      provisions of this Agreement, or following a change of control) or sinking
      fund payment prior to the date that is one year after the Tranche A
      Maturity Date, (b) no financial maintenance covenants and (c) customary
      subordination provisions as shall be reasonably satisfactory to the
      Administrative Agent.

            "Subsidiary": as to any Person, a corporation, partnership, limited
      liability company or other entity of which shares of stock or other
      ownership interests having ordinary voting power (other than stock or such
      other ownership interests having such power only by reason of the
      happening of a contingency) to elect a majority of the board of directors
      or other managers of such corporation, partnership or other entity are at
      the time owned, or the management of which is otherwise controlled,
      directly or indirectly through one or more intermediaries, or both, by
      such Person.

            "Subsidiary Guarantor": each Subsidiary of the Borrower party to the
      Guarantee and Collateral Agreement.



                                                                              26

            "Swingline Exposure": at any time, the aggregate principal amount of
      all outstanding Swingline Loans at such time. The Swingline Exposure of
      any Revolving Credit Lender at any time shall mean its Revolving Credit
      Percentage of the aggregate Swingline Exposure at such time.

            "Swingline Lender": as defined in the introductory paragraph of this
      Agreement.

            "Swingline Loan Commitment": the obligation of the Swingline Lender
      to make Swingline Loans to the Borrower hereunder. The original amount of
      the Swingline Loan Commitment is $50,000,000.

            "Swingline Loan Participation Certificate": a certificate in
      substantially the form of Exhibit H.

            "Swingline Loans": as defined in subsection 2.4(c)(i).

            "Swingline Note": as defined in subsection 10.6(e).

            "Syndication Agent": as defined in the introductory paragraph of
      this Agreement.

            "Term Loans": the Tranche A Term Loans and the Incremental Term
      Loans made by the Lenders to the Borrower and the Permitted Borrower
      pursuant to subsection 2.1.

            "Term Note": as defined in subsection 10.6(e).

            "Test Period": any period of four consecutive fiscal quarters of the
      Borrower most recently ended.

            "Total Revolving Extensions of Credit": at any time, the aggregate
      amount of the Revolving Extensions of Credit of the Revolving Credit
      Lenders at such time.

            "Tranche A Maturity Date": March 11, 2011.

            "Tranche A Term Loan Commitments": the sum of (i) the Borrower
      Tranche A Term Loan Commitments and (ii) the Permitted Borrower Tranche A
      Term Loan Commitments. The aggregate amount of the Tranche A Term Loan
      Commitments on the Effective Date is $170,000,000.

            "Tranche A Term Loan Facility": as defined in the definition of the
      term "Facility".

            "Tranche A Term Loan Lender": each Lender which has a Tranche A Term
      Loan Commitment or which has made, or acquired pursuant to an assignment
      made in accordance with subsection 10.6(b), a Tranche A Term Loan.

            "Tranche A Term Loan Percentage": as to any Tranche A Term Loan
      Lender at any time, the percentage which such Lender's Tranche A Term Loan
      Commitment then constitutes of the aggregate Tranche A Term Loan
      Commitments (or, at any time after the Effective Date, the percentage
      which the principal amount of such Lender's Tranche A Term Loans then
      outstanding constitutes of the aggregate principal amount of the Tranche A
      Term Loans then outstanding).



                                                                              27

            "Tranche A Term Loans": as defined in subsection 2.1(a).

            "Transferee": as defined in subsection 10.6(f).

            "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
      Loan.

            "Uniform Customs": the Uniform Customs and Practice for Documentary
      Credits (1993 Revision), International Chamber of Commerce Publication No.
      500, as the same may be revised from time to time.

            "Wholly Owned Subsidiary": as to any Person, any other Person all of
      the Capital Stock of which (other than directors' qualifying shares
      required by law) is owned by such Person directly and/or through other
      Wholly Owned Subsidiaries.

            "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor that
      is a Wholly Owned Subsidiary of the Borrower.

            1.2 Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the other Loan Documents or any certificate or other document made
or delivered pursuant hereto or thereto.

            (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Borrower and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the
extent not defined, shall have the respective meanings given to them under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified. The words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation." The word "will" shall be construed
to have the same meaning and effect as the word "shall".

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

               SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

            2.1 Term Commitments. (a) Subject to the terms and conditions
hereof, each Tranche A Term Loan Lender severally agrees to make term loans
("Tranche A Term Loans") to (i) the Borrower on the Effective Date in a
principal amount equal to the Borrower Tranche A Term Loan Commitment of such
Lender and (ii) the Permitted Borrower on the Effective Date in a principal
amount equal to the Permitted Borrower Tranche A Term Loan Commitment of such
Lender.

            (b) The Borrower, the Permitted Borrower and all or certain of the
Lenders may from time to time agree that such Lenders shall become Incremental
Lenders under an Incremental Term Loan Facility or increase the principal amount
of their Incremental Term Loans under any Incremental Term Loan Facility by
executing and delivering to the Administrative Agent an Incremental Term Loan
Activation Notice specifying (i) the respective Incremental Term Loan



                                                                              28

Amount of such Incremental Lenders, (ii) the applicable Incremental Term Loan
Closing Date, (iii) the applicable Incremental Term Loan Maturity Date, (iv) the
amortization schedule for the applicable Incremental Term Loans, which shall
comply with subsection 2.3(b) and (v) the Applicable Margin for the Incremental
Term Loans to be made pursuant to such Incremental Term Loan Activation Notice,
and which shall be otherwise duly completed. Each Incremental Lender that is a
signatory to an Incremental Term Loan Activation Notice severally agrees, on the
terms and conditions of this Agreement, to make a term loan (an "Incremental
Term Loan") to either or both of the Borrower and the Permitted Borrower, as
specified in such Incremental Term Loan Activation Notice, on the Incremental
Term Loan Closing Date specified in such Incremental Term Loan Activation Notice
in a principal amount equal to the Incremental Term Loan Amount of such
Incremental Lender specified in such Incremental Term Loan Activation Notice.
Subject to the terms and conditions of this Agreement, the Borrower or Permitted
Borrower, as applicable, may convert Incremental Term Loans of one Type into
Incremental Term Loans of another Type (as provided in subsection 2.10) or
continue Incremental Term Loans of one Type as Incremental Term Loans of the
same Type (as provided in subsection 2.10). Incremental Term Loans that are
prepaid may not be reborrowed. Nothing in this subsection 2.1(b) shall be
construed to obligate any Lender to execute an Incremental Term Loan Activation
Notice. Notwithstanding the foregoing, the aggregate amount of Incremental Term
Loans outstanding under all Incremental Term Loan Facilities, together with the
aggregate amount of Incremental Revolving Amounts available under all
Incremental Revolving Loan Facilities (including any incorporated into the
Revolving Credit Commitments pursuant to the penultimate sentence of subsection
2.4(d)), shall at no time exceed $350,000,000.

            (c) The Term Loans may from time to time be Eurodollar Loans or ABR
Loans, as determined by the Borrower and the Permitted Borrower, as applicable,
and notified to the Administrative Agent in accordance with subsections 2.2 and
2.10.

            2.2 Procedure for Term Loan Borrowing. (a) The Borrower and the
Permitted Borrower shall give the Administrative Agent irrevocable written (or
telephonic promptly confirmed in writing) notice (which notice must be received
by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three
Business Days prior to the requested Borrowing Date, in the case of Eurodollar
Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the
case of ABR Loans (except that such notice must be received by the
Administrative Agent prior to 9:00 a.m., New York City time, on the Effective
Date in the case of ABR Loans requested to be borrowed on such date)) requesting
that the Tranche A Term Loan Lenders make the Tranche A Term Loans on such
Borrowing Date and specifying the amount to be borrowed. Upon receipt of such
notice the Administrative Agent shall promptly notify each Tranche A Term Loan
Lender thereof. Not later than 12:00 Noon, New York City time, on such Borrowing
Date, each Tranche A Term Loan Lender shall make available to the Administrative
Agent at its office specified in subsection 10.2 an amount in immediately
available funds equal to the Tranche A Term Loans to be made by such Lender. The
Administrative Agent shall credit the account of the Borrower and the Permitted
Borrower on the books of such office of the Administrative Agent with the
aggregate of the amounts made available to the Administrative Agent by the
Tranche A Term Loan Lenders in like funds as received by the Administrative
Agent.

            (b) The Borrower or the Permitted Borrower, as the case may be,
shall give the Administrative Agent irrevocable written (or telephonic promptly
confirmed in writing) notice of the borrowing of any Incremental Term Loans
under any Incremental Term Loan Facility (which notice must be received by the
Administrative Agent prior to 12:00 Noon, New York City time, (i) three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or
(ii) one



                                                                              29

Business Day prior to the requested Borrowing Date, in the case of ABR Loans),
specifying (A) the amount and Type of Incremental Term Loans to be borrowed, (B)
the requested Borrowing Date and (C) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor. Each borrowing under any Incremental Term Loan
Facility shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000
or a whole multiple of $100,000 in excess thereof and (y) in the case of
Eurodollar Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof.
Upon receipt of any such notice with respect to an Incremental Term Loan
Facility, the Administrative Agent shall promptly notify each relevant
Incremental Lender thereof. Each relevant Incremental Lender will make its
respective Incremental Term Loan available to the Administrative Agent for the
account of the Borrower or the Permitted Borrower, as applicable, at the office
of the Administrative Agent specified in subsection 10.2 prior to 12:00 Noon,
New York City time, on the Borrowing Date requested by the Borrower or Permitted
Borrower, as applicable, in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower or the
Permitted Borrower, as applicable, by the Administrative Agent crediting the
relevant account on the books of such office with the aggregate of the amounts
made available to the Administrative Agent by the applicable Lenders and in like
funds as received by the Administrative Agent. The provisions of the paragraph
shall be subject to any applicable limitations or requirements in the relevant
Incremental Term Loan Activation Notice.

            2.3 Repayment of Term Loans. (a) The Tranche A Term Loan of each
Lender made to the Borrower and the Tranche A Term Loan of each Lender made to
the Permitted Borrower shall mature in consecutive quarterly installments
payable by the Borrower and the Permitted Borrower, respectively, on the last
day of March, June, September and December of each year, - commencing on March
31, 2006. Each such installment shall be (i) with respect to installments
payable prior to the Tranche A Maturity Date, in an aggregate amount equal to
such Lender's Tranche A Term Loan Percentage multiplied by 4,250,000 and (ii)
with respect to the installments payable on the Tranche A Maturity Date, in an
amount equal to such Lender's Tranche A Term Loan Percentage multiplied by the
then outstanding aggregate principal amount of the Tranche A Term Loans.

            (b) The Incremental Term Loans made after the Effective Date, if
any, of each Incremental Lender shall mature in such installments as are
specified in the Incremental Term Loan Activation Notice pursuant to which such
Incremental Term Loans were made; provided that such Incremental Term Loans
shall have an average weighted life not less than that of the then outstanding
Tranche A Term Loans.

            2.4 Revolving Credit Commitments; Incremental Revolving Loans. (a)
Subject to the terms and conditions hereof, each Revolving Credit Lender
severally agrees to make revolving credit loans ("Revolving Credit Loans") to
the Borrower from time to time during the Revolving Credit Commitment Period in
an aggregate principal amount at any one time outstanding, when added to such
Lender's Swingline Exposure at such time and Revolving Credit Percentage of the
L/C Obligations then outstanding, does not exceed the amount of such Lender's
Revolving Credit Commitment. During the Revolving Credit Commitment Period the
Borrower may use the Revolving Credit Commitments by borrowing, prepaying and
reborrowing the Revolving Credit Loans in whole or in part, all in accordance
with the terms and conditions hereof. The Revolving Credit Loans may from time
to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with subsections 2.5 and
2.10, provided that no Revolving



                                                                              30

Credit Loan shall be made as a Eurodollar Loan after the day that is one month
prior to the Scheduled Revolving Credit Termination Date.

            (b) The Borrower shall repay all outstanding Revolving Credit Loans
on the Revolving Credit Termination Date and all outstanding Swingline Loans on
the earlier of the Revolving Credit Termination Date and the first date after
such Swingline Loan is made that is the 15th or last day of a calendar month and
is at least three Business Days after such Swingline Loan is made.

            (c) (i) Subject to the terms and conditions hereof, the Swingline
Lender agrees to make swingline loans ("Swingline Loans") to the Borrower from
time to time during the Revolving Credit Commitment Period in an aggregate
principal amount at any one time outstanding not to exceed $50,000,000, provided
that at no time may the Total Revolving Extensions of Credit exceed the
aggregate Revolving Credit Commitments. During the Revolving Credit Commitment
Period, the Borrower may use the Swingline Loan Commitment by borrowing,
prepaying, in whole or in part, and reborrowing the Swingline Loans, all in
accordance with the terms and conditions hereof. All Swingline Loans shall be
ABR Loans. The Borrower shall give the Swingline Lender irrevocable written (or
telephonic promptly confirmed in writing) notice (which notice must be received
by the Swingline Lender prior to 12:00 noon New York City time) on the requested
Borrowing Date specifying the amount of the requested Swingline Loan which shall
be in an aggregate minimum amount of $100,000, or a whole multiple of $25,000 in
excess thereof. Each such notice shall be given by the Borrower in the form of
Exhibit J. The proceeds of the Swingline Loan will be made available by the
Swingline Lender to the Borrower at the office of the Swingline Lender by 2:00
p.m. New York City time on the Borrowing Date by crediting the account of the
Borrower at such office with such proceeds. The Borrower may, at any time and
from time to time, prepay the Swingline Loans, in whole or in part, without
premium or penalty, by notifying the Swingline Lender prior to 12:00 noon New
York City time on any Business Day of the date and amount of prepayment. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $100,000, or a whole multiple of $25,000 in excess
thereof.

            (ii) The Swingline Lender, at any time in its sole and absolute
discretion, may, on behalf of the Borrower (which hereby irrevocably directs the
Swingline Lender to act on its behalf), and without regard to the minimum
amounts in subsection 2.5, request each Revolving Credit Lender including the
Swingline Lender to make a Revolving Credit Loan in an amount equal to such
Lender's Revolving Credit Percentage of the amount of the Swingline Loans
outstanding on the date such notice (a copy of which shall be provided to the
Borrower) is given (the "Refunded Swingline Loans"). Unless any of the events
described in paragraph (f) of Section 8 shall have occurred with respect to the
Borrower (in which event the procedures of subparagraph (iii) of this subsection
2.4(c) shall apply), each Revolving Credit Lender shall make the proceeds of its
Revolving Credit Loan available to the Administrative Agent for the account of
the Swingline Lender at the office of the Administrative Agent specified in
subsection 10.2 prior to 1:00 p.m. New York City time in immediately available
funds on the Business Day next succeeding the date such notice is given. The
proceeds of such Revolving Credit Loans shall be immediately applied to repay
the Refunded Swingline Loans. The Administrative Agent shall notify the Borrower
of any repayment of the Refunded Swingline Loans hereunder. Effective on the day
such Revolving Credit Loans are made, the portion of such Loans so paid shall no
longer be outstanding as Swingline Loans, shall no longer be due under any
Swingline Note and shall be Revolving Credit Loans made by the Revolving Credit
Lenders in accordance with their respective Revolving Credit Percentages. The
Borrower authorizes



                                                                              31

the Swingline Lender to charge its account with the Administrative Agent (up to
the amount available in each such account) upon any Refunded Swingline Loan
becoming due, after the expiration of any applicable cure period, in order to
immediately pay the amount of such Refunded Swingline Loan to the extent amounts
received from the Revolving Credit Lenders were not sufficient to repay in full
such Refunded Swingline Loan.

            (iii) If prior to the making of a Revolving Credit Loan pursuant to
subparagraph (ii) of this subsection 2.4(c) one of the events described in
paragraph (f) of Section 8 shall have occurred and be continuing with respect to
the Borrower, each Revolving Credit Lender will, on the date such Revolving
Credit Loan was to have been made pursuant to the notice in subsection
2.4(c)(ii), purchase an undivided participating interest in the Refunded
Swingline Loan in an amount equal to (i) its Revolving Credit Percentage times
(ii) the Refunded Swingline Loans. Each Revolving Credit Lender will immediately
transfer to the Swingline Lender, in immediately available funds, the amount of
its participation, and upon receipt thereof the Swingline Lender will deliver to
such Revolving Credit Lender a Swingline Loan Participation Certificate dated
the date of receipt of such funds and in such amount. The Administrative Agent
shall notify the Borrower of any participations in a Refunded Swingline Loan
acquired hereunder.

            (iv) Whenever, at any time after any Revolving Credit Lender has
purchased a participating interest in a Swingline Loan, the Swingline Lender
receives any payment on account thereof, the Swingline Lender will distribute to
such Revolving Credit Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Revolving Credit Lender's participating interest was
outstanding and funded); provided, however, that in the event that such payment
received by the Swingline Lender is required to be returned, such Revolving
Credit Lender will return to the Swingline Lender any portion thereof previously
distributed by the Swingline Lender to it.

            (v) Each Revolving Credit Lender's obligation to make the Loans
referred to in subsection 2.4(c)(ii) and to purchase participating interests
pursuant to subsection 2.4(c)(iii) shall be absolute and unconditional and shall
not be affected by any circumstance, including, without limitation, (A) any
set-off, counterclaim, recoupment, defense or other right which such Revolving
Credit Lender or the Borrower may have against the Swingline Lender, the
Borrower or any other Person for any reason whatsoever; (B) the occurrence or
continuance of a Default or an Event of Default; (C) any adverse change in the
condition (financial or otherwise) of the Borrower; (D) any breach of this
Agreement or any other Loan Document by the Borrower or any of its Subsidiaries
or any other Lender; or (E) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

            (d) The Borrower and all or certain of the Lenders may from time to
time agree that such Lenders shall become Incremental Lenders under an
Incremental Revolving Facility or increase the principal amount of their
Incremental Revolving Loans under any Incremental Revolving Facility by
executing and delivering to the Administrative Agent an Incremental Revolving
Activation Notice specifying (i) the respective Incremental Revolving Loan
Amount of such Incremental Lenders, (ii) the applicable Incremental Revolving
Loan Closing Date, (iii) the applicable Incremental Revolving Loan Maturity Date
and (iv) the Applicable Margin and the Commitment Fee Rate for the Incremental
Revolving Loans and the unused Incremental Revolving Loan Amount to be made
available pursuant to such Incremental Revolving Loan Activation Notice, and
which shall be otherwise duly completed. Each Incremental Lender that is a
signatory to an Incremental Revolving Loan Activation Notice severally agrees,
on the terms and conditions of this Agreement, to make



                                                                              32

revolving credit loans (each, an "Incremental Revolving Loan") to the Borrower
from time to time on or after the Incremental Revolving Loan Closing Date
specified in such Incremental Revolving Loan Activation Notice in an aggregate
principal amount outstanding at any time up to but not exceeding the amount of
the Incremental Revolving Loan Amount of such Incremental Lender specified in
such Incremental Revolving Loan Activation Notice. Subject to the terms and
conditions of this Agreement, the Borrower may convert Incremental Revolving
Loans to another Type (as provided in subsection 2.10) or continue Incremental
Revolving Loans of one Type as Incremental Revolving Loans of the same Type (as
provided in subsection 2.10). The Borrower may use the Incremental Revolving
Loan Amounts by borrowing, prepaying and reborrowing the Incremental Revolving
Loans in whole or in part, all in accordance with the terms and conditions
hereof. Nothing in this subsection 2.4(d) shall be construed to obligate any
Lender to execute an Incremental Revolving Loan Activation Notice.
Notwithstanding the foregoing, the aggregate amount of Incremental Revolving
Loan Amounts available under all Incremental Revolving Loan Facilities, together
with the aggregate amount of Incremental Term Loans outstanding under all
Incremental Term Loan Facilities, shall at no time exceed $350,000,000. An
Incremental Revolving Loan Facility may take the form of an increase to the
Revolving Credit Facility or any other Incremental Revolving Loan Facility and,
if so, shall be treated thereunder accordingly and the Administrative Agent may
specify procedures as reasonably determined by it to effect an incorporation of
such Incremental Revolving Loan Facility therein. Letters of Credit and
Swingline Loans shall not be made under any Incremental Revolving Loan Facility
which is not incorporated in the Revolving Credit Facility.

            (e) The Borrower shall give the Administrative Agent irrevocable
written (or telephonic promptly confirmed in writing) notice of each borrowing
of Incremental Revolving Loans under any Incremental Revolving Facility which is
not incorporated in the Revolving Credit Facility (which notice must be received
by the Administrative Agent prior to 12:00 Noon, New York City time, (i) three
Business Days prior to the requested Borrowing Date, in the case of Eurodollar
Loans, or (ii) one Business Day prior to the requested Borrowing Date, in the
case of ABR Loans), specifying (A) the amount and Type of Incremental Revolving
Loan to be borrowed, (B) the requested Borrowing Date and (C) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the
respective lengths of the initial Interest Period therefor. Each such notice
shall be given by the Borrower in the form of Exhibit J. Each borrowing under
any Incremental Revolving Loan Facility shall be in an amount equal to (x) in
the case of ABR Loans, $1,000,000 or a whole multiple of $100,000 in excess
thereof (or, if the then aggregate available Incremental Revolving Loan Amounts
are less than $1,000,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $5,000,000 or a whole multiple of $100,000 in excess thereof. Upon
receipt of any such notice with respect to an Incremental Revolving Loan
Facility from the Borrower, the Administrative Agent shall promptly notify each
relevant Incremental Lender thereof. Each relevant Incremental Lender will make
its respective Incremental Revolving Loan available to the Administrative Agent
for the account of the Borrower at the office of the Administrative Agent
specified in subsection 10.2 prior to 12:00 Noon, New York City time, on the
Borrowing Date requested by the Borrower in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the Borrower
by the Administrative Agent crediting the account of the Borrower on the books
of such office with the aggregate of the amounts made available to the
Administrative Agent by the applicable Lenders and in like funds as received by
the Administrative Agent. The provisions of the paragraph shall be subject to
any applicable limitations or requirements in the relevant Incremental Revolving
Loan Activation Notice.

            (f) No Lender shall at any time be required to agree to a request of
the Borrower to increase its Revolving Credit Commitment hereunder.



                                                                              33

            (g) On the date any increase in the aggregate Revolving Credit
Commitments becomes effective pursuant to this subsection 2.4, (i) the Borrower
agrees to prepay any outstanding Revolving Credit Loans with the proceeds of new
Revolving Credit Loans in order to make the then outstanding Revolving Credit
Loans ratable in accordance with the then effective Revolving Credit Commitments
and (ii) the participating interests in the then outstanding Letters of Credit
shall be deemed to be reallocated among the Revolving Credit Lenders in order to
make the participating interests in each such Letter of Credit ratable in
accordance with the then effective Revolving Credit Commitments (and interest
and letter of credit commissions for any relevant period shall be paid to the
Revolving Credit Lenders based on the allocation set forth in this paragraph).

            2.5 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable written (or telephonic promptly confirmed in
writing) notice (which notice must be received by the Administrative Agent prior
to 12:00 Noon, New York City time, (a) three Business Days prior to the
requested Borrowing Date, in the case of Eurodollar Loans, or (b) one Business
Day prior to the requested Borrowing Date, in the case of ABR Loans), specifying
(i) the amount and Type of Revolving Credit Loans to be borrowed, (ii) the
requested Borrowing Date and (iii) in the case of Eurodollar Loans, the
respective amounts of each such Type of Loan and the respective lengths of the
initial Interest Period therefor. Each such notice shall be given by the
Borrower in the form of Exhibit J. Each borrowing under the Revolving Credit
Commitments shall be in an amount equal to (A) in the case of ABR Loans,
$1,000,000 or a whole multiple of $100,000 in excess thereof (or, if the then
aggregate Available Revolving Credit Commitments are less than $1,000,000, such
lesser amount) and (B) in the case of Eurodollar Loans, $5,000,000 or a whole
multiple of $100,000 in excess thereof. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Revolving Credit
Lender thereof. Each Revolving Credit Lender will make the amount of its pro
rata share of each borrowing available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent specified in
subsection 10.2 prior to 12:00 Noon, New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of such
office with the aggregate of the amounts made available to the Administrative
Agent by the Revolving Credit Lenders and in like funds as received by the
Administrative Agent.



                                                                              34

            2.6 Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender and each
Incremental Lender with an Incremental Revolving Loan Amount a commitment fee
for the period from and including the Effective Date or the date of the
Incremental Revolving Loan Activation Notice with respect thereto to the last
day of the Revolving Credit Commitment Period or the commitment period with
respect thereto, computed at the Commitment Fee Rate on the average daily amount
of the Available Revolving Credit Commitment of such Lender or of the unused
Incremental Revolving Loan Amount, as the case may be, during the period for
which payment is made, payable quarterly in arrears on each Fee Payment Date,
commencing on the first Fee Payment Date to occur after the Effective Date or
the date of the Incremental Revolving Loan Activation Notice, as the case may
be. For purposes of calculating commitment fees under this subsection 2.6(a)
only, no portion of the Revolving Credit Commitments shall be deemed utilized as
a result of outstanding Swingline Loans (other than Refunded Swingline Loans).

            (b) The Borrower agrees to pay the Administrative Agent and the
Joint Lead Arrangers the fees in the amounts and on the dates agreed to in
writing by the Borrower and the Administrative Agent and Joint Lead Arrangers.

            2.7 Termination or Reduction of Commitments. (a) The Tranche A Term
Loan Commitments shall be automatically and permanently terminated at 5:00 p.m.,
New York City time, on the Effective Date. The Revolving Credit Commitments
shall be automatically and permanently terminated at 5:00 p.m., New York City
time, on the Revolving Credit Termination Date.

            (b) The Borrower shall have the right, upon not less than three
Business Days' notice to the Administrative Agent, to terminate the Revolving
Credit Commitments or any Incremental Revolving Loan Amounts or, from time to
time, to reduce the amount thereof, provided that (i) no such termination or
reduction with respect to Revolving Credit Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Swingline Loans and
the Revolving Credit Loans made on the effective date thereof, the Total
Revolving Extensions of Credit would exceed the Revolving Credit Commitments
then in effect and (ii) no such termination or reduction of with respect to any
Incremental Revolving Loan Amount shall result in the aggregate outstanding
principal amount of the related Incremental Revolving Loans being greater than
such Incremental Revolving Loan Amount as so reduced or terminated. Any
reduction pursuant to this subsection 2.7(b) shall be in an amount equal to
$1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce
permanently the Revolving Credit Commitments then in effect or the Incremental
Revolving Loan Amount then in effect, as the case may be. Upon receipt of any
notice pursuant to this subsection 2.7(b), the Administrative Agent shall
promptly notify each Revolving Credit Lender, each affected Incremental Lender,
and the Swingline Lender, as applicable, of the contents thereof.

            (c) Each notice of termination or reduction delivered by the
Borrower or the Permitted Borrower under this subsection 2.7 shall be
irrevocable, provided that any such notice may state that such notice is
conditioned upon effectiveness of other financing, in which case such notice may
be revoked by the Borrower or the Permitted Borrower, as applicable, by notice
to the Administrative Agent on or prior to the specified effective date if such
condition is not satisfied.

            2.8 Optional Prepayments. The Borrower or the Permitted Borrower, in
the case of the Term Loans, may at any time and from time to time prepay its
Loans, in whole or in part, without premium or penalty, upon written (or
telephonic promptly confirmed in writing) notice delivered to the Administrative
Agent at least three Business Days prior thereto in the case of Eurodollar Loans



                                                                              35

and at least one Business Day prior thereto in the case of ABR Loans, which
notice shall specify the date and amount of prepayment and whether the
prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if
of a combination thereof, the amount allocable to each, provided that if a
Eurodollar Loan is prepaid on any day other than the last day of the Interest
Period applicable thereto, the Borrower or the Permitted Borrower, as
applicable, shall also pay any amounts owing pursuant to subsection 2.18. Each
notice of prepayment delivered by the Borrower or the Permitted Borrower under
this subsection 2.8 shall be irrevocable, provided that any such notice may
state that such notice is conditioned upon effectiveness of other financing, in
which case such notice may be revoked by the Borrower or the Permitted Borrower,
as applicable, by notice to the Administrative Agent on or prior to the
specified effective date if such condition is not satisfied. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof. If any such notice is given (and not revoked), the amount specified in
such notice shall be due and payable on the date specified therein. Amounts
prepaid on account of the Term Loans may not be reborrowed. Partial prepayments
of Eurodollar Loans shall be in an aggregate principal amount of $5,000,000 or a
whole multiple of $100,000 in excess thereof. Partial prepayments of ABR Loans
(other than Swingline Loans) shall be in an aggregate principal amount of
$1,000,000 or a whole multiple of $100,000 thereof. Optional prepayments on
account of the Term Loans shall be allocated among the Term Loans under the
Tranche A Term Loan Facility and any Incremental Term Loan Facilities ratably
based on the outstanding principal amount of the Term Loans under each such
Facility and applied to the then remaining installments under each such Facility
in accordance with subsection 2.15(d). Any optional prepayment of the Tranche A
Term Loans will be allocated by the Borrower between the Tranche A Term Loans
made to the Borrower and the Tranche A Term Loans made to the Permitted Borrower
as directed by the Borrower in a notice to the Administrative Agent prior to any
such prepayment.

            2.9 Mandatory Prepayments. (a) If on any date the Borrower or any of
its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery
Event then (i) unless a Reinvestment Notice shall be delivered in respect
thereof, the Adjusted Net Cash Proceeds (if any) with respect to such Asset Sale
or Recovery Event shall be applied, within five Business Days after such date,
toward the prepayment of the Term Loans, and (ii) if a Reinvestment Notice shall
have been delivered in respect thereof, on the applicable Reinvestment
Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with
respect to the relevant Reinvestment Event shall be applied toward the
prepayment of the Term Loans.

            (b) Prepayments of the Term Loans required by the provisions of this
subsection 2.9 shall be applied to the prepayment of the Incremental Term Loans
and the Tranche A Term Loans ratably based on the principal amount of the Term
Loans outstanding under each such Facility in accordance with subsection
2.15(d). Prepayments of the Term Loans will be allocated to the Term Loans made
to the Borrower and to the Term Loans made to the Permitted Borrower as directed
by the Borrower in a notice to the Administrative Agent prior to any such
prepayment. The Administrative Agent shall promptly notify each Term Loan Lender
of such direction.

            (c) The application of any prepayment pursuant to this subsection
2.9 shall be made first to ABR Loans and second to Eurodollar Loans. Amounts
prepaid on account of the Term Loans may not be reborrowed. In no event shall
any prepayment required pursuant to this subsection 2.9 result in the reduction
of the permitted aggregate amount of the Incremental Term Loan Facilities and
the Incremental Revolving Loan Facilities or in the aggregate Revolving Credit
Commitments.



                                                                              36

            (d) Notwithstanding the foregoing provisions of this subsection 2.9,
if at any time the mandatory prepayment of any Loans pursuant to this Agreement
would result, after giving effect to the procedures set forth in this Agreement,
in the Borrower or the Permitted Borrower, as the case may be, incurring costs
under subsection 2.16, 2.17 or 2.18 as a result of Eurodollar Loans ("Affected
Eurodollar Loans") being prepaid other than on the last day of an Interest
Period applicable thereto, which costs are required to be paid pursuant to
subsection 2.18, then, the Borrower or the Permitted Borrower, as the case may
be, may, in its sole discretion, initially deposit a portion (up to 100%) of the
amounts that otherwise would have been paid in respect of the Affected
Eurodollar Loans with the Administrative Agent (which deposit must be equal in
amount to the amount of the Affected Eurodollar Loans not immediately prepaid)
to be held as security for the obligations of the Borrower or the Permitted
Borrower, as the case may be, to make such mandatory prepayment pursuant to a
cash collateral agreement to be entered into in form and substance reasonably
satisfactory to the Administrative Agent, with such cash collateral to be
directly applied upon the first occurrence (or occurrences) thereafter of the
last day of an Interest Period applicable to the relevant Loan that is a
Eurodollar Loan (or such earlier date or dates as shall be requested by the
Borrower or the Permitted Borrower, as the case may be), to repay an aggregate
principal amount of such Loan equal to the Affected Eurodollar Loans not
initially repaid pursuant to this sentence.

            2.10 Conversion and Continuation Options. (a) The Borrower and the
Permitted Borrower may elect from time to time to convert Eurodollar Loans to
ABR Loans by giving the Administrative Agent at least one Business Day's prior
irrevocable written (or telephonic promptly confirmed in writing) notice of such
election (but no later than 12:00 Noon, New York City time on the Business Day
immediately prior to such election), provided that unless the Borrower or
Permitted Borrower, as applicable, elects to deposit with the Administrative
Agent the amount of any breakage costs and other Eurodollar Loans related costs
to be incurred by the Borrower or Permitted Borrower under this Agreement with
respect to any prepayment or conversion of such Eurodollar Loans prior to the
end of an Interest Period, any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
and the Permitted Borrower may elect from time to time to convert ABR Loans to
Eurodollar Loans by giving the Administrative Agent at least three Business
Days' prior irrevocable written (or telephonic promptly confirmed in writing)
notice of such election by 12:00 Noon, New York City time (which notice shall
specify the length of the initial Interest Period therefor), provided that no
ABR Loan may be converted into a Eurodollar Loan (i) when any Event of Default
has occurred and is continuing and the Administrative Agent or the Required
Lenders have determined that such a conversion is not appropriate or (ii) after
the date that is one month prior to the final scheduled termination or maturity
date of such Facility. Upon receipt of any such notice the Administrative Agent
shall promptly notify each relevant Lender thereof.

            (b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower or
Permitted Borrower giving irrevocable notice to the Administrative Agent, in
accordance with the applicable provisions of the term "Interest Period" set
forth in subsection 1.1, of the length of the next Interest Period to be
applicable to such Loans, provided that no Eurodollar Loan may be continued as
such (i) when any Event of Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined that such a
continuation is not appropriate or (ii) after the date that is one month prior
to the final scheduled termination or maturity date of any Facility, and
provided further that if the Borrower or Permitted Borrower shall fail to give
any required notice as described above in this paragraph or if such continuation
is not permitted pursuant to the preceding proviso such Eurodollar Loans shall
be automatically converted to ABR Loans on the last day of such then



                                                                              37

expiring Interest Period. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.

            2.11 Minimum Amounts and Maximum Number of Eurodollar Tranches.
Notwithstanding anything to the contrary in this Agreement, all borrowings,
conversions, continuations and optional prepayments of Eurodollar Loans
hereunder and all selections of Interest Periods hereunder shall be in such
amounts and be made pursuant to such elections so that, after giving effect
thereto, (a) the aggregate principal amount of the Eurodollar Loans comprising
each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of
$100,000 in excess thereof, (b) no more than eight Eurodollar Tranches under a
particular Facility shall be outstanding at any one time and (c) no more than 12
Eurodollar Tranches in the aggregate shall be outstanding at any one time.

            2.12 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

            (c) Upon the occurrence and during the continuance of an Event of
Default under subsection 8(a), (i) all outstanding Loans and any overdue amounts
hereunder shall bear interest at a rate per annum which is (A) in the case of
overdue principal of any Loan, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this subsection 2.12 plus 2% or
(B) in the case of overdue Reimbursement Obligations, interest, commitment fees
or other amounts, the rate applicable to ABR Loans under the relevant Facility
plus 2% (or, in the case of any such other amounts that do not relate to a
particular Facility, the rate applicable to ABR Loans under the Revolving Credit
Facility plus 2%), in each case, with respect to clauses (i) and (ii) above,
from the date of such non-payment until such amount is paid in full (after
judgment as well as before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this
subsection 2.12 shall be payable from time to time on demand.

            2.13 Computation of Interest and Fees. (a) Interest, fees and other
amounts payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to ABR Loans the
rate of interest on which is calculated on the basis of the Prime Rate, the
interest thereon shall be calculated on the basis of a 365- (or 366-, as the
case may be) day year for the actual days elapsed. The Administrative Agent
shall as soon as practicable notify the Borrower, the Permitted Borrower and the
relevant Lenders of each determination of a Eurodollar Rate. Any change in the
interest rate on a Loan resulting from a change in the ABR or the Eurocurrency
Reserve Requirements shall become effective as of the opening of business on the
day on which such change becomes effective. The Administrative Agent shall as
soon as practicable notify the Borrower, the Permitted Borrower and the relevant
Lenders of the effective date and the amount of each such change in interest
rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower, the Permitted



                                                                              38

Borrower and the Lenders in the absence of manifest error. The Administrative
Agent shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Administrative Agent in determining any
interest rate pursuant to subsections 2.12.

            2.14 Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

            (a) the Administrative Agent shall have determined (which
determination, absent manifest error, shall be conclusive and binding upon the
Borrower and the Permitted Borrower) that, by reason of circumstances affecting
the relevant market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for such Interest Period, or

            (b) the Administrative Agent shall have received notice from the
Required Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower, the Permitted Borrower and the relevant Lenders as soon as practicable
thereafter. If such notice is given (x) any Eurodollar Loans requested to be
made on the first day of such Interest Period shall be made as ABR Loans, (y)
any Loans that were to have been converted on the first day of such Interest
Period to Eurodollar Loans shall be continued as ABR Loans and (z) any
outstanding Eurodollar Loans shall be converted to ABR Loans on the last day of
the Interest Period applicable thereto. Until such notice has been withdrawn by
the Administrative Agent (which the Administrative Agent agrees to do when the
circumstances that prompted delivery of such notice no longer exist), no further
Eurodollar Loans under the relevant Facility shall be made or continued as such,
nor shall the Borrower or the Permitted Borrower have the right to convert Loans
under the relevant Facility to Eurodollar Loans.

            2.15 Pro Rata Treatment and Payments.(a) (a) Each borrowing by the
Borrower, or in the case of the Tranche A Term Loan Facility or an Incremental
Term Loan Facility, the Permitted Borrower, from the Lenders hereunder, each
payment on account of any commitment fee, letter of credit fee, interest or
principal and any reduction of any of the commitments of the Lenders shall be
made, with regard to the applicable Facility, pro rata according to the
respective Tranche A Term Loan Percentages, Incremental Term Loan Percentages,
Revolving Credit Percentages, or Incremental Revolving Loan Percentages, as the
case may be, of the relevant Lenders.

            (b) Whenever (i) any payment received by the Administrative Agent
under this Agreement or any Note or (ii) any other amounts received by the
Administrative Agent for or on behalf of the Borrower or, as the case may be,
the Permitted Borrower (including, without limitation, proceeds of collateral or
payments under any guarantee) is insufficient to pay in full all amounts then
due and payable to the Administrative Agent and the Lenders under this Agreement
and any Note, such payment shall be distributed by the Administrative Agent and
applied by the Administrative Agent and the Lenders in the following order:
first, to the payment of fees and expenses due and payable to the Administrative
Agent under and in connection with this Agreement; second, to the payment of all
expenses due and payable under subsection 10.5, ratably among the Administrative
Agent and the Lenders in accordance with the aggregate amount of such payments
owed to the Administrative Agent and each such Lender; third, to the payment of
fees due and payable under subsections 2.6 and 3.3, ratably among the Revolving
Credit Lenders in accordance with the



                                                                              39

Revolving Credit Commitment of each Revolving Credit Lender, the Tranche A Term
Loan Lenders in accordance with the Tranche A Term Loan Commitments of each
Tranche A Term Loan Lender, the Incremental Lenders in accordance with the
Incremental Term Loan Amounts and Incremental Revolving Loan Amounts of each
Incremental Lender and, in the case of the Issuing Lenders, the amount retained
by each Issuing Lender for its own account pursuant to subsection 3.3(a);
fourth, to the payment of interest then due and payable under the Loans, ratably
in accordance with the aggregate amount of interest owed to each such Lender;
and fifth, to the payment of the principal amount of the Loans and the L/C
Obligations then due and payable and, in the case of proceeds of collateral or
payments under any guarantee, to the payment of any other obligations to any
Lender not covered in first through fourth above ratably secured by such
collateral or ratably guaranteed under any such guarantee, ratably among the
Lenders in accordance with the aggregate principal amount and, in the case of
proceeds of collateral or payments under any guarantee, the obligations secured
or guaranteed thereby owed to each such Lender.

            (c) If any Revolving Credit Lender or Incremental Lender with an
Incremental Revolving Loan Amount (each, a "Non-Funding Lender") has (x) failed
to make a Revolving Credit Loan or Incremental Revolving Loan required to be
made by it hereunder, and the Administrative Agent has determined that such
Revolving Credit Lender is not likely to make such Revolving Credit Loan or
Incremental Revolving Loan, as the case may be, or (y) given notice to the
Borrower or the Administrative Agent that it will not make, or that it has
disaffirmed or repudiated any obligation to make, any Revolving Credit Loans or
any Incremental Revolving Loans, in each case by reason of the provisions of the
Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended,
or otherwise, any payment made on account of the principal of the Revolving
Credit Loans or Incremental Revolving Loans outstanding shall be made as
follows:

            (i) with respect to Revolving Credit Loans or Incremental Revolving
Credit Loans, in the case of any such payment made on any date when and to the
extent that, in the determination of the Administrative Agent, the Borrower
would be able, under the terms and conditions hereof, to reborrow the amount of
such payment under the Revolving Credit Commitments or Incremental Revolving
Loan Amounts and to satisfy any applicable conditions precedent set forth in
subsection 5.2 to such reborrowing, such payment shall be made on account of the
outstanding Revolving Credit Loans or Incremental Revolving Credit Loans held by
the Revolving Credit Lenders other than the Non-Funding Lender pro rata
according to the respective outstanding principal amounts of the Revolving
Credit Loans of such Revolving Credit Lenders or of the Incremental Revolving
Loans of such Incremental Lender, as the case may be;

            (ii) otherwise, such payment shall be made on account of the
outstanding Revolving Credit Loans held by the Revolving Credit Lenders or the
Incremental Revolving Loans held by the Incremental Lender, as the case may be,
pro rata according to the respective outstanding principal amounts of such
Revolving Credit Loans or such Incremental Revolving Loans, as the case may be;
and

            (iii) any payment made on account of interest on the Revolving
Credit Loans or the Incremental Revolving Loans, as the case may be, shall be
made pro rata according to the respective amounts of accrued and unpaid interest
due and payable on the Revolving Credit Loans or the Incremental Revolving
Loans, as the case may be, with respect to which such payment is being made.



                                                                              40

The Borrower agrees to give the Administrative Agent such assistance in making
any determination pursuant to this paragraph as the Administrative Agent may
reasonably request. Any such determination by the Administrative Agent shall be
conclusive and binding on the Lenders.

            (d) Subject to subsection 2.15(b), subsection 2.8 and subsection
2.9(b), each payment (including each prepayment) on account of principal of and
interest on the Tranche A Term Loans and Incremental Term Loans made to the
Borrower, and each payment (including each prepayment) on account of principal
of and interest on the Tranche A Term Loans or any Incremental Term Loans made
to the Permitted Borrower shall be made to the applicable Lenders pro rata
according to the respective outstanding principal amounts of the applicable Term
Loans then held by the applicable Lenders. The amount of each payment on account
of principal of the Tranche A Term Loans or Incremental Term Loans made to the
Borrower or the Permitted Borrower shall be applied to reduce the then remaining
installments of such Tranche A Term Loans or Incremental Term Loans pro rata
based upon the respective then remaining principal amounts thereof.

            (e) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Credit Loans or any
Incremental Revolving Loans shall be made pro rata according to the respective
outstanding principal amounts of the Revolving Credit Loans or such Incremental
Revolving Loans then held by the applicable Lenders (subject to subsection
2.4(g)).

            (f) All payments (including prepayments) to be made hereunder,
whether on account of principal, interest, fees or otherwise, shall be made
without setoff or counterclaim and shall be made prior to 2:00 P.M., New York
City time, on the due date thereof to the Administrative Agent, for the account
of the Lenders, at the Administrative Agent's office specified in subsection
10.2, in Dollars and in immediately available funds. Payments received by the
Administrative Agent after such time shall be deemed to have been received on
the next Business Day. The Administrative Agent shall distribute such payments
to the Lenders promptly upon receipt in like funds as received. If any payment
hereunder becomes due and payable on a day other than a Business Day, such
payment shall be extended to the next succeeding Business Day (except, in the
case of Eurodollar Loans, as otherwise provided in clause (i) of the definition
of "Interest Period"). In the case of any extension of any payment of principal
pursuant to the preceding sentence, interest thereon shall be payable at the
then applicable rate during such extension.

            (g) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a Borrowing Date that such Lender will not make
the amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the greater of the daily average Federal Funds Effective Rate and
a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation for the period until such Lender makes
such amount immediately available to the Administrative Agent. A certificate of
the Administrative Agent submitted to any Lender with respect to any amounts
owing under this subsection 2.15(g) shall be conclusive in the absence of
manifest error. If such Lender's share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at



                                                                              41

the rate per annum applicable to ABR Loans under the relevant Facility, on
demand, from the Borrower. The failure of any Lender to make any Loan to be made
by it shall not relieve any other Lender of its obligation, if any, hereunder to
make its Loan on such Borrowing Date, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
such Borrowing Date.

            2.16 Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the Effective Date:

            (i) shall subject any Lender to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any Application or any
Eurodollar Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for (A) Non-Excluded Taxes covered by
subsection 2.17 and (B) the establishment of a tax based on the net income of
such Lender and changes in the rate of tax on the net income of such Lender, or
any franchise taxes, or any branch profits imposed on such Lender);

            (ii) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any office of
such Lender which is not otherwise included in the determination of the
Eurodollar Rate hereunder; or

            (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable, provided that before making
any such demand, each Lender agrees to use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions and so long as such
efforts would not be disadvantageous to it, in its reasonable discretion, in any
legal, economic or regulatory manner) to designate a different Eurodollar
lending office if the making of such designation would allow the Lender or its
Eurodollar lending office to continue to perform its obligations to make
Eurodollar Loans or to continue to fund or maintain Eurodollar Loans and avoid
the need for, or materially reduce the amount of, such increased cost. If any
Lender becomes entitled to claim any additional amounts pursuant to this
subsection 2.16, it shall promptly notify the Borrower or the Permitted
Borrower, as the case may be, through the Administrative Agent, of the event by
reason of which it has become so entitled. If the Borrower or the Permitted
Borrower notifies the Administrative Agent within ten Business Days after any
Lender notifies the Borrower or the Permitted Borrower of any increased cost
pursuant to the foregoing provisions of this subsection 2.16(a), the Borrower or
the Permitted Borrower may convert all Eurodollar Loans of such Lender then
outstanding into ABR Loans in accordance with subsection 2.10 and shall,
additionally, reimburse such Lender for any cost in accordance with subsection
2.18.



                                                                              42

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the Effective Date shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender, to the Borrower or the Permitted Borrower, through
the Administrative Agent, of a written request therefor, the Borrower or the
Permitted Borrower shall pay to such Lender such additional amount or amounts as
will compensate such Lender or such corporation for such reduction.

            (c) A certificate as to any additional amounts payable pursuant to
this subsection 2.16, showing in reasonable detail the calculation thereof and
certifying that it is generally charging such costs to other similarly situated
borrowers under similar credit facilities, submitted by any Lender through the
Administrative Agent shall be conclusive in the absence of manifest error,
provided that the determination of such amounts shall be made in good faith in a
manner generally consistent with such Lender's standard practices. The
obligations of the Borrower and the Permitted Borrower pursuant to this
subsection 2.16 shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder for a period of nine months
thereafter.

            2.17 Taxes. (a) Except as provided below in this subsection, all
payments made by the Borrower or Permitted Borrower, as the case may be, under
this Agreement shall be made free and clear of, and without deduction or
withholding for or on account of, any present or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now
or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding income taxes (including alternative minimum
taxes), franchise taxes (imposed on or measured by net income), and taxes
imposed on branch profits imposed on the Administrative Agent or any Lender as a
result of a present or former connection between the Administrative Agent or
such Lender and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts
payable to the Administrative Agent or any Lender hereunder, the amounts so
payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Agreement; provided,
however, that the Borrower or Permitted Borrower, as the case may be, shall be
entitled to deduct and withhold any Non-Excluded Taxes and shall not be required
to increase any such amounts payable to any Lender that is not organized under
the laws of the United States of America or a state thereof to the extent such
Lender's compliance with the requirements of subsection 2.17(b) at the time such
Lender becomes a party to this Agreement fails to establish a complete exemption
from such withholding or to the extent such failure to establish a complete
exemption from such withholding thereafter is attributable to the actions or
omissions of such Lender. Whenever any Non-Excluded Taxes are payable by the
Borrower or Permitted Borrower, as the case may be, as promptly as possible
thereafter the Borrower



                                                                              43

or Permitted Borrower shall send to the Administrative Agent for its own account
or for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by the Borrower or Permitted Borrower showing
payment thereof. If the Borrower or Permitted Borrower, as the case may be,
fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority
(except when such failure results from act or omission of a Lender) or fails to
remit to the Administrative Agent the required receipts or other required
documentary evidence, the Borrower shall indemnify the Administrative Agent and
the Lenders for any incremental taxes, interest or penalties that may become
payable by the Administrative Agent or any Lender as a result of any such
failure. The agreements in this subsection 2.17 shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder for a period of nine months thereafter.

            (b) Each Lender (or Transferee) that is not a United States person
within the meaning of Section 7701(a)(30) of the Code (a "Non-U.S. Lender")
shall deliver to the Borrower, the Permitted Borrower and the Administrative
Agent (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) three copies of either U.S. Internal
Revenue Service Form W-8ECI or Form W-8BEN, or, in the case of a Non-U.S. Lender
claiming exemption from U.S. federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form
W-8BEN, or any subsequent versions thereof or successors thereto (and, if such
Non-U.S. Lender delivers a Form W-8BEN, an annual certificate representing,
under penalty of perjury, that such Non-U.S. Lender is not a "bank" for purposes
of Section 881(c) of the Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code)), properly completed and duly executed by such
Non-U. S. Lender claiming complete exemption from, or a reduced rate of, U.S.
federal withholding tax on all payments by the Borrower or the Permitted
Borrower, as the case may be, under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non U.S. Lender shall deliver such forms on or before the
expiration or obsolescence and promptly upon the invalidity of any form
previously delivered by such Non-U.S. Lender and after the occurrence of any
event requiring a change in the most recently provided form and, if necessary,
obtain any extensions of time reasonably requested by the Borrower, the
Permitted Borrower or the Administrative Agent for filing and completing such
forms. Each Non-U.S. Lender (and, if applicable, any other Lender or Transferee)
agrees, to the extent legally entitled to do so, upon reasonable request by the
Borrower, to provide to the Borrower or the Permitted Borrower, as the case may
be, (for the benefit of the Borrower, the Permitted Borrower and the
Administrative Agent) such other forms as may be reasonably required in order to
establish the legal entitlement of such Lender to an exemption from withholding
with respect to payments of interest under this Agreement or the other Loan
Documents. Each Non-U.S. Lender shall promptly notify the Borrower or the
Permitted Borrower at any time it determines that it is no longer in a position
to provide any previously delivered certificate to the Borrower or the Permitted
Borrower, as the case may be (or any other form of certification adopted by the
U.S. taxing authorities for such purpose). Notwithstanding any other provision
of this subsection 2.17(b), a Non-U.S. Lender shall not be required to deliver
any form pursuant to this subsection 2.17(b) that such Non-U.S. Lender is not
legally able to deliver. If the Administrative Agent or any Lender (or
Transferee) receives a refund in respect of Non-Excluded Taxes paid by the
Borrower or the Permitted Borrower, as the case may be, it shall promptly pay
such refund, together with any other amounts paid by the Borrower or the
Permitted Borrower, as the case may be, in connection with such refunded
Non-Excluded Taxes, to



                                                                              44

the Borrower or the Permitted Borrower, as the case may be, net of all
out-of-pocket expenses of such Lender incurred in obtaining such refund,
provided that the Borrower or the Permitted Borrower, as the case may be, agrees
to promptly return such refund to the Administrative Agent or the applicable
Lender if it receives notices from the Administrative Agent or applicable Lender
that such Administrative Agent or Lender is required to repay such refund.

            2.18 Indemnity. The Borrower or the Permitted Borrower, as
applicable, agrees to indemnify each Lender and to hold each Lender harmless
from any loss (excluding loss of profit) or expense which such Lender actually
incurs as a consequence of (a) withdrawal of notice given by the Borrower or the
Permitted Borrower in making a borrowing of, conversion into or continuation of
Eurodollar Loans after the Borrower or the Permitted Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
failure by the Borrower or the Permitted Borrower to make any prepayment of a
Eurodollar Loan after the Borrower has given a notice thereof in accordance with
the provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. A certificate as to any amounts payable pursuant to this subsection
2.18, showing in reasonable detail the calculation thereof, submitted to the
Borrower or the Permitted Borrower, as applicable, by any Lender shall be
conclusive in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder for a period of one month thereafter.

            2.19 Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of subsection 2.16 or
2.17(a) with respect to such Lender, it will, if requested by the Borrower (for
itself or on behalf of the Permitted Borrower), use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending
office for any Loans affected by such event with the object of avoiding the
consequences of such event, provided that such designation is made on terms that
in the reasonable judgment of such Lender, cause such Lender and its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided
further that nothing in this subsection 2.19 shall affect or postpone any of the
obligations of the Borrower or the Permitted Borrower or the rights of any
Lender pursuant to subsection 2.16 or 2.17(a).

            2.20 Replacement of Lenders under Certain Circumstances. If at any
time (a) the Borrower or the Permitted Borrower, as the case may be, becomes
obligated to pay additional amounts described in subsection 2.16 or 2.17 as a
result of any condition described in such subsections or any Lender ceases to
make Eurodollar Loans pursuant to subsection 2.16, (b) any Lender becomes
insolvent and its assets become subject to a receiver, liquidator, trustee,
custodian or other Person having similar powers, (c) any Lender becomes a
"Non-Consenting Lender" (as defined below in this subsection 2.20) or (d) any
Lender becomes a "Non-Funding Lender", then the Borrower may, on ten Business
Days' prior written notice to the Administrative Agent and such


                                                                              45

Lender, replace such Lender by causing such Lender to (and such Lender shall be
obligated to) assign pursuant to subsection 10.6(b) all of its rights and
obligations under this Agreement to a Lender or other entity selected by the
Borrower and reasonably acceptable to the Administrative Agent (and in the case
of Revolving Credit Commitments or Revolving Loans, reasonably acceptable to the
Issuing Lender and the Swingline Lender) for a purchase price equal to the
outstanding principal amount of such Lender's Loans and all accrued interest and
fees and other amounts payable hereunder (including amounts payable under
subsection 2.18 as though such Loans were being paid instead of being
purchased), provided that (i) neither the Administrative Agent nor any Lender
shall have any obligation to the Borrower or the Permitted Borrower, as the case
may be, to find a replacement Lender or other such entity, (ii) in the event of
a replacement of a Non-Consenting Lender or a Lender to which the Borrower or
the Permitted Borrower, as the case may be, becomes obligated to pay additional
amounts pursuant to clause (a) of this subsection 2.20, in order for the
Borrower to be entitled to replace such a Lender, such replacement must take
place no later than 180 days after (A) the date the Non-Consenting Lender shall
have notified the Borrower and the Administrative Agent of its failure to agree
to any requested consent, waiver or amendment or (B) the Lender shall have
demanded payment of additional amounts under one of the subsections described in
clause (a) of this subsection 2.20, as the case may be, and (iii) in no event
shall the Lender hereby replaced be required to pay or surrender to such
replacement Lender or other entity any of the fees received by such Lender
hereby replaced pursuant to this Agreement. In the case of a replacement of a
Lender to which the Borrower or the Permitted Borrower, as the case may be,
becomes obligated to pay additional amounts pursuant to clause (a) of this
subsection 2.20, the Borrower shall pay such additional amounts to such Lender
prior to such Lender being replaced and the payment of such additional amounts
shall be a condition to the replacement of such Lender. In the event that (x)
the Borrower or the Administrative Agent has requested the Lenders to consent to
a departure or waiver of any provisions of the Loan Documents or to agree to any
amendment thereto, (y) the consent, waiver or amendment in question requires the
agreement of all Lenders in accordance with the terms of subsection 10.1 or all
the Lenders with respect to a certain class of the Loans and (z) Required
Lenders or more than 50% of the class of such Lenders have agreed to such
consent, waiver or amendment, then any Lender who does not agree to such
consent, waiver or amendment shall be deemed a "Non-Consenting Lender". The
Borrower's right to replace a Non-Funding Lender pursuant to this subsection
2.20 is, and shall be, in addition to, and not in lieu of, all other rights and
remedies available to the Borrower against such Non-Funding Lender under this
Agreement, at law, in equity, or by statute.

            2.21 Notice of Certain Costs. Notwithstanding anything in this
Agreement to the contrary, to the extent any notice required by subsection 2.15
through and including subsection 2.18 is given by any Lender more than 90 days
after such Lender has knowledge (or should have had knowledge) of the occurrence
of the event giving rise to the additional cost, reduction in amounts, loss, tax
or other additional amounts described in such subsections, such Lender shall not
be entitled to compensation under such subsections for any such amounts incurred
or accruing prior to the giving of such notice to the Borrower.

                          SECTION 3. LETTERS OF CREDIT

            3.1 L/C Commitment. (a) Subject to the terms and conditions hereof,
the Issuing Lender, in reliance on the agreements of the other Revolving Credit
Lenders set forth in subsection 3.4(a), agrees to issue letters of credit
("Letters of Credit") for the account of the Borrower on any Business Day during
the Revolving Credit Commitment Period in such form as may be approved from time
to time by the Issuing Lender, provided that the Issuing Lender shall not have
any



                                                                              46

obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Credit Commitments would be less
than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii)
expire no later than the earlier of (x) the first anniversary of its date of
issuance and (y) the date which is five Business Days prior to the Scheduled
Revolving Credit Termination Date, provided that any Letter of Credit with a
one-year term may provide for the renewal thereof for additional one-year
periods (which shall in no event extend beyond the date referred to in clause
(y) above). On the Effective Date, each "Letter of Credit" under and as defined
in the Existing Credit Agreement shall automatically, and without any action on
the part of any Person, become a Letter of Credit hereunder.

            (b) Each Letter of Credit shall be subject to the Uniform Customs
and, to the extent not inconsistent therewith, the laws of the State of New
York.

            (c) The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law. To the extent that the Issuing Lender is not also
the Administrative Agent it shall promptly provide notice to the Administrative
Agent of any request for a Letter of Credit, the issuance thereof, any payments
thereunder and reimbursements of such payments and any termination, expiration
and amendment thereof.

            3.2 Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may reasonably request. Upon receipt of any Application, the
Issuing Lender will process such Application and the certificates, documents and
other papers and information delivered to it in connection therewith in
accordance with its customary procedures and shall promptly issue the Letter of
Credit requested thereby (but in no event shall the Issuing Lender be required
to issue any Letter of Credit earlier than three Business Days after its receipt
of the Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed to by the
Issuing Lender and the Borrower. The Issuing Lender shall furnish a copy of such
Letter of Credit to the Borrower promptly following the issuance thereof. To the
extent that the Issuing Lender is not also the Administrative Agent, it shall
promptly furnish to the Administrative Agent notice of the issuance of each
Letter of Credit (including the amount thereof). The Administrative Agent will
furnish to the Revolving Credit Lenders (a) prompt notice of the issuance of
each Letter of Credit and (b) a monthly report setting forth for the relevant
month the total aggregate daily amount available to be drawn under Letters of
Credit that were outstanding during such month.

            3.3 Commissions, Fees and Other Charges. (a) The Borrower will pay
to the Administrative Agent, for the account of each Revolving Credit Lender, a
commission on the average daily face amount of each Letter of Credit at a per
annum rate equal to the Applicable Margin then in effect with respect to
Eurodollar Loans under the Revolving Credit Facility, shared ratably among the
Revolving Credit Lenders and payable quarterly in arrears on each L/C Fee
Payment Date after the issuance date. In addition, the Borrower shall pay to the
Issuing Lender for its own account a fronting fee in the amount and on the dates
agreed to in writing by the Borrower and the Issuing Lender.



                                                                              47

            (b) In addition to the foregoing fees and commissions, the Borrower
shall pay or reimburse the Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by the Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

            3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Credit Percentage in the Issuing Lender's obligations
and rights under and in respect of each Letter of Credit issued by the Issuing
Lender and the amount of each draft paid by the Issuing Lender thereunder. Each
L/C Participant unconditionally and irrevocably agrees with the Issuing Lender
that, if a draft is paid under any Letter of Credit issued by the Issuing Lender
for which the Issuing Lender is not reimbursed in full by the Borrower in
accordance with the terms of this Agreement, such L/C Participant shall pay to
the Administrative Agent for the account of the Issuing Lender upon demand an
amount equal to such L/C Participant's Revolving Credit Percentage of the amount
of such draft or any part thereof, which is not so reimbursed.

            (b) If any amount required to be paid by any L/C Participant to the
Administrative Agent for the account of the Issuing Lender pursuant to
subsection 3.4(a) in respect of any unreimbursed portion of any payment made by
the Issuing Lender under any Letter of Credit is paid to the Issuing Lender
within three Business Days after the date such payment is due, such L/C
Participant shall pay to the Administrative Agent for the account of the Issuing
Lender on demand an amount equal to the product of (i) such amount, times (ii)
the greater of the daily average Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
subsection 3.4(a) is not made available to the Administrative Agent for the
account of the Issuing Lender by such L/C Participant within three Business Days
after the date such payment is due, the Issuing Lender shall be entitled to
recover from such L/C Participant, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to ABR Loans
under the Revolving Credit Facility. A certificate of the Issuing Lender
submitted to any L/C Participant with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.

            (c) Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with subsection 3.4(a), the
Administrative Agent for the account of the Issuing Lender receives any payment
related to such Letter of Credit (whether directly from the Borrower or
otherwise, including proceeds of collateral applied thereto), or any payment of
interest on account thereof, the Administrative Agent for the account of the
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof, provided, however, that in the event that any such payment received by
the Issuing Lender shall be required to be returned by the Issuing Lender, such
L/C Participant shall return to the Administrative Agent for the account of the
Issuing Lender the portion thereof previously distributed to it.



                                                                              48

            3.5 Reimbursement Obligation of the Borrower. The Borrower agrees to
reimburse the Issuing Lender through the Administrative Agent on each date on
which the Issuing Lender notifies the Borrower of the date and amount of a draft
presented under any Letter of Credit and paid by the Issuing Lender for the
amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs
or expenses incurred by the Issuing Lender in connection with such payment. The
Borrower shall make such payment (x) on the Business Day on which the Borrower
receives such notice if the Borrower shall have received such notice prior to
10:30 A.M., New York City time, on the day of receipt, or (y) on the Business
Day immediately following the Business Day on which the Borrower receives such
notice, if such notice is not received prior to 10:30 A.M., New York City time,
on the day of receipt. Each such payment shall be made to the Administrative
Agent for the account of the Issuing Lender in Dollars and in immediately
available funds. The Administrative Agent shall promptly pay such reimbursed
amounts over to the Issuing Lender on the day of receipt thereof. Interest shall
be payable on any and all amounts remaining unpaid by the Borrower under this
subsection from the date such amounts become payable (whether at stated
maturity, by acceleration or otherwise) until payment in full at the rate set
forth in subsection 2.12(c).

            3.6 Obligations Absolute. The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Lender (except to the extent
resulting from the gross negligence or willful misconduct of the Issuing
Lender), any beneficiary of a Letter of Credit or any other Person. The Borrower
also agrees with the Issuing Lender that, subject to the last sentence of this
subsection 3.6, the Issuing Lender shall not be responsible for, and the
Borrower's Reimbursement Obligations under subsection 3.5 shall not be affected
by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. The Issuing
Lender shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors,
omissions or delays in transmission found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct of the Issuing Lender. The Borrower agrees that any action
taken or omitted by the Issuing Lender under or in connection with any Letter of
Credit or the related drafts or documents, if done in the absence of gross
negligence or willful misconduct and in accordance with the standards or care
specified in the Uniform Commercial Code of the State of New York, shall be
binding on the Borrower and shall not result in any liability of the Issuing
Lender to the Borrower.

            3.7 Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly (and in
any event within one Business Day) notify the Borrower and the Administrative
Agent of the date and amount thereof. The responsibility of an Issuing Lender to
the Borrower in connection with any draft presented for payment under any Letter
of Credit issued by it shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.



                                                                              49

            3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

            To induce the Administrative Agent, the Lenders, the Swingline
Lender and the Issuing Lender to enter into this Agreement and to make the Loans
and issue or participate in the Letters of Credit, the Borrower and the
Permitted Borrower hereby represent and warrant to the Administrative Agent and
each Lender that:

            4.1 Financial Condition. The audited consolidated financial
statements of (a) the Borrower and its consolidated Subsidiaries in each case as
of and for the fiscal year ending December 31, 2003, reported on by
PricewaterhouseCoopers LLP, and (b) the Permitted Borrower as of and for the
fiscal year ending December 31, 2003, reported on by Cardona, Irizarry & Co.
P.S.C., present fairly in all material respects the consolidated financial
condition of the Borrower and the financial condition of the Permitted Borrower,
respectively, and, in each case, the results of operations and cash flows as of
such date and for such period. The unaudited consolidated financial statements
of the Borrower and its consolidated Subsidiaries, in each case as of and for
the nine-month period ending September 30, 2004, certified by a Responsible
Officer, present fairly in all material respects the consolidated financial
condition of the Borrower and the results of operations and cash flows as of
such date and for such period (subject to normal year-end adjustments and any
other adjustments described therein and the absence of footnotes). All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the relevant firm of accountants and
disclosed therein and subject to normal year-end adjustments and the absence of
footnotes). The most recent audited balance sheet referred to above reflects, as
required by GAAP, any material Guarantee Obligations, contingent liabilities and
liabilities for taxes, and any long-term leases and unusual forward or long-term
commitments, including, without limitation, any interest rate or foreign
currency swap or exchange transaction or other obligation in respect of
derivatives, in each case as of the date of such balance sheet.

            4.2 No Change. Since the date of the most recent audited financial
statements described in subsection 4.1, there has been no development or event
which has had or could reasonably be expected to have a Material Adverse Effect.

            4.3 Corporate Existence; Compliance with Law. Each of the Borrower
and its Subsidiaries (a) is duly organized or formed, as the case may be,
validly existing and in good standing under the laws of the jurisdiction of its
organization or formation, (b) has the requisite power and authority to own and
operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged as it is currently conducted, (c)
is duly qualified as a foreign corporation and in good standing under the laws
of each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification except to the extent that
the failure to so qualify could not, in the aggregate, reasonably be expected to
have a Material Adverse Effect and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.



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            4.4 Corporate Power; Authorization; Enforceable Obligations. Each
Loan Party has the requisite power and authority to make, deliver and perform
the Loan Documents to which it is a party and, in the case of the Borrower and
the Permitted Borrower, to borrow and obtain other extensions of credit
hereunder. Each Loan Party has taken all necessary corporate or other action to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party and, in the case of the Borrower and the Permitted Borrower, to
authorize the borrowings and other extensions of credit hereunder on the terms
and conditions of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority is
required in connection with the borrowings and other extensions of credit
hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or any of the other Loan Documents, except (i)
consents, authorizations, filings and notices which have been obtained or made
and are in full force and effect, and (ii) filings in respect of Liens created
pursuant to the Security Documents. Each Loan Document has been duly executed
and delivered on behalf of each Loan Party thereto. This Agreement constitutes,
and each Loan Document upon execution will constitute, a legal, valid and
binding obligation of each Loan Party thereto, enforceable against each such
Loan Party in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, 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).

            4.5 No Legal Bar. The execution, delivery and performance of this
Agreement and the Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law applicable to the Loan Parties or any material Contractual
Obligation of any of the Loan Parties and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such material Contractual
Obligation (other than the Liens created by the Security Documents).

            4.6 No Material Litigation. Except as has been set forth on Schedule
4.6, no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened against any of the Loan Parties or against any of their respective
properties or revenues which could reasonably be expected to have a Material
Adverse Effect.

            4.7 Ownership of Property; Liens. Each of the Loan Parties has title
in fee simple to, or a valid leasehold interest in, all its material real
property, and good title to, or a valid leasehold interest in, all its other
material property, and none of such property is subject to any Lien except as
permitted by subsection 7.3.

            4.8 Intellectual Property. Each of the Borrower and each of the Loan
Parties owns, or is licensed to use, all trademarks, tradenames, service marks,
copyrights, technology, know-how and processes ("Intellectual Property")
necessary for the conduct of its business as currently conducted, except for
those the failure of which to own or license could not reasonably be expected to
have a Material Adverse Effect. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect and to the knowledge of
the Borrower and the Permitted Borrower (a) no claim has been asserted and is
pending by any Person challenging or questioning the use of any Intellectual
Property or the validity of any Intellectual Property (nor does the Borrower
know of any valid basis for any such claim) and (b) the use of Intellectual
Property by the Borrower and the Loan



                                                                              51

Parties does not infringe on the rights of, and no Intellectual Property of the
Borrower or any of the Loan Parties is being infringed upon by, any Person.

            4.9 Taxes. Each of the Loan Parties has filed or caused to be filed
all Federal, Puerto Rican and all other material tax returns which are required
to be filed and has paid all taxes shown to be due and payable on said returns
or on any material assessments made against it or any of its property by any
Governmental Authority other than (a) any taxes the amount or validity of which
are currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the applicable Loan Party, and (b) taxes imposed by any Governmental
Authority with respect to which a failure to make payment could not, by reason
of the amount thereof or of the remedies available to such Governmental
Authority, reasonably be expected to have a Material Adverse Effect.

            4.10 Federal Regulations. No Letters of Credit and no part of the
proceeds of any Loans will be used in a manner that creates a violation of
Regulation U of the Board. If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1 referred to in said Regulation U.

            4.11 ERISA. Except where the liability, individually or in the
aggregate, which could reasonably be expected to result has not had or could not
reasonably be expected to have a Material Adverse Effect: (a) neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Single Employer Plan; (b) each Plan (other than
a Multiemployer Plan) has complied in all material respects with the applicable
provisions of ERISA and the Code; (c) no termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has
arisen and remains outstanding, during such five-year period; (d) the present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
in an amount that could reasonably be expected to have a Material Adverse
Effect; (e) none of the Loan Parties nor any Commonly Controlled Entity has had
a complete or partial withdrawal from any Multiemployer Plan, and, to the
knowledge of the Loan Parties, none of the Loan Parties nor any Commonly
Controlled Entity would become subject to any liability under ERISA if the Loan
Parties or any such Commonly Controlled Entity were to withdraw completely from
all Multiemployer Plans as of the valuation date most closely preceding the date
on which this representation is made or deemed made; and (f) no such
Multiemployer Plan is in Reorganization or Insolvent.

            4.12 Investment Company Act. No Loan Party is an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.

            4.13 Subsidiaries. The Subsidiaries listed on Schedule 4.13
constitute all the Subsidiaries of the Borrower as of the Effective Date.

            4.14 Use of Proceeds. The proceeds of the Tranche A Term Loans will
be used to repay existing Indebtedness of the Borrower and its Subsidiaries and
for general corporate purposes of the Borrower and its Subsidiaries and to pay
fees and expenses related to this Credit Agreement. The proceeds of the
Revolving Credit Loans, Swingline Loans, Incremental Term Loans, Incremental



                                                                              52

Revolving Loans and Letters of Credit shall be used for general corporate
purposes of the Borrower, its Subsidiaries and LIN TV.

            4.15 Environmental Matters. Except for matters set forth on Schedule
4.15 and except with respect to any other matters that could not reasonably be
expected to result in a Material Adverse Effect, neither the Borrower nor any of
its Subsidiaries (a) has failed to comply with any Environmental Law or to
obtain, maintain or comply with, any permit, license or other approval required
under any Environmental Law, (b) has become subject to any Environmental
Liability, (c) has received notice of any claim with respect to any
Environmental Liability or (d) knows of any basis for any Environmental
Liability.

            4.16 Accuracy of Information, etc. None of the reports, financial
statements, certificates or other written information (but excluding all
projections and pro forma financial information and other estimates covered by
the next sentence) furnished by or on behalf of any Loan Party to the
Administrative Agent or any Lender for use in connection with the transactions
contemplated by this Agreement or the other Loan Documents (taken together with
all information so furnished and as modified or supplemented by the other
information so furnished) contained as of the date such statement, information,
document or certificate was so furnished, any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements contained herein or therein not misleading. The projections and pro
forma financial information and other estimates and opinions contained in the
materials referenced above are based upon good faith estimates and assumptions
believed by management of the Borrower to be reasonable at the time made, it
being recognized by the Administrative Agent and the Lenders that such financial
information as it relates to future events is not to be viewed as fact and that
actual results during the period or periods covered by such projections,
financial information and other estimates and opinions may differ from the
projected results set forth therein by a material amount.

            4.17 Security Documents. (a) When executed and delivered, the
Guarantee and Collateral Agreement will be effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a valid and enforceable
security interest in the collateral described therein and proceeds thereof, to
the extent contemplated by the Guarantee and Collateral Agreement. All actions
have been taken on or prior to the Effective Date which are necessary to cause
the Guarantee and Collateral Agreement to constitute, to the extent contemplated
by the Guarantee and Collateral Agreement, a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in such
collateral and the proceeds thereof, as security for the Obligations (as defined
in the Guarantee and Collateral Agreement), in each case prior and superior in
right to any other Person subject, except in the case of such Pledged Stock, to
Liens permitted by subsection 7.3.

            (b) Each of the Mortgages, upon execution and delivery by the
parties thereto, will be effective to create in favor of the Administrative
Agent, for the benefit of the Lenders, a valid and enforceable Lien on the
Mortgaged Properties described therein and proceeds thereof. Such Mortgages are
not required to be filed until following a request by the Administrative Agent
or the Required Lenders pursuant to subsection 10.17. If, upon such execution
and delivery, the Mortgages are immediately filed in accordance with subsection
10.17, each Mortgage shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in the Mortgaged
Properties and the proceeds thereof, as security for the Obligations (as defined
in the relevant Mortgage), in each case prior and superior in right to any other
Person, subject to Liens permitted by subsection 7.3.


                                                                              53

            4.18 Senior Indebtedness. The Obligations of the Borrower in respect
of principal and interest hereunder constitute "Senior Indebtedness" of the
Borrower under the Senior Subordinated Notes and the Exchangeable Senior
Subordinated Debentures. The obligations of each Subsidiary Guarantor therefor
under the Guarantee and Collateral Agreement will constitute "Guarantor Senior
Indebtedness" of such Subsidiary Guarantor therefor under the Senior
Subordinated Notes and the Exchangeable Senior Subordinated Debentures.

                        SECTION 5. CONDITIONS PRECEDENT

            5.1 Conditions to Extension of Credit on the Effective Date. The
agreement of each Lender to make the initial extension of credit required to be
made by it is subject to the satisfaction, prior to or concurrently with the
making of such extension of credit on the Effective Date, of the following
conditions precedent on the Effective Date:

            (a) Loan Documents. The Administrative Agent shall have received (i)
this Agreement, executed and delivered by a duly authorized officer of the
Borrower, the Permitted Borrower and the Lenders and (ii) the Guarantee and
Collateral Agreement, executed and delivered by a duly authorized officer of the
Borrower and each Subsidiary Guarantor.

            (b) Projections. The Lenders shall have received satisfactory
projections (including written assumptions) for the Borrower and its
consolidated Subsidiaries for the fourth quarter 2004 and fiscal years 2005
through 2010, which shall give effect to the making of the Tranche A Term Loans.

            (c) Legal Opinion. The Administrative Agent and the Lenders shall
have received a legal opinion from Covington & Burling, counsel for the Loan
Parties, substantially in the form of Exhibit F.

            (d) Repayments of Existing Credit Agreement. Except as otherwise
provided in subsection 3.1(a), the administrative agent under the Existing
Credit Agreement shall have received from the Borrower and the Permitted
Borrower an amount sufficient to pay in full the principal amount of and accrued
interest and fees on account of all commitments, loans and letters of credit
under the Existing Credit Agreement and any other amounts due thereunder
previously advised to the Borrower, and the outstanding commitments thereunder
shall have been cancelled.

            (e) Closing Certificates. The Administrative Agent shall have
received (i) a certificate of each of the Borrower and the Permitted Borrower,
dated the Effective Date, substantially in the form of Exhibit C, with
appropriate insertions and attachments, including the certificate of
incorporation or formation, as applicable, certified as of a recent date by the
Secretary of State of the State of Delaware, (ii) a Compliance Certificate
containing all information necessary for determining pro forma compliance by the
Borrower and its Subsidiaries with the financial covenants set forth in
subsection 7.1 as of December 31, 2004 (assuming the ratios required for March
31, 2005 were applicable to such date and the Loans were made on such date) and
(iii) a long form good standing certificate with respect to each of the Borrower
and the Permitted Borrower issued as of a recent date by the Secretary of State
of the State of Delaware.

            (f) Fees. The Administrative Agent and the Lenders shall have
received all fees and other amounts due and payable on or prior to the Effective
Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including fees, charges and disbursements of counsel)
required to be reimbursed or paid by any Loan Party hereunder, under the
Existing Credit



                                                                              54

Agreement or under any other Loan Document and for which invoices have been
presented at least two Business Days before the Effective Date. All such amounts
will be paid with proceeds of Loans made on the Effective Date and will be
reflected in the funding instructions given by the Borrower to the
Administrative Agent on or before the Effective Date.

            (g) Consents. All consents and approvals, if any, required to be
obtained from any Governmental Authority or other Person in connection with the
continuing operations of the Loan Parties and the transactions contemplated
hereby shall have been obtained, in each case without the imposition of any
burdensome conditions, except to the extent that the failure to obtain any such
consent could not reasonably be expected to have a Material Adverse Effect.

            (h) Security Documents. All documents and instruments required under
the Security Documents in connection with the perfection of the Administrative
Agent's security interest in the Collateral (including delivery of any required
stock certificates and undated stock powers executed in blank but excluding the
Mortgages) shall have been executed and delivered to the Administrative Agent
and shall (to the extent applicable) be in proper form for filing.

            5.2 Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including, without limitation, extensions of credit on the Effective Date) is
subject to the satisfaction of the following conditions precedent:

            (a) Representations and Warranties. Each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on
and as of such date except for any representation and warranty which is
expressly made as of an earlier date, which representation and warranty shall
have been true and correct in all material respects as of such earlier date.

            (b) No Default. No Default or Event of Default shall have occurred
and be continuing on such date or after giving effect to the extensions of
credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
or the Permitted Borrower hereunder shall constitute a representation and
warranty by the Borrower or the Permitted Borrower, as applicable, as of the
date of such extension of credit that the conditions contained in this
subsection 5.2 have been satisfied.

                        SECTION 6. AFFIRMATIVE COVENANTS

            Each of the Borrower and (with respect to subsections 6.2(e), 6.3,
6.4, 6.5, 6.6 and 6.8 only) the Permitted Borrower hereby agree that, so long as
the Commitments remain in effect, any Letter of Credit remains outstanding or
any Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, each of the Borrower and the Permitted Borrower shall and (except in
the case of delivery of financial information reports and notices) shall cause
each of the Subsidiary Guarantors to:

            6.1 Financial Statements. Furnish to the Administrative Agent which
shall in turn be promptly distributed by the Administrative Agent to the
Lenders:



                                                                              55

            (a) as soon as available but in any event within 90 days after the
      end of each fiscal year of the Borrower (i) a copy of the audited
      consolidated balance sheet of each of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of operations and of cash flows for such year, in
      each case setting forth in comparative form the figures for the previous
      year, and, in the case of clause (i), reported on without a "going
      concern" or like qualification or exception, or qualification arising out
      of the scope of the audit, by independent certified public accountants of
      nationally recognized standing; and

            (b) as soon as available, but in any event not later than 45 days
      after the end of each of the first three quarterly periods of each fiscal
      year of the Borrower, as applicable (i) the unaudited consolidated balance
      sheet of each of the Borrower and its consolidated Subsidiaries as at the
      end of such quarter and the related unaudited consolidated statements of
      income and of cash flows for such quarter and the portion of the fiscal
      year through the end of such quarter, in each case setting forth in
      comparative form the figures for the corresponding period in the previous
      year, certified by a Responsible Officer as being fairly stated in all
      material respects (subject to normal year-end audit adjustments and the
      absence of footnotes).

All such financial statements shall fairly present in all material respects the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries as of such date and shall be prepared in accordance with GAAP
applied consistently throughout the periods reflected therein (except as
approved by such accountants or officer, as the case may be, and disclosed
therein and, in the case of financial statements delivered pursuant to
subsection 6.1(b), subject to normal year-end audit adjustments and the absence
of footnotes).

            6.2 Certificates; Other Information. Furnish to the Administrative
Agent (which shall in turn be promptly distributed by the Administrative Agent
to the Lenders) or, in the case of clause (e), to the relevant Lender:

            (a) concurrently with the delivery of any financial statements
      pursuant to subsection 6.1(a) and 6.1(b),(i) a certificate of a
      Responsible Officer certifying as to whether a Default has occurred and,
      if a Default has occurred, specifying the details thereof and any action
      taken or proposed to be taken with respect thereto and (ii) a Compliance
      Certificate setting forth reasonably detailed calculations demonstrating
      compliance with subsection 7.1 as of the last day of the relevant fiscal
      quarter or fiscal year;

            (b) as soon as available, and in any event no later than 45 days
      after the end of each fiscal year of the Borrower, a detailed consolidated
      budget for the Borrower and its consolidated Subsidiaries for such fiscal
      year (including a projected consolidated balance sheet of the Borrower and
      its Subsidiaries as of the end of such fiscal year, and the related
      consolidated statements of projected cash flow, projected changes in
      financial position and projected income) (collectively, the
      "Projections"), which Projections shall in each case be accompanied by a
      certificate of a Responsible Officer stating that such Projections are
      based upon good faith estimates and assumptions believed by management of
      the Borrower to be reasonable at the time made, it being recognized by the
      Lenders that such financial information as it relates to future events is
      not to be viewed as fact and that actual results during the period or
      periods covered by such financial information may differ from the
      projected results set forth therein by a material amount;



                                                                              56

            (c) within five days after the same are sent, copies of all
      financial statements and reports which the Borrower sends to the holders
      of any class of its debt securities or public equity securities and within
      five days after the same are filed, copies of all financial statements and
      reports which the Borrower may make to, or file with, the Securities and
      Exchange Commission or any successor or analogous Governmental Authority;

            (d) promptly following their submission with the FCC or any other
      Federal, state or local Governmental Authority, copies of any and all
      periodic or special reports filed by the Borrower or any of its
      Subsidiaries, if such reports are publicly available and indicate any
      material adverse change in the business, operations or financial condition
      of the Borrower and its consolidated Subsidiaries taken as a whole or if
      copies thereof are requested by any Lender or the Administrative Agent
      (but only to the extent such reports are publicly available); and

            (e) promptly, such additional financial and other information as any
      Lender may from time to time reasonably request.

Documents required to be delivered pursuant to subsection 6.1 or subsection
6.2(c) (to the extent any such documents are included in materials otherwise
filed with the SEC) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Borrower posts
such documents, or provides a link thereto on the Borrower's website on the
Internet at the website address at http://www.lintv.com; or (ii) on which such
documents are posted on the Borrower's behalf on IntraLinks/IntraAgency or
another relevant website, if any, to which each Lender and the Administrative
Agent have access (whether a commercial, third-party website or whether
sponsored by the Administrative Agent).

            6.3 Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, that, if not paid, could reasonably be
expected to result in a Material Adverse Effect, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Borrower or its Subsidiaries, as the case may be,
provided that notwithstanding the foregoing, the Borrower and each of its
Subsidiaries shall have the right to pay any such obligation and in good faith
contest, by proper legal actions or proceedings, the validity or amount of such
claims.

            6.4 Conduct of Business and Maintenance of Existence, etc. (a)
Except as contemplated by subsection 7.4, (i) continue to engage in business of
the same general type as now conducted by the Borrower and its Subsidiaries,
(ii) preserve, renew and keep in full force and effect its existence and (iii)
take all reasonable action to preserve and maintain all rights, privileges,
licenses and franchises necessary or desirable in the normal conduct of its
business, except (other than with respect to the Station Licenses), in the case
of this clause (iii), to the extent that failure to do so could not reasonably
be expected to have a Material Adverse Effect and except if (A) in the
reasonable business judgment of the Borrower or such Subsidiary Guarantor, as
the case may be, it is in its best economic interest not to preserve and
maintain such privileges, rights or franchises (other than the Station
Licenses), and (B) such failure to preserve and maintain such privileges, rights
or franchises (other than the Station Licenses) would not materially adversely
affect the rights of the Lenders hereunder or the value of the collateral
security for the Loans; and (b) comply with all Requirements of Law except to
the extent that failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.



                                                                              57

            6.5 Maintenance of Property; Insurance. (a) Keep all Property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and maintain with financially sound and
reputable insurance companies insurance in at least such amounts and against at
least such risks (but including in any event public liability, product liability
and business interruption) as are usually insured against in the same general
area by companies engaged in the same or a similar business; and furnish to the
Administrative Agent, upon written request, information in reasonable detail as
to the insurance carried, except to the extent that the failure to do any of the
foregoing with respect to any such property could not reasonably be expected to
have a Material Adverse Effect.

            (b) All such insurance shall (i) provide that no cancellation,
material reduction in amount or material change in coverage thereof shall be
effective until at least thirty (30) days after receipt by the Administrative
Agent of written notice thereof, and (ii) name the Administrative Agent as
insured party or loss payee.

            6.6 Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and accounts in accordance with sound business practices
and (b) upon reasonable prior notice and at any reasonable time, permit
representatives of the Administrative Agent or any Lender to visit and inspect
any of its properties and examine and, if reasonably requested, make copies of
its books and records and to discuss the business, operations, properties and
financial and other condition of the Borrower and its Subsidiaries with officers
and employees of the Borrower and its Subsidiaries and with its independent
certified public accountants, provided that the Administrative Agent or such
Lender shall notify the Borrower prior to any contact with such accountants and
give the Borrower the opportunity to participate in such discussions.

            6.7 Notices. Promptly, and in any event within five Business Days,
after a Senior Responsible Officer of the Borrower becomes aware of the
occurrence thereof, give notice to the Administrative Agent and each Lender of
the occurrence of any Default or Event of Default if such Default or Event of
Default, as applicable, is then continuing. Each notice pursuant to this
subsection 6.7 shall be accompanied by a statement of a Responsible Officer
setting forth details of the occurrence referred to therein and stating what
action the Borrower or the relevant Subsidiary proposes to take with respect
thereto.

            6.8 Environmental Laws. (a) Except as could not reasonably be
expected to have a Material Adverse Effect, comply with all applicable
Environmental Laws, and obtain and comply with and maintain any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

            (b) Conduct and complete (or cause to be conducted and completed) in
all material respects all investigations, studies, sampling and testing, and all
remedial, removal and other actions required under Environmental Laws and in a
timely fashion comply in all material respects with all lawful orders and
directives of all Governmental Authorities regarding Environmental Laws, except
to the extent that the failure to do so could not be reasonably expected to have
a Material Adverse Effect.

            6.9 Additional Collateral, etc. (a) With respect to any new
Subsidiary created or acquired after the Effective Date by the Borrower or any
of its Subsidiaries, promptly (i) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the
Administrative Agent deems necessary or advisable in order to grant to the
Administrative Agent,



                                                                              58

for the benefit of the Lenders, a perfected first priority security interest in
the Capital Stock of such new Subsidiary which are owned by the Borrower or any
of its Subsidiaries and required to be pledged pursuant to the Guarantee and
Collateral Agreement, (ii) deliver to the Administrative Agent the certificates
representing such Capital Stock, together with undated stock powers endorsed in
blank executed and delivered by a Responsible Officer of the Borrower or such
Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a
party to the Guarantee and Collateral Agreement and (B) to take such actions
necessary or advisable to grant to the Administrative Agent for the benefit of
the Lenders a perfected first priority security interest in the collateral
described in the Guarantee and Collateral Agreement with respect to such new
Subsidiary as contemplated by the Guarantee and Collateral Agreement, including,
without limitation, the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Guarantee and Collateral
Agreement or as may be reasonably requested by the Administrative Agent and (iv)
if reasonably requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to the matters described above,
which opinion shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent, provided that notwithstanding the
foregoing, (i) only 65% of the voting Capital Stock of any direct foreign
Subsidiary of the Borrower or any domestic Subsidiary need be pledged under this
clause (a), (ii) no voting Capital Stock of any foreign Subsidiary other than a
direct foreign Subsidiary of the Borrower or any domestic Subsidiary need be
pledged under this clause (a) and (iii) no direct or indirect foreign Subsidiary
shall become a Guarantor or shall be required to pledge any of its assets
hereunder or under any other Loan Document.

            (b) Promptly, but in any event not later than 60 Business Days after
the Effective Date, execute and deliver to the Administrative Agent a Mortgage
reasonably satisfactory to the Administrative Agent in respect of each Mortgaged
Property; and, promptly, but in any event not later than 60 Business Days after
the Administrative Agent or the Required Lenders, as applicable, shall have made
a request contemplated by subsection 10.17, provide to the Administrative Agent
in respect of each Mortgaged Property (i) a mortgagee's title insurance policy
(or policies) or marked up unconditional binder for such insurance, provided
that each such policy shall (A) be in an amount reasonably satisfactory to the
Administrative Agent with respect to each Mortgaged Property covered thereby
(but not in excess of the lesser of the fair market value thereof and the
aggregate principal amount of the Term Loans and Revolving Credit Commitments
and Incremental Revolving Loan Amounts); (B) insure that the Mortgage insured
thereby creates a valid first Lien on such Mortgaged Property free and clear of
all defects and encumbrances, except as disclosed therein or otherwise permitted
by subsection 7.3; (C) name the Administrative Agent for the benefit of the
Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy - 1992
(or equivalent policies) to the extent available in the applicable
jurisdictions; (E) contain such endorsements and affirmative coverage as the
Administrative Agent may reasonably request to the extent available in the
applicable jurisdictions and available without material cost to the Borrower or
its Subsidiaries; and (F) be issued by title companies reasonably satisfactory
to the Administrative Agent (including any such title companies acting as
co-insurers or reinsurers, at the option of the Administrative Agent) and (ii)
evidence reasonably satisfactory to it that all premiums in respect of each such
policy, all charges for mortgage recording tax, and all related expenses, if
any, have been paid or duly provided for.

            (c) Upon the request of the Administrative Agent, to the extent
permitted by applicable Requirements of Law at the time of such request, grant
or cause its Subsidiaries to grant, to the Administrative Agent, a direct
security interest in the Station Licenses within 30 days after receipt of such
request, provided that to the extent FCC consent shall be required in connection
with



                                                                              59

granting such security interest, such consent shall be requested within 30 days
after receipt of such request and upon receipt of such FCC consent, such
security interest shall be granted within 10 Business Days thereof.

            (d) Upon the occurrence and during the continuance of (i) any Event
of Default with respect to paragraph (a) of Section 8, (ii) any payment default
with respect to any Subordinated Indebtedness or Senior Unsecured Indebtedness,
or (iii) any Event of Default with respect to subsection 7.1, promptly, but in
any event not more than 30 Business Days (subject to necessary approvals by the
FCC), following the request of the Administrative Agent, cause the assets
relating to each Station held by the Borrower to be transferred to a related
License Subsidiary or, at the election of the Administrative Agent or if there
is no License Subsidiary related to such Station, another Subsidiary that has no
other assets or liabilities.

            6.10 After-Acquired Stations. Unless the Borrower and the
Administrative Agent shall otherwise agree, cause the Station Licenses relating
to each after-acquired Station to be held in one or more License Subsidiaries,
provided that to the extent the Borrower shall not have received FCC approval
with respect to the foregoing at the scheduled closing of the acquisition of
such Station, the Borrower shall comply with the foregoing requirement as soon
as practicable following such acquisition (but in any event within 60 days after
such acquisition).

                         SECTION 7. NEGATIVE COVENANTS

            The Borrower hereby agrees that, so long as the Commitments remain
in effect, any Letter of Credit remains outstanding or any Loan or other amount
is owing to any Lender or the Administrative Agent hereunder, the Borrower shall
not, and shall not permit (except with respect to subsection 7.1) any of its
Subsidiaries to, directly or indirectly:

            7.1 Financial Condition Covenants. (a) Consolidated Leverage Ratio.
Permit the Consolidated Leverage Ratio as of the last day of any Test Period set
forth below to exceed the ratio set forth below opposite such period:



Period                                                          Consolidated Leverage Ratio
- ------                                                          ---------------------------
                                                             
Effective Date to March 31, 2006                                         6.50:1

April 1, 2006 and thereafter                                             6.00:1


            (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio as of the last day of any Test Period set forth below to
be less than the ratio set forth below opposite such period:



Period                                            Consolidated Interest Coverage Ratio
- ------                                            ------------------------------------
                                               
Effective Date to March 31, 2006                              2.00:1

April 1, 2006 and thereafter                                  2.25:1


            (c) Consolidated Senior Leverage Ratio. Permit the Consolidated
Senior Leverage Ratio as of the last day of any Test Period to exceed 4.50x.



                                                                              60

            7.2 Limitation on Indebtedness. Create, incur, assume or suffer to
exist (in each case, to "Incur") any Indebtedness, except:

            (a) Indebtedness of any Loan Party pursuant to any Loan Document;

            (b) Indebtedness owed to the Borrower or any Subsidiary;

            (c) purchase money Indebtedness, provided that the aggregate amount
      of Indebtedness incurred pursuant to this subsection 7.2(c) shall not
      exceed $30,000,000 at any one time outstanding;

            (d) Capital Lease Obligations, provided that the aggregate principal
      amount of Capital Lease Obligations incurred pursuant to this subsection
      7.2(d) in any fiscal year of the Borrower, when added to the aggregate
      amount of other Capital Expenditures made during such fiscal year pursuant
      to subsection 7.7, shall not exceed the amount permitted to be expended
      during such fiscal year pursuant to subsection 7.7;

            (e) Indebtedness (other than any Subordinated Indebtedness)
      outstanding on the Effective Date and listed on Schedule 7.2(e) and any
      refinancings, refundings, renewals or extensions thereof (without any
      increase in the principal amount thereof);

            (f) (i) Guarantee Obligations of the Borrower or any of its
      Subsidiaries in respect of any Indebtedness permitted under this
      subsection 7.2 (other than Indebtedness incurred under clause (g) of this
      subsection 7.2, which shall be governed by such clause (g)), (ii)
      Guarantee Obligations incurred in the ordinary course of business by the
      Borrower or any of its Subsidiaries, provided that the Incurrence of such
      Guarantee Obligations could not reasonably be expected, individually or in
      the aggregate, to have a Material Adverse Effect, (iii) Guarantee
      Obligations permitted under subsection 7.8, and (iv) other Guarantee
      Obligations not to exceed $100,000,000 in aggregate principal amount at
      any time outstanding;

            (g) (i) Subordinated Indebtedness of the Borrower, (ii) Senior
      Unsecured Indebtedness of the Borrower in an aggregate principal amount
      not to exceed $350,000,000, and (iii) Guarantee Obligations of any
      Subsidiary Guarantor in respect of Indebtedness referred to in clause (i)
      or (ii) of this subsection 7.2(g), provided that a Subsidiary Guarantor
      shall not guarantee any Subordinated Indebtedness unless such guarantee of
      Subordinated Indebtedness is subordinated to the guarantee of such
      Subsidiary Guarantor of the Obligations on terms no less favorable to the
      Lenders than the subordination provisions of the Subordinated Indebtedness
      to which such guarantee relates;

            (h) Indebtedness resulting from the endorsement of negotiable
      instruments in the ordinary course of business or arising from the
      honoring of a check, draft or similar instruments presented by the
      Borrower or a Subsidiary in the ordinary course of business against
      insufficient funds;

            (i) Indebtedness in respect of any Interest Rate Protection
      Agreements;

            (j) Indebtedness (i) of the Borrower or any of its Subsidiaries to
      the seller representing all or part of the purchase price in a Permitted
      Acquisition or any Asset Swap



                                                                              61

      Transaction or assumed in connection with any Permitted Acquisition or any
      Asset Swap Transaction, in an aggregate principal amount not to exceed
      $75,000,000 at any time outstanding, as the same may be refinanced,
      refunded, renewed or extended (without any increase in the principal
      amount thereof), and (ii) of the Borrower or any of its Subsidiaries to
      the seller representing all or part of the purchase price in a Permitted
      Acquisition or any Asset Swap Transaction or assumed in connection with
      any Permitted Acquisition or any Asset Swap Transaction, in each case, in
      this clause (ii), subordinated in a manner reasonably satisfactory to the
      Administrative Agent to the Obligations (except to the extent contemplated
      by the proviso to this clause (ii)), in an aggregate principal amount not
      to exceed $250,000,000 at any time outstanding, as the same may be
      refinanced, refunded, renewed or extended (without any increase in the
      principal amount thereof or change in the status thereof as subordinated
      Indebtedness), provided that the aggregate principal amount of
      subordinated Indebtedness incurred pursuant to this subclause (ii) that
      provides for any maturity, amortization or mandatory redemption (other
      than with asset sale proceeds, subject to the provisions of this
      Agreement, or following a change of control) or sinking fund payment prior
      to the date that is six months following the Tranche A Maturity Date shall
      not exceed $100,000,000 at any time outstanding;

            (k) Indebtedness of any Person that becomes a Subsidiary after the
      date hereof as a result of a transaction permitted by subsection 7.4 or
      subsection 7.8; provided such Indebtedness exists at the time such Person
      becomes a Subsidiary and is not created in contemplation of or in
      connection with such Person becoming a Subsidiary, and any refinancings,
      refundings, renewals or extensions thereof (without any increase in the
      principal amount thereof or overall collateral therefor or any change in
      the status of any subordinated Indebtedness) but excluding any such
      refinancing or refunding of any such Indebtedness that by its terms shall
      become due or shall permit its holder to require repurchase by such Person
      as a result of such transaction;

            (l) Indebtedness secured by Liens permitted under subsections
      7.3(a), (b), (c), (d), (m) and (o); and

            (m) additional Indebtedness of the Borrower or any of its
      Subsidiaries in an aggregate principal amount (for the Borrower and all
      Subsidiaries) not to exceed $100,000,000 at any one time outstanding.

            7.3 Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its Property, whether now owned or hereafter acquired,
except for:

            (a) Liens imposed by any Governmental Authority for taxes,
      assessments or charges not yet due or which are being contested in good
      faith by appropriate proceedings, provided that adequate reserves are
      maintained on the books of the Borrower or one of its Subsidiaries, as the
      case may be, in conformity with GAAP;

            (b) carriers', landlord's, warehousemen's, mechanics',
      materialmen's, repairmen's or other like Liens arising in the ordinary
      course of business;

            (c) pledges or deposits in connection with workers' compensation,
      unemployment insurance and other social security legislation;



                                                                              62

            (d) deposits to secure the performance of bids, trade contracts
      (other than for borrowed money), leases, statutory obligations, insurance
      contracts, surety and appeal bonds, performance bonds and other
      obligations of a like nature;

            (e) easements, rights-of-way, restrictions, covenants, minor
      exceptions to title and other similar encumbrances (i) previously or
      hereinafter which, in the aggregate, are not material in amount and which,
      in the case of such encumbrances on any of the Mortgaged Properties, do
      not in the aggregate materially detract from the value of the Property
      subject thereto or, in the case of such encumbrances on property,
      materially interfere with the ordinary conduct of the business of the
      Borrower and its Subsidiaries, taken as a whole, or (ii) which are set
      forth in title reports delivered to the Administrative Agent on or prior
      to the Effective Date or after the Effective Date pursuant to subsection
      6.9(b);

            (f) Liens in existence on the Effective Date listed on Schedule
      7.3(f) securing Indebtedness permitted by subsection 7.2(e) (including
      refinancings, refundings, renewals and extensions of such Indebtedness as
      permitted by subsection 7.2(e)), provided that no such Lien is spread to
      cover any additional property (other than after acquired title in or on
      such property and proceeds of the existing collateral in accordance with
      the instrument creating such Lien) after the Effective Date and that the
      principal amount of Indebtedness secured thereby is not increased except
      pursuant to the instrument creating such Lien (without any modification
      thereof after the Effective Date);

            (g) (i) Liens securing Indebtedness of the Borrower or any of its
      Subsidiaries permitted pursuant to subsections 7.2(c) and 7.2(d) (provided
      that (A) such Liens shall be created within 180 days of the acquisition of
      such fixed or capital assets, and (B) such Liens do not at any time
      encumber any property other than the property financed by such
      Indebtedness), (ii) Liens securing Indebtedness existing on any property
      or asset at the time of acquisition thereof by the Borrower or any
      Subsidiary or existing on any property or asset of any Person that becomes
      a Subsidiary after the Effective Date at the time such Person becomes a
      Subsidiary (provided that (x) such Lien is not created in contemplation of
      or in connection with such acquisition or such Person becoming a
      Subsidiary, as the case may be, (y) such Lien shall not apply to any other
      property or assets of the Borrower or any of its Subsidiaries and (z) such
      Lien shall secure only those obligations which it secures on the date of
      such acquisition or the date such Person becomes a Subsidiary, as the case
      may be) (including refinancings, refundings, renewals and extensions of
      such Indebtedness as permitted by subsection 7.2), and (iii) Liens
      securing Indebtedness of the Borrower or any of its Subsidiaries assumed
      in connection with a Permitted Acquisition or an Asset Swap Transaction in
      accordance with the terms of subsection 7.2(j)(i);

            (h) Liens created pursuant to the Security Documents;

            (i) any obligations or duties affecting any of the Property of the
      Borrower or its Subsidiaries to any municipality or public authority with
      respect to any franchise, grant, license or permit;

            (j) Liens imposed by operation of law with respect to any judgments
      or orders not constituting an Event of Default;



                                                                              63

            (k) Liens arising from precautionary Uniform Commercial Code
      financing statement filings with respect to operating leases or
      consignment arrangements entered into by the Borrower or any of its
      Subsidiaries in the ordinary course of business or Liens on Property which
      is the subject of a Sale permitted by subsection 7.5 relating to such Sale
      (it being understood that such Liens may not be perfected on or to the
      completion of such Sale except in the ordinary course of business);

            (l) Liens in favor of a banking institution arising by operation of
      law encumbering deposits (including the right of set-off) held by such
      banking institution and which are within the general parameters customary
      in the banking industry;

            (m) Liens on Property of the Borrower or any of its Subsidiaries in
      favor of others securing licenses, subleases and leases permitted
      hereunder and granted to others and not interfering in any material
      respect in the business of the Borrower or any of its Subsidiaries;

            (n) Liens not otherwise permitted by this subsection 7.3 so long as
      the aggregate outstanding principal amount of the obligations secured
      thereby does not exceed $50,000,000 at any one time; and

            (o) Liens granted by LIN Texas with respect to its interest in the
      LLC to GECC in connection with the Joint Venture Loan.

            7.4 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except:

            (a) any Subsidiary of the Borrower (other than, except as set forth
      below, any License Subsidiary or, at any time after any of the conditions
      set forth in subsection 6.9(d)(i), (ii) or (iii) shall have occurred, any
      Subsidiary holding the assets and liabilities of any Station) may be
      merged or consolidated with or into the Borrower (provided that the
      Borrower shall be the continuing or surviving corporation) or with or into
      any Subsidiary Guarantor (other than, except as set forth below, any
      License Subsidiary or, at any time after any of the conditions set forth
      in subsection 6.9(d)(i), (ii) or (iii) shall have occurred, any Subsidiary
      holding the assets and liabilities of any Station) (provided that the
      Subsidiary Guarantor shall be the continuing or surviving corporation) or
      with or into any Subsidiary (provided that neither Subsidiary is a
      Subsidiary Guarantor); provided, however, that (i) a License Subsidiary
      and any Subsidiary holding the assets and liabilities of any Station may
      take any actions otherwise prohibited by this clause (a) to the extent
      such merger or consolidation occurs in contemplation of, and immediately
      preceding, a sale, transfer or other disposition (including an Asset Swap
      Transaction) of such License Subsidiary or other Subsidiary and (ii) any
      Subsidiary may take any actions otherwise prohibited by this clause (a) to
      the extent necessary to comply with the requirements of subsection 6.9(d)
      or subsection 6.10;

            (b) any Subsidiary of the Borrower (other than, except as set forth
      below, any License Subsidiary or, at any time after any of the conditions
      set forth in subsection 6.9(d)(i), (ii) or (iii) shall have occurred, any
      Subsidiary holding the assets and liabilities of any Station) may sell,
      lease, transfer or otherwise dispose of any or all of its assets (upon\



                                                                              64

      voluntary liquidation or otherwise) to the Borrower or any Subsidiary
      Guarantor or, if such Subsidiary is not a Subsidiary Guarantor, to any
      other Subsidiary or the Borrower; provided, however, that (i) a License
      Subsidiary and any Subsidiary holding the assets and liabilities of any
      Station may take any actions otherwise prohibited by this clause (b) to
      the extent any sale, transfer or other disposition occurs in contemplation
      of, and immediately preceding, a sale, transfer or other disposition
      (including an Asset Swap Transaction) of such License Subsidiary or other
      Subsidiary, and (ii) any Subsidiary may take any actions otherwise
      prohibited by this clause (b) to the extent necessary to comply with the
      requirements of subsection 6.9(d) or subsection 6.10;

            (c) the Borrower may be merged or consolidated with or into a newly
      formed limited liability company with no assets or liabilities that is a
      Subsidiary of LIN TV solely for the purposes of realizing certain tax
      benefits so long as LIN TV shall take such actions as would be required
      under subsection 6.9(a) if such limited liability company were a
      Subsidiary of the Borrower; and

            (d) any Subsidiary of the Borrower may enter into any merger,
      consolidation, amalgamation or sale transaction in connection with, or in
      order to consummate, a transaction permitted by subsection 7.5 or
      subsection 7.8.

            7.5 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of (each a "Sale") any of its property, business
or assets (including, without limitation, receivables, leasehold interests and
its interest in the LLC but excluding any sale and leaseback of assets), whether
now owned or hereafter acquired, except:

            (a) Sales of obsolete or worn out property in the ordinary course of
      business or Property that is no longer useful in the conduct of the
      Borrower's business in the ordinary course of business;

            (b) Sales resulting from any casualty or condemnation of Property or
      assets;

            (c) any Sale of any Property or assets, provided that the aggregate
      Net Cash Proceeds of Sales made pursuant to this paragraph (c) in any
      fiscal year do not exceed $100,000,000;

            (d) Sales of Investments made pursuant to subsection 7.8(a), (b),
      (h), (i) or (j);

            (e) Sales to the Borrower or a Subsidiary (in the case of a sale by
      a Subsidiary Guarantor, to the Borrower or to a Subsidiary Guarantor and
      in the case of the Borrower, to a Subsidiary Guarantor);

            (f) the Sale or discount of overdue accounts receivable arising in
      the ordinary course of business, but only in connection with the
      compromise or collection thereof;

            (g) licenses or sublicenses of intellectual property and general
      intangibles (other than any Station Licenses) and licenses, leases or
      subleases of other Property (other than any Station Licenses), in each
      case which do not materially interfere with the business of the Borrower
      and its Subsidiaries;

            (h) transactions permitted by subsection 7.4;



                                                                              65

            (i) the Sale of any Broadcasting Asset, provided that (i) after
      giving effect to such Sale, no Default or Event of Default shall exist and
      be continuing, (ii) at least 75% of the consideration received by the
      Borrower in respect thereof shall be in the form of cash and Cash
      Equivalents, (iii) if such Sale constitutes an Asset Sale, the Adjusted
      Net Cash Proceeds of such Sale, if any, shall be applied in the manner
      prescribed by subsection 2.9, and (iv) (A) the Consolidated EBITDA of the
      Broadcasting Assets being sold on or after the Effective Date and pursuant
      to this subsection 7.5(i) or exchanged pursuant to subsection 7.5(j) in
      such fiscal quarter and in the immediately preceding four-fiscal-quarter
      period (in each case calculated for the four fiscal quarters immediately
      preceding the sale) shall not exceed 25% of the Consolidated EBITDA of the
      Borrower for such four-fiscal-quarter period and (B) the Consolidated
      EBITDA of the Broadcasting Assets being sold on or after the Effective
      Date and pursuant to this subsection 7.5(i) or exchanged pursuant to
      subsection 7.5(j) shall not exceed 50% of the Consolidated EBITDA of the
      Borrower in the aggregate; and

            (j) Asset Swap Transactions.

            7.6 Limitation on Dividends. Declare or pay any dividend (other than
dividends payable solely in Capital Stock) on, or make any payment on account
of, or set apart assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any shares of any
class of Capital Stock of the Borrower or any warrants or options to purchase
any such Capital Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of the Borrower or any of its Subsidiaries (such
declarations, payments, setting apart, purchases, redemptions, defeasance,
retirements, acquisitions and distributions being herein called "Restricted
Payments"), except that the Borrower may make the following Restricted Payments,
so long as no Event of Default has occurred and is continuing or would be
continuing after giving effect to such Restricted Payment, provided that the
Borrower shall be permitted to make the Restricted Payments in clauses (c) and
(d) below notwithstanding any such Event of Default, unless, in the case of
clause (d), such Event of Default relates to a payment Default under subsection
8(a):

            (a) payments, the proceeds of which shall be used by LIN TV to pay
      administrative, legal and accounting costs and expenses of LIN TV that are
      reasonable and customary and incurred in the ordinary course of business,
      including franchise fees and similar costs; provided, however, any such
      administrative expenses shall not exceed an aggregate amount of $3,000,000
      per fiscal year;

            (b) payments, the proceeds of which will be used to repurchase the
      Capital Stock or other securities of LIN TV from outside directors,
      employees or members of the management of LIN TV, the Borrower or any
      other Subsidiary of LIN TV, at a price not in excess of fair market value,
      in an aggregate amount not in excess of $15,000,000 plus the aggregate
      gross proceeds received by LIN TV as a result of any resales of any such
      Capital Stock or other securities;

            (c) payments, the proceeds of which will be used to pay taxes of LIN
      TV, the Borrower and its Subsidiaries as part of a consolidated, combined
      or unitary tax filing group or of the separate operations of LIN TV;



                                                                              66

            (d) payments, the proceeds of which will be used to pay fees to
      Hicks Muse & Co. Partners, L.P. or any of its Affiliates or Subsidiaries
      in accordance with the terms of its financial advisory agreement
      contemplated by subsection 7.10(b)(iv);

            (e) payments, the proceeds of which are used to fulfill the
      obligations of LIN TV, the Borrower or any other Subsidiary of LIN TV
      under an employee stock purchase plan or similar plan covering employees
      of LIN TV, the Borrower or any other Subsidiary of LIN TV as from time to
      time in effect in an aggregate net amount not to exceed $15,000,000; and

            (f) Restricted Payments constituting Permitted Redemptions or
      Permitted Dividends.

            7.7 Limitation on Capital Expenditures. (a) Make or commit to make
any Capital Expenditure, except Capital Expenditures of the Borrower and its
Subsidiaries not exceeding for any fiscal year the greater of $40,000,000 and
10% of Net Consolidated Revenue for such fiscal year, provided that 100% of any
amount not used in any fiscal year may be carried forward into the next
succeeding fiscal year (it being understood and agreed that no amount may be
carried forward beyond the year immediately succeeding the fiscal year in which
it arose).

            (b) In addition to the Capital Expenditures permitted pursuant to
paragraph (a) of this subsection 7.7, to the extent the Net Cash Proceeds from
an Asset Sale or a Recovery Event are not required to be used to make
prepayments pursuant to subsection 2.9 and are not otherwise utilized pursuant
to subsection 7.8(m), the Borrower and its Subsidiaries may use such Net Cash
Proceeds to make additional Capital Expenditures (which shall not be counted in
the limitations set forth in paragraph (a) of this subsection 7.7).

            7.8 Limitation on Investments, Loans and Advances. Make any advance,
loan, extension of credit or capital contribution to, or purchase any stock,
bonds, notes, debentures or other securities of or any assets constituting a
business unit of, or make any other investment in, any other Person
("Investments"), except:

            (a) extensions of trade credit in the ordinary course of business;

            (b) Investments in Cash Equivalents;

            (c) guarantees permitted by subsection 7.2;

            (d) (i) Investments in the Borrower or any of its Subsidiaries, and
      (ii) Investments in LIN TV, so long as a Restricted Payment for the same
      purpose would then be permitted to be made under subsection 7.6 (it being
      understood that any such Investment made in reliance on this clause (ii)
      shall reduce to an equivalent extent the Restricted Payments permitted by
      subsection 7.6);

            (e) loans and advances by the Borrower or its Subsidiaries to their
      respective directors, officers and employees in an aggregate principal
      amount not exceeding $5,000,000 at any one time outstanding;

            (f) Investments in existence on the Effective Date and listed on
      Schedule 7.8(f), and extensions, renewals, modifications or restatements
      or replacements thereof, provided that no such extension, renewal,
      modification or restatement shall (i) increase the amount of the original
      Investment or (ii) adversely affect the interests of the Lenders with
      respect to such



                                                                              67

      original Investment or the interests of the Lenders under this Agreement
      or any other Loan Document in any material respect;

            (g) Investments permitted by subsections 7.2(b), (d), (f) and (l),
      subsections 7.4 and 7.6 and Investments constituting Capital Expenditures
      permitted by subsection 7.7;

            (h) Capital Stock, promissory notes and other similar non-cash
      consideration received by the Borrower or any of its Subsidiaries in
      connection with any Sale permitted by subsection 7.5, including Capital
      Stock, promissory notes and other similar non-cash consideration received
      in connection with Permitted Acquisitions or Asset Swap Transactions;

            (i) Investments in Interest Rate Protection Agreements relating to
      the businesses and finances of the Borrower or any of its Subsidiaries and
      not for purposes of speculation;

            (j) Investments (including debt obligations and Capital Stock)
      received in connection with the bankruptcy or reorganization of suppliers
      and customers and in settlement of delinquent obligations of, and other
      disputes with, customers and suppliers arising in the ordinary course of
      business;

            (k) in addition to Investments otherwise expressly permitted by this
      subsection, Investments made after the Effective Date by the Borrower and
      its Subsidiaries in an aggregate amount not exceeding $100,000,000 (valued
      at cost, without regard to any write down or write up thereof) at any one
      time outstanding, provided that after giving effect thereto no Default or
      Event of Default shall have occurred and be continuing at the time of
      commitment by the Borrower or its Subsidiary to such Investment
      (including, without limitation, pursuant to subsection 7.1);

            (l) Investments after the Effective Date by the Borrower and its
      Subsidiaries constituting Permitted Acquisitions or Asset Swap
      Transactions;

            (m) Investments of Net Cash Proceeds not required to be applied to
      the prepayment of Term Loans pursuant to subsection 2.9 and not otherwise
      utilized pursuant to subsection 7.7(b);

            (n) Investments in the Joint Venture solely for the purpose of
      curing any event of default under the Joint Venture Loan;

            (o) Investments constituting Permitted Redemptions; and

            (p) Investments acquired in exchange for the issuance of Capital
      Stock of LIN TV and which, to the extent initially acquired by LIN TV, are
      contributed to the Borrower as equity.

            7.9 Limitation on Optional Payments. (a) Make any optional payment
or prepayment on or redemption of or any payments in redemption, defeasance or
repurchase of (A) Subordinated Indebtedness (except pursuant to a Permitted
Redemption or in connection with refinancing of Subordinated Indebtedness with
other Subordinated Indebtedness permitted hereunder) or (B) Senior Unsecured
Indebtedness incurred pursuant to subsection 7.2(g)(ii) (except pursuant to a
Permitted Redemption or a refinancing of the Senior Unsecured Indebtedness with



                                                                              68

other Subordinated Indebtedness or Subordinated Indebtedness or other Senior
Unsecured Indebtedness incurred pursuant thereto and permitted hereunder),
except in each case mandatory payments of interest, fees and expenses required
by the terms of the agreement governing or instrument evidencing such
Indebtedness, but only to the extent permitted under the subordination
provisions, if any, applicable thereto.

            (b) Make any optional payment or prepayment on or redemption of or
any payments in redemption, defeasance or repurchase of any Indebtedness that is
subordinated in right of payment to the Obligations and that is incurred or
assumed in connection with a Permitted Acquisition or an Asset Swap Transaction
pursuant to subsection 7.2(j)(ii) (except pursuant to a refinancing of such
Indebtedness with other Indebtedness permitted hereunder), except (i) mandatory
payments of interest, fees and expenses required by the terms of the agreement
governing or instrument evidencing such Indebtedness but only to the extent
permitted under the subordination provisions, if any, applicable thereto, and
(ii) the Borrower and its Subsidiaries may make voluntary prepayments on such
Indebtedness in an aggregate principal amount, which, when added to the
aggregate amount (excluding any accrued interest) of all prior prepayments of
such Indebtedness under this subsection 7.9(b) and to the scheduled installments
or such Indebtedness due prior to the date that is six months following the
Tranche A Maturity Date, shall not exceed $100,000,000.

            7.10 Limitation on Transactions with Affiliates. (a) Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of Property or the rendering of any service, with any Affiliate unless
such transaction is (i) otherwise permitted under this Agreement, or (ii) upon
fair and reasonable terms no less favorable to the Borrower or such Subsidiary,
as the case may be, than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate.

            (b) In addition, notwithstanding the foregoing, the Borrower and its
Subsidiaries shall be entitled to make the following payments and/or to enter
into the following transactions:

            (i) transactions between or among the Borrower and its Subsidiaries;

            (ii) the payment of reasonable and customary fees and reimbursement
of expenses payable to directors of LIN TV, the Borrower and the Permitted
Borrower; and

            (iii) employment arrangements with respect to the procurement of
services of directors, officers and employees in the ordinary course of business
and the payment of reasonable fees in connection therewith; and

            (iv) a financial advisory agreement with Hicks, Muse & Co. Partners
L.P. or any of its Affiliates or Subsidiaries in a form approved by the board of
directors of LIN TV and the payment of fees and expenses in connection
therewith.

            7.11 Limitation on Sales and Leasebacks. Enter into any arrangement
with any Person providing for the leasing by the Borrower or any Subsidiary of
real or personal, immovable or movable, property which has been or is to be sold
or transferred by the Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary, provided that this subsection 7.11 shall not prohibit any sale and
leaseback resulting from the incurrence of



                                                                              69

any lease in respect of any capital asset entered into within 180 days of the
acquisition of such capital asset for the purpose of providing permanent
financing of such capital asset.

            7.12 Limitations on Change in Holding Company Status. Permit LIN TV
to engage in any activities, make any Capital Expenditures, or incur any
Indebtedness or Guarantee Obligations other than (a) activities customarily
carried out or required of a publicly-owned company (including in connection
with any issuance of Capital Stock and the appointment and employment of
officers and employees), (b) performance of its obligations pursuant to each of
(i) the Joint Venture Loan Guarantee, (ii) the Stock Pledge Agreement and (iii)
the Parent Guarantee, (c) other activities incidental to its ownership of the
Capital Stock and obligations of the Borrower and its Subsidiaries permitted
hereunder and the management thereof (including in connection with guarantees of
obligations of the Borrower and its Subsidiaries), and (d) activities
contemplated by subsection 7.6 or subsection 7.8(o) or (p) and the ownership and
management of cash and Cash Equivalents and like assets and other assets
incidental to the conduct of its activities as a publicly owned company.

                          SECTION 8. EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

            (a) The Borrower or the Permitted Borrower, as applicable, shall
fail to pay any principal of any Loan or Reimbursement Obligation when due in
accordance with the terms hereof; or the Borrower shall fail to pay any interest
on any Loan or Reimbursement Obligation, or any other amount payable hereunder
or under any other Loan Document, and such failure continues for a period of (i)
in the case of fees and interest payable under subsections 2.6, 2.12 and 3.3(a),
five Business Days after such fees or interest become due, and (ii) in the case
of any other fees, interest or other amounts, five Business Days after the day
on which written notice of such failure shall have been given to the Borrower by
the Administrative Agent or any Lender; or

            (b) Any representation or warranty made or deemed made by any Loan
Party herein or in any other Loan Document or which is contained in any
certificate delivered pursuant to subsection 6.2(a) or contained in any
amendment or waiver of any Loan Document or in any Incremental Term Loan
Activation Notice or Incremental Revolving Loan Activation Notice shall prove to
have been inaccurate in any material respect on or as of the date made or deemed
made; or

            (c) The Borrower shall default in the observance or performance of
any agreement contained in subsection 6.4(a)(ii) (as to the continued existence
of the Borrower only) or subsection 6.7, subsection 6.9 (d) or Section 7 (other
than Section 7.12) of this Agreement; or

            (d) The Borrower, any of its Subsidiaries or LIN TV shall default in
the observance or performance of any other agreement contained in this Agreement
or any other Loan Document (other than as provided in paragraphs (a) through (c)
of this subsection), and such default shall continue unremedied for a period of
30 days after written notice thereof from the Administrative Agent to the
Borrower; or

            (e) The Borrower, any Subsidiary Guarantor or LIN TV shall (i)
default in making any payment of any principal of or interest on any
Indebtedness (other than pursuant to



                                                                              70

the Loan Documents) beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or (ii)
default in the observance or performance of any other agreement or condition
relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee
or agent on behalf of such holder or beneficiary) to cause such Indebtedness to
become due prior to its stated maturity, provided that a default, event or
condition described in clause (i) or (ii) of this paragraph (e) shall not at any
time constitute an Event of Default under this Agreement unless, at such time,
one or more defaults, events or conditions (without duplication as to the same
item of Indebtedness) of the type described in clauses (i) and (ii) of this
paragraph (e) shall have occurred and be continuing with respect to Indebtedness
the outstanding principal amount of which exceeds in the aggregate $25,000,000;
or

            (f) (i) The Borrower, any Subsidiary Guarantor or LIN TV shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, winding up, liquidation, dissolution,
composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or substantially all of its assets, or the Borrower,
any Subsidiary Guarantor or LIN TV shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the Borrower,
any Subsidiary Guarantor or LIN TV any case, proceeding or other action of a
nature referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 90 days; or (iii) there
shall be commenced against the Borrower or any Subsidiary Guarantor any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or substantially all of its
assets which results in the entry of an order for any such relief which shall
not have been vacated, discharged, or stayed or bonded pending appeal within 90
days from the entry thereof, or (iv) the Borrower, any Subsidiary Guarantor or
LIN TV shall take any corporate action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) the Borrower or any Subsidiary Guarantor shall
not, or shall be unable to, or shall admit in writing its inability to,
generally pay its debts (other than intercompany debt) as they become due; or

            (g) (i) The Borrower or the Permitted Borrower shall engage in any
"prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
defined in Section 302 of ERISA) whether or not waived shall exist with respect
to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets
of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a trustee
appointed (or a trustee shall be appointed) to administer, or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is likely to result in the termination of such Plan for
purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
purposes of Title IV of ERISA and (v) the Borrower or the Permitted Borrower
shall incur any liability in connection with a withdrawal from, or the
Insolvency or



                                                                              71

Reorganization of, a Multiemployer Plan; and in each case in clauses (i) through
(v) above, such event or condition, together with all other such events or
conditions, if any, could reasonably be expected to have a Material Adverse
Effect; or

            (h) One or more judgments or decrees shall be entered against the
Borrower, any Subsidiary Guarantor or LIN TV involving in the aggregate a
liability (not paid or fully covered by insurance) of $25,000,000 or more, and
all such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof; or

            (i) Any Loan Document shall, at any time, cease to be in full force
and effect (unless released by the Administrative Agent at the direction of the
Required Lenders or all Lenders (to the extent required by subsection 10.1) or
as otherwise permitted under this Agreement or the other Loan Documents) or
shall be declared null and void (and, if such invalidity is such so as to be
amenable to cure without materially disadvantaging the position of the
Administrative Agent and the Lenders thereunder, the relevant Loan Party shall
have failed to cure such invalidity within 30 days after notice from the
Administrative Agent), or the validity or enforceability thereof shall be
contested by any Loan Party, or any of the Liens intended to be created by any
Security Document (including, without limitation, any Mortgage filed pursuant to
subsection 10.17) shall cease to be or shall not be a valid and perfected Lien
having the priority contemplated thereby (and, if such invalidity is such so as
to be amenable to cure without materially disadvantaging the position of the
Administrative Agent and the Lenders as secured parties thereunder, the relevant
Loan Party shall have failed to cure such invalidity within 30 days after notice
from the Administrative Agent); or

            (j) A Change of Control shall occur or LIN TV shall fail to own
directly or indirectly, beneficially and of record, 100% of the Capital Stock of
the Borrower free and clear of all Liens other than Liens in favor of the
Lenders pursuant to the Loan Documents; or

            (k) The principal broadcasting licenses of any Station, or any other
material authorizations, licenses or permits issued by the FCC, shall be revoked
or canceled or expire by its terms and not be renewed, or shall be modified, in
each case in a manner which would have a Material Adverse Effect; or

            (l) Any event of default shall have occurred and be continuing under
the Joint Venture Loan and the lender thereunder shall have instituted
proceedings against LIN TV with respect to the Joint Venture Loan Guarantee, the
outcome of which could reasonably be expected to have a Material Adverse Effect.

then (A) if such event is an Event of Default specified in clause (i) or (ii) of
paragraph (f) above with respect to the Borrower or the Permitted Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) shall immediately become due and payable, and (B) if such event is
any other Event of Default, either or any of the following actions may be taken:
(i) with the consent of the Majority Revolving Credit Facility Lenders, the
Administrative Agent may, or upon the request of the Majority Revolving Credit
Facility Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Revolving Credit Commitments to



                                                                              72

be terminated forthwith, whereupon the Revolving Credit Commitments shall
immediately terminate and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal
to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).
Except as otherwise expressly provided above in this Section 8, the Borrower
waives presentment, demand, protest or other notice of any kind.

                      SECTION 9. THE ADMINISTRATIVE AGENT

            9.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably authorizes
the Administrative Agent, in such capacity, to take such action on its behalf
under the provisions of this Agreement and the other Loan Documents and to
exercise such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto
to the extent permitted by applicable law. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

            9.2 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

            9.3 Exculpatory Provisions. Neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (a) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan
Document (except to the extent that any of the foregoing are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from its or such Person's own gross negligence or willful misconduct) or (b)
responsible in any manner to any of the Lenders



                                                                              73

for any recitals, statements, representations or warranties made by any Loan
Party or any officer thereof contained in this Agreement or any other Loan
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by the Administrative Agent under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Loan Party a
party thereto to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

            9.4 Reliance by Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the owner thereof for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders (or, if so specified by this Agreement, all Lenders) as it
deems appropriate or it shall first be indemnified to its satisfaction by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement and the other Loan Documents in accordance with a request
of the Required Lenders (or, if so specified by this Agreement, all Lenders),
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Loans.

            9.5 Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders), provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

            9.6 Non-Reliance on the Administrative Agent and Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
the Administrative Agent hereafter taken, including any review of the affairs of
a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent



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or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates and made its own
decision to make its Loans hereunder and enter into this Agreement. Each Lender
also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
any Loan Party or any affiliate of a Loan Party which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.

            9.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their pro rata share of the aggregate Revolving Credit
Exposure, Term Loans outstanding and unused Commitments in effect on the date on
which indemnification is sought under this subsection 9.7 (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such share immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent in any
way relating to or arising out of, the Commitments, this Agreement, any of the
other Loan Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing, provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements which are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted
from the Administrative Agent's gross negligence or willful misconduct. The
agreements in this subsection 9.7 shall survive the payment of the Loans and all
other amounts payable hereunder.

            9.8 Agent in Its Individual Capacity. The Administrative Agent and
its affiliates may make loans to, accept deposits from and generally engage in
any kind of business with any Loan Party as though the Administrative Agent were
not an Agent. With respect to its Loans made or renewed by it and with respect
to any Letter of Credit issued or participated in by it, the Administrative
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include the Administrative
Agent in its individual capacity.

            9.9 Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor



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agent shall be approved by the Borrower (which approval shall not be
unreasonably withheld or delayed), whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

            9.10 Documentation Agents, Co-Documentation Agents and Syndications
Agent. Neither the Documentation Agents or the Co-Documentation Agents or the
Syndication Agent shall have any duties or responsibilities hereunder in their
respective capacities as such.

                            SECTION 10. MISCELLANEOUS

            10.1 Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this subsection 10.1. The
Required Lenders and each Loan Party to the relevant Loan Documents may, or,
with the written consent of the Required Lenders, the Administrative Agent and
each Loan Party to the relevant Loan Document may, from time to time, (a) enter
into written amendments, supplements or modifications hereto and to the other
Loan Documents for the purpose of adding any provisions to this Agreement or the
other Loan Documents or changing in any manner the rights of the Lenders or of
the Loan Parties hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or
the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Term Loan or Incremental Term Loan,
reduce the stated rate of any interest, fee or letter of credit commission
payable hereunder or extend the scheduled date of any payment thereof, or
increase the amount or extend the expiration date of any Lender's Revolving
Credit Commitment, Tranche A Term Loan Facilities, Incremental Term Loan
Facilities or Incremental Revolving Facilities, in each case without the consent
of each Lender directly affected thereby; (ii) amend, modify or waive any
provision of this subsection 10.1 or reduce any percentage specified in the
definition of Required Lenders, consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents, release all or substantially all of the collateral or release
all or substantially all of the Subsidiary Guarantors from their obligations
under the Guarantee and Collateral Agreement other than pursuant to a
transaction permitted by this Agreement, in each case without the written
consent of all Lenders; (iii) amend, modify or waive any condition precedent to
any extension of credit under the Revolving Credit Facility or Incremental
Revolving Loan Facility set forth in subsection 5.2 without the written consent
of the Majority Facility Lenders for such Facility; (iv) change the allocation
of payments among the Tranche A Term Loan Facilities and the Incremental Term
Loan Facilities, as applicable, specified in subsection 2.15(b) or the
allocation of payments between the Facilities pursuant to subsection 2.9(b), in
each case without the consent of the Majority Facility Lenders in respect of
each Facility adversely affected thereby; (v) amend the definition of the term
"Majority Facility Lenders" or "Majority Revolving Credit Facility Lenders" or
modify in any other manner the number, percentages or class of Lenders required
to make any determinations or waive any rights hereunder



                                                                              76

or to modify any provision hereof without the consent of each Lender directly
affected thereby; (vi) amend, modify or waive any provision of Section 9 without
the written consent of the Administrative Agent; (vii) amend, modify or waive
any provision of Section 3 without the written consent of the Issuing Lenders;
or (viii) amend, modify or waive any provision of subsection 2.4(c) without the
written consent of the Swingline Lender. In furtherance of clause (iii) of this
subsection 10.1, no amendment to or waiver of any representation or warranty or
any covenant contained in this Agreement or any other Loan Document, or of any
Default or Event of Default, shall be deemed to be effective for purposes of
determining whether the conditions precedent set forth in subsection 5.2 to the
making of any extension of credit after the Effective Date have been satisfied
unless the Majority Facility Lenders for the Revolving Credit Facility or any
Incremental Revolving Loan Facility, as the case may be, shall have consented to
such amendment or waiver. Any waiver and any amendment, supplement or
modification in accordance with this subsection 10.1 shall apply equally to each
of the Lenders and shall be binding upon the Loan Parties, the Lenders, the
Administrative Agent and all future holders of the Loans. In the case of any
waiver, the Loan Parties, the Lenders and the Administrative Agent shall be
restored to their former position and rights hereunder and under the other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.

            10.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy and, in the case of the Administrative Agent, by email in a pdf
attachment), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or, in the case of telecopy or
email notice, when received, addressed as follows in the case of the Borrower,
the Permitted Borrower and the Administrative Agent, and as set forth on the
signature pages hereto, in an administrative questionnaire provided to the
Administrative Agent or in any Assignment and Acceptance in the case of the
Lenders, or to such other address as may be hereafter notified by the respective
parties hereto:

            The Borrower and the Permitted   c/o LIN Television Corporation
            Borrower:                        1 Richmond Square, Suite 230E
                                             Providence, Rhode Island 02906
                                             Attention: Vincent Sadusky
                                             Telecopy: 401-454-0089

            The Administrative               JPMorgan Chase Bank, N.A.
            Agent:                           1111 Fannin Street, 10th Floor
                                             Houston, Texas 77002
                                             Attention: Christie Vo,
                                              Account Manager
                                             Telecopy: 713-750-2358

            with a copy to:                  JPMorgan Chase Bank, N.A.
                                             270 Park Avenue, 4th Floor
                                             New York, New York 10017
                                             Attention: Tracey Ewing
                                             Telecopy: 212-270-5127



                                                                              76

             Deutsche Bank Trust Company      For standby Letters of Credit:
             Americas, as Issuing Lender      Deutsche Bank Trust Company
                                               Americas
                                              60 Wall Street
                                              New York, New York 10005
                                              MS NYC 60-2708
                                              Attention: Global Loan Operations,
                                               Standby Letter of Credit

                                              For trade Letters of Credit:
                                              Deutsche Bank Trust Company
                                               Americas
                                              60 Wall Street
                                              New York, New York 10005
                                              MS NYC 60-2708
                                              Attention: Trade and Risk
                                               Services, Import LC

            10.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any party hereto, any right, remedy, power
or privilege hereunder or under the other Loan Documents shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            10.4 Survival of Representations and Warranties. All representations
and warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.

            10.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
reasonable fees and disbursements of a single counsel to the Administrative
Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all
its reasonable costs and expenses incurred in connection with the enforcement of
any rights under this Agreement, the other Loan Documents and any such other
documents, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent and, at any time after and during the
continuance of an Event of Default, of one counsel of all the Lenders, (c) to
pay, indemnify, and hold harmless each Lender, the Administrative Agent and each
Joint Lead Arranger from and against any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, the other Loan Documents and any such other
documents, and (d) to pay, indemnify and hold harmless each Lender and the
Administrative Agent and their respective officers, directors, trustees,
professional advisors, employees, affiliates, agents and controlling



                                                                              78

persons (each, an "indemnitee") from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, any of the foregoing relating to the use of proceeds of the
Loans or the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of the facilities or properties owned, leased or operated by
the Borrower or any of its Subsidiaries (all the foregoing in this clause (d),
collectively, the "indemnified liabilities"), provided that the Borrower shall
have no obligation hereunder to any indemnitee with respect to indemnified
liabilities to the extent such indemnified liabilities are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such indemnitee or, in the
case of indemnified liabilities arising under this Agreement, any Notes and the
other documents, from material breach by the indemnitee of this Agreement, any
Notes or the other Loan Documents, as the case may be. The agreements in this
subsection 10.5 shall survive repayment of the Loans and all other amounts
payable hereunder.

            10.6 Successors and Assigns; Participations and Assignments. (a) The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby
(including any affiliate of any Issuing Lender that issues any Letter of
Credit), except that (i) neither the Borrower nor the Permitted Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower or the Permitted Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this subsection.

            (b) (i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees (each, an "Assignee") all
or a portion of its rights and obligations under this Agreement (including all
or a portion of its Commitments and the Loans at the time owing to it) with the
prior written consent (such consent not to be unreasonably withheld) of:

            (A) the Borrower, provided that no consent of the Borrower shall be
      required for an assignment to a Lender, an affiliate of a Lender, an
      Approved Fund (as defined below) or, if an Event of Default under
      subsection 8(a) or (f) has occurred and is continuing, any other Person;

            (B) the Administrative Agent, provided that no consent of the
      Administrative Agent shall be required for an assignment of (x) any
      Revolving Credit Commitment or an Incremental Revolving Loan Amount to an
      assignee that is a Lender with a Revolving Credit Commitment or an
      Incremental Revolving Loan Amount immediately prior to giving effect to
      such assignment or (y) all or any portion of a Term Loan to a Lender, an
      Affiliate of a Lender or an Approved Fund; and

            (C) the Issuing Lenders, provided that no consent of the Issuing
      Lenders shall be required for an assignment of all or portion of a Term
      Loan or an Incremental Revolving Loan Amount.

            (ii) Assignments shall be subject to the following additional
conditions:



                                                                              79

            (A) except in the case of an assignment to a Lender, an affiliate of
      a Lender or an Approved Fund or an assignment of the entire remaining
      amount of the assigning Lender's Commitments or Loans under any Facility,
      the amount of the Commitments or Loans of the assigning Lender subject to
      each such assignment (determined as of the date the Assignment and
      Acceptance with respect to such assignment is delivered to the
      Administrative Agent) shall not be less than $5,000,000 (or, in the case
      of the Tranche A Term Loan Facility or any Incremental Term Loan Facility,
      $1,000,000) unless each of the Borrower and the Administrative Agent
      otherwise consent, provided that (1) no such consent of the Borrower shall
      be required if an Event of Default under subsection 8(a) or (f) has
      occurred and is continuing and (2) such amounts shall be aggregated in
      respect of each Lender and its affiliates or Approved Funds, if any;

            (B) assignments need not be ratable as among the Facilities,
      provided that any assignment with respect to the Tranche A Term Loan
      Facility shall be made ratably as between the Tranche A Term Loans of the
      Borrower and the Tranche A Term Loans of the Permitted Borrower;

            (C) the parties to each assignment shall execute and deliver to the
      Administrative Agent an Assignment and Acceptance, together with a
      processing and recordation fee of $3,500; and

            (D) the Assignee, if it shall not be a Lender, shall deliver to the
      Administrative Agent an administrative questionnaire.

            For the purposes of this subsection 10.6, the terms "Approved Fund"
has the following meaning:

            "Approved Fund" means any Person (other than a natural person) that
      is engaged in making, purchasing, holding or investing in bank loans and
      similar extensions of credit in the ordinary course of its business and
      that is administered or managed by (a) a Lender, (b) an Affiliate of a
      Lender or (c) an entity or an Affiliate of an entity that administers or
      manages a Lender.

            (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) below, and subject to paragraph (b)(vi) below, from and after
the effective date specified in each Assignment and Acceptance the Assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of subsections 2.16, 2.17, 2.18 and 10.5). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection 10.6 shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (c) of this subsection.

            (iv) The Administrative Agent, acting for this purpose as an agent
of the Borrower, shall maintain at one of its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and



                                                                              80

principal amount of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the "Register"). The entries in the
Register shall be conclusive, and the Borrower, the Administrative Agent, the
Issuing Lender and the other Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by the Borrower, the Issuing Lender
and any other Lender, at any reasonable time and from time to time upon
reasonable prior notice.

            (v) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an Assignee, the Assignee's completed
administrative questionnaire (unless the Assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this subsection and any written consent to such assignment required by paragraph
(b) of this subsection, the Administrative Agent shall accept such Assignment
and Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

            (vi) Any Assignee that is a Non-U.S. Lender shall not be entitled to
the benefits of subsection 2.17 unless such Assignee complies with subsection
2.17(b). In no event shall an Assignee be entitled to receive any greater
payment under subsection 2.16, 2.17 or 2.18 than the applicable Lender would
have been entitled to receive as of the date of the assignment with respect to
the Loan, Commitment or L/C Obligation (or portion of any thereof) sold to such
Assignee (other than as a result of an adoption of or change in any Requirement
of Law occurring after the date of the assignment).

            (c) (a)Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a "Participant") in all or a portion of such Lender's rights and obligations
under this Agreement (including all or a portion of its Commitments and the
Loans owing to it); provided that (A) such Lender's obligations under this
Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Permitted Borrower, the Administrative Agent, the
Issuing Lenders and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement. Any agreement pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver that (1) requires the consent of each Lender
directly affected thereby pursuant to the proviso to the second sentence of
subsection 10.1 and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this subsection, the Borrower agrees that each Participant shall be
entitled to the benefits of subsections 2.16, 2.17 and 2.18 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this subsection. To the extent permitted by law, each
Participant also shall be entitled to the benefits of subsection 10.7(b) as
though it were a Lender, provided such Participant shall be subject to
subsection 10.7(a) as though it were a Lender.

            (ii) Any Participant that is a Non-U.S. Lender shall not be entitled
to the benefits of subsection 2.17 unless such Participant complies with
subsection 2.17(b). In no event shall a Participant be entitled to receive any
greater payment under subsection 2.16, 2.17 or 2.18 than the



                                                                              81

applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant.

            (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this subsection shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or Assignee for such Lender as a party hereto.
Any Approved Fund may, without the consent of the Borrower or Administrative
Agent, pledge all or any portion of its rights under this Agreement, including
the Loans or any other instrument evidencing its rights as a Lender under this
Agreement, to any holder of, trustee for, or any other representative of holders
of, obligations owed or securities issued, by such fund, as security for such
obligations or securities; provided that any foreclosure or similar action by
such trustee or representative shall be subject to the provisions of this
subsection 10.6(b) concerning assignments.

            (e) Each of the Borrower and the Permitted Borrower, upon receipt of
written notice from the relevant Lender and in order to facilitate transactions
of the type described in paragraph (d) above, agree to execute and deliver to
such Lender (i) a promissory note evidencing the Revolving Credit Loans of such
Lender, substantially in the form of Exhibit I-1 (each as amended, supplemented,
replaced or otherwise modified from time to time, a "Revolving Credit Note"),
and/or (ii) a promissory note evidencing the applicable Term Loan of such
Lender, substantially in the form of Exhibit I-2 (each as amended, supplemented,
replaced or otherwise modified from time to time, a "Term Note"), and/or (iii) a
promissory note evidencing the Swingline Loans of the Swingline Lender,
substantially in the form of Exhibit I-3 (as amended, supplemented, replaced or
otherwise modified from time to time, the "Swingline Note").

            (f) The Borrower and the Permitted Borrower authorizes each Lender
to disclose to any Participant or Assignee (each, a "Transferee") and any
prospective Transferee any and all financial information concerning the Loan
Parties and their respective affiliates which has been delivered to such Lender
by or on behalf of any Loan Party pursuant to this Agreement or any other Loan
Document or which has been delivered to such Lender by or on behalf of any Loan
Party in connection with such Lender's credit evaluation of the Loan Parties and
their respective affiliates, under the condition that such Transferee or
prospective Transferee shall previously have agreed to be bound by the
provisions of subsection 10.15.

            10.7 Adjustments; Set-off. (a) Except to the extent that this
Agreement provides for payments to be allocated to the Lenders under a
particular Facility, if any Lender (a "Benefited Lender") shall at any time
receive any payment of all or part of its Loans or the Reimbursement Obligations
owing to it, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in subsection 8(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Lender, if any, in respect of such other Lender's Loans or the Reimbursement
Obligations owing to such other Lender, or interest thereon, such Benefited
Lender shall purchase for cash from the other Lenders a participating interest
in such portion of each such other Lender's Loans and/or of the Reimbursement
Obligations owing to each such other Lender, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral or proceeds ratably with each of the Lenders; provided,
however, that if all or any portion of such



                                                                              82

excess payment or benefits is thereafter recovered from such Benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned,
to the extent of such recovery, but without interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, upon any amount becoming due and
payable by the Borrower or the Permitted Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise) to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured at any time held or owing
by such Lender or any branch or agency thereof to or for the credit or the
account of the Borrower or the Permitted Borrower, as applicable. Each Lender
agrees promptly to notify the Borrower and the Administrative Agent after any
such setoff and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such setoff and application.

            10.8 Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower, the Permitted
Borrower and the Administrative Agent.

            10.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            10.10 Integration. This Agreement, the other Loan Documents, any
Incremental Revolving Loan Activation Notice and any Incremental Term Loan
Activation Notice represent the entire agreement of the Borrower, the Permitted
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter hereof and thereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to the subject matter hereof or thereof not expressly set forth or referred to
herein or in the other Loan Documents.

            10.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            10.11 Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:

            (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the Courts
      of the State of New York, the courts of the United States of America for
      the Southern District of New York, and appellate courts from any thereof,



                                                                              83

            (b) consents that any such action or proceeding may be brought in
      such courts and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (c) agrees that service of process in any such action or proceeding
      may be effected by mailing a copy thereof by registered or certified mail
      (or any substantially similar form of mail), postage prepaid, to such
      party, as applicable, at its address set forth in subsection 10.2 or at
      such other address of which the Administrative Agent shall have been
      notified pursuant thereto;

            (d) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction; and

            (e) waives, to the maximum extent not prohibited by law, any right
      it may have to claim or recover in any legal action or proceeding referred
      to in this subsection 10.12 any special, exemplary, punitive or
      consequential damages.

            10.12 Acknowledgments. Each party hereto hereby acknowledges that:

            (a) it has been advised by counsel in the negotiation, execution and
      delivery of this Agreement and the other Loan Documents;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or duty to either the Borrower or the
      Permitted Borrower arising out of or in connection with this Agreement or
      any of the other Loan Documents, and the relationship between the
      Administrative Agent and Lenders, on one hand, and the Borrower and the
      Permitted Borrower, on the other hand, in connection herewith or therewith
      is solely that of debtor and creditor; and

            (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Lenders or among the Borrower and the Lenders.

            10.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE PERMITTED BORROWER.
THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

            10.15 Confidentiality. The Administrative Agent and each Lender
agrees to keep information obtained by it pursuant hereto and the other Loan
Documents confidential in accordance with such Lender's customary practices and
agrees that it will only use such information in connection with the
transactions contemplated by this Agreement and not disclose any of such
information other than (a) to such Lender's employees, representatives,
directors, attorneys, auditors, agents, professional advisors, trustees or
affiliates who are advised of the confidential nature of such information or to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provision of this



                                                                              84

subsection 10.15), (b) to the extent such information presently is or hereafter
becomes available to such Lender on a non-confidential basis from any source or
such information is in the public domain at the time of disclosure, (c) to the
extent disclosure is required by law (including applicable securities laws),
regulation, subpoena or judicial order or process (provided that notice of such
requirement or order shall be promptly furnished to the Borrower unless such
notice is legally prohibited) or requested or required by bank, securities,
insurance or investment company regulations or auditors or any administrative
body or commission (including the National Association of Securities Dealers and
the Securities Valuation Office of the National Association of Insurance
Commissioners) to whose jurisdiction such Lender may be subject, (d) to any
rating agency to the extent required in connection with any rating to be
assigned to such Lender, (e) to Transferees or prospective Transferees who agree
to be bound by the provisions of this subsection 10.15, (f) to the extent
required in connection with any litigation between any Loan Party and any Lender
with respect to the Loans or this Agreement and the other Loan Documents or (g)
with the Borrower's prior written consent. The agreements in this subsection
10.15 shall survive repayment of the Loans and all other amounts payable
hereunder.

            10.16 FCC Compliance. Notwithstanding anything to the contrary
contained herein or in any other agreement, instrument or document executed in
connection herewith, no party hereto shall take any actions hereunder that would
constitute or result in a transfer or assignment of any Station License, permit
or authorization or a change of control over such Station License, permit or
authorization requiring the prior approval of the FCC without first obtaining
such prior approval of the FCC.

            10.17 Filing of Mortgages. Notwithstanding anything to the contrary
contained in this Agreement, it is understood and agreed that (a) the Mortgages
will not be filed on, or within 60 Business Days after, the Effective Date and
(b) at any time after the delivery thereof in accordance with subsection 6.9(b),
at the request of the Administrative Agent or the Required Lenders, the
Mortgages shall be filed in the offices specified therein.

                          SECTION 11. CROSS-GUARANTEE

            11.1 Guarantee. (a) The Borrower hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Tranche A Term Loan Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment by the Permitted
Borrower when due (whether at the stated maturity, by acceleration or otherwise)
of the Permitted Borrower's Obligations.

            (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Borrower under this subsection
11.1 shall (i) in no event exceed the amount which can be guaranteed by the
Borrower under applicable federal and state laws relating to the insolvency of
debtors and (ii) be limited to an aggregate amount equal to the largest amount
that would not render its obligations hereunder subject to avoidance under
Section 548 of the United States Bankruptcy Code or any applicable provisions of
any applicable state law.

            (c) The Borrower agrees that the Permitted Borrower's Obligations
may at any time and from time to time exceed the amount of the liability of the
Borrower hereunder without impairing the guarantee contained in this subsection
11.1 or affecting the rights and remedies of the Administrative Agent or any
Lender hereunder.



                                                                              85

            (d) The guarantee contained in this subsection 11.1 shall remain in
full force and effect until all the Permitted Borrower's Obligations shall have
been satisfied by payment in full.

            (e) No payment made by the Permitted Borrower, any of the
Guarantors, any other guarantor or any other Person or received or collected by
the Administrative Agent or any Lender from the Permitted Borrower, any of the
Guarantors, any other guarantor or any other Person by virtue of any action or
proceeding or any set-off or appropriation or application at any time or from
time to time in reduction of or in payment of the Permitted Borrower's
Obligations shall be deemed to modify, reduce, release or otherwise affect the
liability of the Borrower hereunder which shall, notwithstanding any such
payment, remain liable for the Permitted Borrower's Obligations up to the
maximum liability of the Borrower hereunder until the Permitted Borrower's
Obligations are paid in full.

            11.2 No Subrogation. Notwithstanding any payment made by the
Borrower under subsection 11.1 or any set-off or application of funds of the
Borrower by the Administrative Agent or any Lender, the Borrower shall not be
entitled to be subrogated to any of the rights of the Administrative Agent or
any Lender against the Permitted Borrower or any collateral security or
guarantee or right of offset held by the Administrative Agent or any Lender for
the payment of the Permitted Borrower's Obligations, nor shall the Borrower seek
or be entitled to seek any contribution or reimbursement from the Permitted
Borrower in respect of payments made by the Borrower under subsection 11.1,
until all amounts owing to the Administrative Agent and the Lenders by the
Permitted Borrower on account of the Permitted Borrower's Obligations are paid
in full. If any amount shall be paid to the Borrower on account of such
subrogation rights at any time when all of the Permitted Borrower's Obligations
shall not have been paid in full, such amount shall be held by the Borrower in
trust for the Administrative Agent and the Lenders, segregated from other funds
of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned
over to the Administrative Agent in the exact form received by the Borrower
(duly indorsed by the Borrower to the Administrative Agent, if required), to be
applied against the Permitted Borrower's Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.

            11.3 Amendments, etc. with respect to the Borrower Obligations. The
Borrower shall remain obligated under Section 11 notwithstanding that, without
any reservation of rights against the Borrower and without notice to or further
assent by the Borrower, any demand for payment of any of the Permitted
Borrower's Obligations made by the Administrative Agent or any Lender may be
rescinded by the Administrative Agent or such Lender and any of the Permitted
Borrower's Obligations continued, and the Permitted Borrower's Obligations, or
the liability of any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered or released by
the Administrative Agent or any Lender, and any provision of this Agreement and
the other Loan Documents and any other documents executed and delivered in
connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Administrative Agent (or the Required Lenders or all
Lenders, as the case may be) may deem advisable from time to time, and any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Permitted Borrower's
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any Lender shall have any obligation to protect,
secure, perfect or insure any Lien at any time held by it as security for the
Permitted Borrower's Obligations or for the guarantee contained in this Section
11 or any property subject thereto.



                                                                              86

            11.4 Guarantee Absolute and Unconditional. The Borrower waives any
and all notice of the creation, renewal, extension or accrual of any of the
Permitted Borrower's Obligations and notice of or proof of reliance by the
Administrative Agent or any Lender upon the guarantee contained in this Section
11 or acceptance of the guarantee contained in this Section 11; the Permitted
Borrower's Obligations, and any of them, shall conclusively be deemed to have
been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guarantee contained in this Section 11; and all dealings
between the Permitted Borrower and the Borrower, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Section 11. The Borrower waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Permitted Borrower with respect to the Permitted Borrower's
Obligations. The Borrower understands and agrees that the guarantee contained in
this Section 11 shall be construed as a continuing, absolute and unconditional
guarantee of payment without regard to (a) the validity or enforceability of
this Agreement or any other Loan Document, any of the Permitted Borrower's
Obligations or any other collateral security therefor or guarantee or right of
offset with respect thereto at any time or from time to time held by the
Administrative Agent or any Lender, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be
available to or be asserted by the Permitted Borrower or any other Person
against the Administrative Agent or any Lender, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Permitted Borrower or
such Guarantor) which constitutes, or might be construed to constitute, an
equitable or legal discharge of the Permitted Borrower for the Permitted
Borrower's Obligations, or of the Borrower under the guarantee contained in this
Section 11, in bankruptcy or in any other instance. When making any demand
hereunder or otherwise pursuing its rights and remedies hereunder against the
Borrower, the Administrative Agent or any Lender may, but shall be under no
obligation to, make a similar demand on or otherwise pursue such rights and
remedies as it may have against the Permitted Borrower, any other Guarantor or
any other Person or against any collateral security or guarantee for the
Permitted Borrower's Obligations or any right of offset with respect thereto,
and any failure by the Administrative Agent or any Lender to make any such
demand, to pursue such other rights or remedies or to collect any payments from
the Permitted Borrower, any other Guarantor or any other Person or to realize
upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Permitted Borrower, any other Guarantor or any
other Person or any such collateral security, guarantee or right of offset,
shall not relieve the Borrower of any obligation or liability under this Section
11, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent or any
Lender against the Borrower. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

            11.5 Reinstatement. The guarantee contained in this Section 11 shall
continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Permitted Borrower's Obligations is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Permitted Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Permitted Borrower or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

            11.6 Payments. The Borrower hereby guarantees that payments under
this Section 11 will be paid to the Administrative Agent in Dollars without
set-off or counterclaim.



            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                      LIN TELEVISION CORPORATION

                                      By: ___________________________
                                             Name:
                                             Title:

                                      TELEVICENTRO OF PUERTO RICO, LLC

                                      BY: LIN TELEVISION OF SAN JUAN, INC., its
                                          managing member

                                          By:___________________________
                                              Name:
                                              Title:

                  [Signature Page to LIN TV Credit Agreement]



                        JPMORGAN CHASE BANK, N.A., individually and as
                          Administrative Agent, Swingline Lender and Issuing
                          Lender

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]



                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                          individually and as Syndication Agent
                          and an Issuing Lender

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]



                        BANK OF AMERICA, N.A., individually and as Documentation
                          Agent

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]



                        THE BANK OF NOVA SCOTIA, individually and as
                          Documentation Agent

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]



                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                          individually and as Documentation Agent

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]



                        SUNTRUST BANK, individually and as Co-Documentation
                          Agent

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]



                        SUMITOMO MITSUI BANKING CORPORATION,
                           as Lender

                        By:___________________________
                             Name:
                             Title:

                   [Signature Page to LIN TV Credit Agreement]


                                   UFJ BANK, as Lender

                                   By: ___________________________
                                        Name:
                                        Title:

                   [Signature Page to LIN TV Credit Agreement]



                                   MIZUHO CORPORATE BANK, LTD., as Lender

                                   By: ___________________________
                                        Name:
                                        Title:

                   [Signature Page to LIN TV Credit Agreement]



                                   U.S. BANCORP, as Lender

                                   By: ___________________________
                                        Name:
                                        Title:

                   [Signature Page to LIN TV Credit Agreement]



                                   BANK OF TOKYO-MITSUBISHI TRUST
                                       COMPANY, as Lender

                                   By: ___________________________
                                        Name:
                                        Title:

                   [Signature Page to LIN TV Credit Agreement]



                                   UNION BANK OF CALIFORNIA, N.A., as Lender

                                   By: ___________________________
                                        Name:
                                        Title:

                   [Signature Page to LIN TV Credit Agreement]



                                   THE BANK OF NEW YORK, as Lender

                                   By: ___________________________
                                        Name:
                                        Title:

                   [Signature Page to LIN TV Credit Agreement]



                                   MORGAN STANLEY, as Lender

                                   By: ___________________________
                                        Name:
                                        Title:



                                                                               3

                                                                       EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE

To:  The Lenders Parties to the
     Credit Agreement Described Below

            This Compliance Certificate is furnished pursuant to Section 6.2(a)
of the Credit Agreement, dated as of March ___, 2005, among LIN Television
Corporation (the "Borrower"), Televicentro of Puerto Rico, LLC, the several
banks and other financial institutions from time to time parties thereto,
JPMorgan Chase Bank, N.A., as administrative agent, issuing lender and swingline
lender, and the other parties named therein (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"). Unless otherwise
defined herein, capitalized terms used in this Compliance Certificate have the
meanings ascribed to them in the Credit Agreement.

            THE UNDERSIGNED HEREBY CERTIFIES AS OF THE DATE HEREOF THAT:

            1.    I am the duly elected ____ of the Borrower;

            2.    I have reviewed the terms of the Credit Agreement and I have
made, or have caused to be made under my supervision, a detailed review of the
financial condition of the Borrower and its Subsidiaries;

            3.    Except as set forth below, to the best of my knowledge, no
Default has occurred and is continuing; and

            4.    Schedule I attached hereto sets forth reasonably detailed
calculations demonstrating compliance with subsection 7.1 of the Credit
Agreement as of [insert date of most recently ended quarter].

            Described below are any Defaults that have occurred and are
continuing and any action which the Borrower or the relevant Subsidiary has
taken, is taking, or proposes to take with respect to each Default:

            The foregoing certifications, together with the calculations set
forth in Schedule I hereto and the financial statements delivered with this
Certificate, are made and delivered in my capacity described in paragraph 1
above for and on behalf of the Borrower this ___ day of ________, 200_.

                                   LIN TELEVISION CORPORATION

                                   By ____________________________
                                        Name:
                                        Title:



                      SCHEDULE I TO COMPLIANCE CERTIFICATE



                                                                       EXHIBIT C

                           FORM OF CLOSING CERTIFICATE

                              [NAME OF LOAN PARTY]

      This Certificate is given by [    ] (the "Company") pursuant to Section
5.1(e) of the Credit Agreement, dated as of March __, 2005 (the "Credit
Agreement"; terms defined therein being used herein as therein defined), among
LIN Television Corporation, as Borrower, Televicentro of Puerto Rico, LLC, the
several banks and other financial institutions from time to time parties
thereto, JPMorgan Chase Bank, N.A., as administrative agent, issuing lender and
swingline lender and the other parties named therein (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"). Unless
otherwise defined herein, capitalized terms used in this Closing Certificate
have the meanings ascribed to them in the Credit Agreement.

      The undersigned, [insert name], [insert title], of the Company does hereby
certify on behalf of the Company as of the date hereof that:

            5. [    ] is and at all times since [_______ __, 200_] has been, the
duly elected and qualified [Assistant] Secretary of the Company and the
signature set forth for such officer below is such officer's true and genuine
signature;

and the undersigned [Assistant] Secretary of the Company does hereby certify on
behalf of the Company as of the date hereof that:

            6. There are no liquidation or dissolution proceedings pending or to
my knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company after the date hereof;

            7. Attached hereto as Annex I is a correct and complete copy of
resolutions duly adopted by the Board of Directors of the Company on [_________
__, 200_ ]authorizing (i) the execution, delivery and performance of the Loan
Documents to which it is a party and (ii) the transactions contemplated by the
Loan Documents to which it is a party; such resolutions have not in any way been
amended, modified, revoked or rescinded and have been in full force and effect
since their adoption to and including the date hereof and are now in full force
and effect; such resolutions are the only [corporate] proceedings of the Company
now in force relating to or


                                                                             3

affecting the matters referred to therein; attached hereto as Annex 2 is a
correct and complete copy of the [By-Laws] of the Company as in effect at all
times since __________ __, 200_ to and including the date hereof, and such
[By-Laws] have not been amended, repealed, modified or restated; attached hereto
as Annex 3 is a correct and complete copy of the [Certificate of Incorporation]
of the Company as in effect at all times since [_________ __, 200_] to and
including as of the date hereof, and such Certificate of Incorporation has not
been amended, repealed, modified or restated;

            8. Each person who, as an officer of the Company signed the Credit
Agreement, the Guarantee and Collateral Agreement or any other document
delivered prior hereto or on the date hereof pursuant to, or in connection with,
the Credit Agreement or the transactions contemplated thereby, was at the
respective times of such signing and delivery, and is now, duly elected or
appointed, qualified and acting as such officer, and the signatures of such
persons appearing on such documents are their genuine signatures.

      IN WITNESS WHEREOF, the undersigned have hereunto set our names as of the
date set forth below.

By: _______________________________     By:______________________________
    Name:                                  Name:
    Title:                                 Title: [Assistant] Secretary

Date:  March __, 2005



                                                                               4

                                                                         Annex I

                                   Resolutions



                                                                               5

                                                                         Annex 2

                                    [By-Laws]



                                                                               6

                                                                         Annex 3

                         Certificate of [Incorporation]


                                                                       Exhibit E

                        FORM OF ASSIGNMENT AND ACCEPTANCE

      Reference is made to the Credit Agreement, dated as of March ___, 2005 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among LIN Television Corporation (the "Borrower"), Televicentro of
Puerto Rico, LLC (the "Permitted Borrower"), the several lenders from time to
time parties thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, as
Issuing Lender and as Swingline Lender. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

      The Assignor named on Schedule 1 (the "Assignor") and the Assignee named
on Schedule 1 (the "Assignee") agree as follows:

            9. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), an interest as specified in Schedule 1 (the
"Assigned Interest") in and to the Assignor's rights and obligations under the
Credit Agreement with respect to those Facilities described on Schedule 1
(individually, an "Assigned Facility"; collectively, the "Assigned Facilities"),
in a principal amount for each Assigned Facility as set forth on Schedule 1.

            10. The Assignor (a) represents and warrants that (i) it is legally
authorized to enter into this Assignment and Acceptance, (ii) it is the legal
and beneficial owner of the interest being assigned by it hereunder and (iii)
such interest is free and clear of all liens and encumbrances; (b) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document or any other instrument or document
furnished pursuant thereto or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement, any
other Loan Document or any other instrument or document furnished pursuant
thereto, other than that it is the legal and beneficial owner of the



                                                                              8

Assigned Interest, that it has not created any adverse claim upon the Assigned
Interest and that the Assigned Interest is free and clear of any such adverse
claim; and (c) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, the Permitted Borrower
or any of their Subsidiaries or the performance or observance by the Borrower,
the Permitted Borrower or any other Loan Party of any of their respective
obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant thereto.

            11. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the most
recent financial statements referred to in subsections 4.1 and 6.1 thereof and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment and Acceptance;
(c) agrees that it will, independently and without reliance upon the Assignor,
the Administrative Agent or any other Lender or agent and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement, the other Loan Documents
and any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and the other Loan Documents and will perform
in accordance with its terms all the obligations which by the terms of the
Credit



                                                                              9

Agreement and the other Loan Documents are required to be performed by it as a
Lender including, if it is organized under the laws of a jurisdiction outside
the United States, its obligation pursuant to subsection 2.17(b) of the Credit
Agreement.

            12. The effective date of this Assignment and Acceptance shall be as
specified on Schedule 1 (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to
subsection 10.6(b) of the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Administrative Agent, be
earlier than five Business Days after the execution hereof).

            13. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interests, fees and other
amounts) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
direct.

            14. From and after the Effective Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement and the other Loan Documents (other than any such rights which
expressly survive the termination thereof).

            15. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.



                                                                              10

      IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.



                                   SCHEDULE 1
                          TO ASSIGNMENT AND ACCEPTANCE
                        RELATING TO THE CREDIT AGREEMENT,
                          DATED AS OF MARCH ___, 2005,
                                      AMONG
                           LIN TELEVISION CORPORATION,
                        TELEVICENTRO OF PUERTO RICO, LLC,
                 THE LENDERS FROM TIME TO TIME PARTIES THERETO,
             AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT,
                   AS ISSUING LENDER AND AS SWINGLINE LENDER.

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:



                                       Principal                   Commitment Percentage Assigned
Facility Assigned                   Amount Assigned                       (if applicable)
- -----------------                   ---------------                ------------------------------
                                                             
                                      $_________                            __________%
                                      $_________                            __________%


The terms set forth above and in the Assignment and Acceptance to which this
Schedule I is attached are hereby agreed to:

                                        [Consented to and]* Accepted for the
                                        Recordation in the Register:

_____________, as Assignor              JPMORGAN CHASE BANK, N.A.,
                                        as Administrative Agent

By:                                     By:
   Name:                                    Name:
   Title:                                   Title:

                                        [Consented to]*

______________, as Assignee             [LIN TELEVISION CORPORATION]

By:                                     By:
   Name:                                   Name:
   Title:                                  Title:

- ----------
*     To be completed only if consents are required under Subsection 10.6(b).



                                                                       Exhibit F

                              FORM OF LEGAL OPINION
                             OF COVINGTON & BURLING

                                                                  March 11, 2005

The Lenders party to the Credit Agreement
    referred to below and JPMorgan Chase Bank, N.A.,
    as Administrative Agent
c/o JPMorgan Chase Bank, N.A.
270 Park Avenue, 4th Floor
New York, NY 10017
Ladies and Gentlemen:

      We have acted as special New York counsel to LIN Television Corporation, a
Delaware corporation (the "Borrower"), and Televicentro of Puerto Rico, LLC, a
Delaware limited liability company (the "Permitted Borrower"), in connection
with (i) the Credit Agreement, dated as of March 11, 2005 (the "Credit
Agreement"), among the Borrower and the Permitted Borrower, the several banks
and other financial institutions or entities from time to time parties thereto,
JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"),
as an issuing lender and as swingline lender, Deutsche Bank Trust Company
Americas, as syndication agent and as an issuing lender, Bank of America, The
Bank of Nova Scotia and Wachovia Bank, National Association, as documentation
agents, Suntrust Bank, as co-documentation agent, and J.P. Morgan Securities
Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint
bookrunners, (ii) the Guarantee and Collateral Agreement, dated as of March 11,
2005 (the "Guarantee and Collateral Agreement"), made by the Borrower, the
Permitted Borrower and certain other subsidiaries of the Borrower in favor of
the Administrative Agent, (iii) the Guarantee, dated as of March 11, 2005 (the
"Parent Guarantee"), made by LIN TV Corp. (the "Parent" and, together with the
Borrower and the Permitted Borrower, the "LIN Parties") in favor of the
Administrative Agent, and (iv) the Stock Pledge Agreement, dated as of March 11,
2005 (the "Parent Pledge Agreement" and, together with the Credit Agreement, the
Guarantee and Collateral Agreement and the Parent Guarantee, the "Loan
Documents"), made by the Parent in favor of the Administrative Agent. This
letter is delivered to you pursuant to Section 5.1(c) of the Credit Agreement.
Unless otherwise defined herein, capitalized terms used herein have the meanings
provided in the Credit Agreement.



March 11, 2005
Page 2

      We have reviewed the Loan Documents, the forms of UCC-1 financing
statements (collectively, the "Financing Statements") to be filed in the office
of the Secretary of State of Delaware pursuant to the Guarantee and Collateral
Agreement and the Parent Pledge Agreement, and such corporate records,
certificates and other documents, and such questions of law, as we have deemed
necessary or appropriate for the purposes of this opinion.

      We have assumed that all signatures are genuine, that all documents
submitted to us as originals are authentic and that all copies of documents
submitted to us conform to the originals. We have assumed further that each of
the parties to the Loan Documents (other than the LIN Parties) has duly
authorized, executed and delivered each of the Loan Documents to which it is a
party and that each of the Loan Documents is the valid and binding obligation of
each party thereto (other than the LIN Parties), enforceable against such party
in accordance with its terms. We have assumed further that the execution and
delivery of the Loan Documents by the LIN Parties and the performance by the LIN
Parties of their respective obligations thereunder do not and will not violate
or contravene any judgment, order, decree or permit issued by any court,
arbitrator or governmental or regulatory authority, or conflict with or result
in the breach of, or constitute a default under, any contract or other
instrument binding on or affecting the LIN Parties or any of their respective
properties or assets (other than those agreements listed on Schedule A). We have
assumed further the accuracy of the representations and compliance with the
covenants set forth in the Loan Documents.

      For purposes of the opinion set forth in paragraph 5(iii) below, we have
assumed that, after giving effect to any borrowing by the Borrower or the
Permitted Borrower under the Credit Agreement, the aggregate principal amount of
all Indebtedness outstanding under the Credit Agreement will not exceed
$570,000,000.

      We have relied as to certain matters on information obtained from public
officials, officers of each of the LIN Parties and other sources believed by us
to be responsible. We have made no investigation for the purpose of verifying
the assumptions set forth herein.

      Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that, insofar as the law of the State of New York,
the Delaware General Corporation Law (the "DGCL"), the Delaware Limited
Liability Company Act (the "DLLCA"), and the Federal law of the United States of
America are concerned:

            1. Each of the Borrower and the Parent is a corporation duly
incorporated, validly existing and in good standing under the laws of the State
of Delaware and has the corporate power and authority to execute and deliver the
Loan Documents to which it is party and to consummate the transactions
contemplated thereby.

            2. The Permitted Borrower is a limited liability company duly
formed, validly existing and in good standing under the laws of the State of
Delaware and has the power and authority under the DLLCA to execute, deliver and
perform the Loan Documents to which it is party and to consummate the
transactions contemplated thereby.



March 11, 2005
Page 3

            3. Each LIN Party has duly authorized, executed and delivered the
Loan Documents to which it is a party and each of such Loan Documents
constitutes the valid and binding obligation of such LIN Party, enforceable
against such LIN Party in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.

            4. No consent, approval, authorization or other action by or filing
with any governmental agency or instrumentality of the State of New York or the
United States of America or under the DGCL or the DLLCA is required on the part
of any LIN Party for the execution and delivery by such LIN Party of the Loan
Documents to which it is a party or the consummation of the transactions
contemplated thereby in accordance with the terms thereof, except (i) such
filings and other actions as are required to perfect the security interests and
liens granted under the Security Documents, and (ii) those required under
Federal and state securities laws.

            5. The execution and delivery of the Loan Documents by the LIN
Parties and the consummation by the LIN Parties of the transactions contemplated
thereby in accordance with the terms thereof do not and will not (i) breach the
provisions of the certificate of incorporation, certificate of formation,
by-laws or limited liability company agreement, as applicable, of any of the LIN
Parties, (ii) violate the DGCL, the DLLCA or any New York or Federal statute,
law, rule or regulation known to us to which any of the LIN Parties is subject,
or (iii) breach the provisions of, or cause a default under, any agreement
listed on Schedule A.

            6. The Guarantee and Collateral Agreement creates, in favor of the
Administrative Agent for the benefit of the Secured Parties (as defined in the
Guarantee and Collateral Agreement), a valid security interest under Article 9
of the New York Uniform Commercial Code (the "New York UCC") in the rights of
the Borrower and the Permitted Borrower in the Collateral (as defined in the
Guarantee and Collateral Agreement) to secure the Obligations (as defined in the
Guarantee and Collateral Agreement), to the extent that a security interest in
the Collateral may be created under Article 9 of the New York UCC. The Parent
Pledge Agreement creates, in favor of the Administrative Agent for the benefit
of the Secured Parties (as defined in the Parent Pledge Agreement), a valid
security interest under Article 9 of the New York UCC in the rights of the
Parent in the Collateral (as defined in the Parent Pledge Agreement) to secure
the Guarantee Obligations (as defined in the Parent Pledge Agreement), to the
extent that a security interest in the Collateral may be created under Article 9
of the New York UCC.

            7. The Financing Statements are in proper form for filing in the
office of the Secretary of State of the State of Delaware. Upon the due filing
of the Financing Statements in the office of the Secretary of State of the State
of Delaware, the security interests described in paragraph 6 above will be
perfected to the extent that a security interest in the Collateral may be
perfected under Article 9 of the Delaware Uniform Commercial Code (the "Delaware
UCC") by filing a financing statement in such office.



March 11, 2005
Page 4

      The foregoing opinion is subject to the following qualifications:

            (a) The enforceability of rights and remedies purported to be
granted under the Loan Documents may be limited by applicable law, but those
limitations (exclusive of the matters referred to in the other qualifications
set forth herein) do not make the rights and remedies afforded under the Loan
Documents inadequate for the practical realization of the principal benefits
intended to be provided by the Loan Documents.

            (b) We express no opinion as to the existence and adequacy of
consideration received for the Loan Documents. As contemplated by paragraph 3
above, we express no opinion regarding the effect of fraudulent transfer laws
upon the Loan Documents.

            (c) We express no opinion as to any right of setoff, bankers lien,
netting or counterclaim or right to the application of property in the
possession or control of the Administrative Agent, any Lender or any
Participant.

            (d) We express no opinion as to (i) waivers of defenses, subrogation
and related rights, rights to trial by jury, rights to object to venue, or other
rights or benefits bestowed by operation of law, (ii) exclusive jurisdiction or
venue provisions, (iii) releases or waivers of unmatured claims or rights, (iv)
indemnification, contribution or exculpation provisions to the extent they
purport to indemnify any party against, or release or limit any party's
liability for, its own breach or failure to comply with statutory obligations,
or to the extent such provisions are contrary to public policy, (v) grants of
powers of attorney or proxies, (vi) provisions for liquidated damages and
penalties, penalty interest and interest on interest, (vii) provisions
purporting to govern post-judgment interest, (viii) provisions purporting to
require any LIN Party to confess judgment, (ix) provisions purporting to require
a prevailing party in a dispute to pay attorneys' fees and expenses, or other
costs, to a non-prevailing party, (x) provisions purporting to supersede
equitable principles, including without limitation provisions requiring
amendments and waivers to be in writing and provisions making notices effective
even if not actually received, (xi) provisions purporting to make a party's
determination conclusive, or (xii) provisions in the Loan Documents requiring
compliance with the terms of any agreement or other instrument that is not a
Loan Document.

            (e) We express no opinion as to (i) the ownership of or title to, or
rights in, any property, or as to the adequacy of any description of any
property, (ii) any security interest or lien, other than as specifically set
forth in paragraphs 6 and 7 above, or (iii) the priority of any security
interest or lien.

            (f) We express no opinion as to the creation, legality, validity,
binding effect, perfection or enforceability of (i) any security interest in any
property to the extent Article 9 of the New York UCC (or, in the case of
perfection of a security interest perfected by filing a financing statement,
Article 9 of the Delaware UCC) does not apply to or does not govern such
property or the creation, legality, validity, binding effect, perfection and
enforceability of such security interest; (ii) any security interest in proceeds
other than identifiable cash proceeds to the



March 11, 2005
Page 5

extent provided in Section 9-315 under the New York UCC; (iii) any security
interest in money or deposit accounts; (iv) any security interest to the extent
limited by Section 552 of the Federal Bankruptcy Code; (v) any security interest
or other right or interest in rights upon condemnation, expropriation, takings
or similar actions of governments, or in any proceeds of any exercise of such
rights; (vi) any security interest or lien in real property, fixtures or
interests therein; (vii) any security interest or other right or interest in
insurance policies or proceeds; (viii) any security interest in uncertificated
securities; (ix) any security interest in any right the assignment of which
requires the consent of another person which has not been duly obtained; (x) any
security interest or lien in any domestic or foreign patents, copyrights, trade
names, trademarks, service marks, trade dress, open records of invention and
registrations and applications for any of the foregoing; or (xi) any security
interest or lien in farm products, timber, or oil, natural gas or minerals or
other as-extracted collateral.

            (g) We express no opinion as to any legal requirements or
restrictions applicable to the Administrative Agent or any Lender.

            (h) Our opinions in paragraphs 4 and 5(ii) above are limited to
laws, rules and regulations normally applicable to transactions of the type
contemplated by the Loan Documents and do not extend to the Federal
Communications Act or the rules, regulations or policies of the Federal
Communications Commission ("FCC") promulgated thereunder, any other FCC rule,
regulation or policy or any laws, rules or regulations relating to, or to
licenses, permits, approvals and filings necessary for, the conduct of the
business of any of the LIN Parties, or to any environmental laws, rules or
regulations.

            (i) We express no opinion as to any Federal or state securities or
Blue Sky laws, any commodities laws, any insurance laws, any tax laws or the
Employee Retirement Income Security Act of 1974 or any regulations thereunder.

      We are members of the bar of the State of New York. We do not express any
opinion herein on any laws other than the law of the State of New York, the
DGCL, the DLLCA and the Federal law of the United States of America. Our opinion
in paragraph 7 above is based solely on our review of Article 9 of the Delaware
UCC as reported by The LexisNexis Group pursuant to an online search performed
on March 10, 2005.

      This opinion is given solely for your benefit and may not be relied upon
by any other person without our prior written consent.

                                        Very truly yours,



                                   SCHEDULE A

1.    Indenture, dated as of May 12, 2003, as supplemented by the First
      Supplemental Indenture, dated as of March [ ], 2005, among LIN Television
      Corporation, the guarantors named therein and The Bank of New York, as
      trustee, relating to $375,000,000 in aggregate principal amount of 6 -1/2%
      Senior Subordinated Notes due 2013.

2.    Indenture, dated as of May 12, 2003, as supplemented by the First
      Supplemental Indenture, dated as of March [ ], 2005, among LIN Television
      Corporation, the guarantors named therein and The Bank of New York, as
      trustee, relating to $125,000,000 in aggregate principal amount of 2.50%
      Exchangeable Senior Subordinated Debentures due 2033.



                                                                    Exhibit G -1

             [Form of Incremental Revolving Loan Activation Notice]

                  INCREMENTAL REVOLVING LOAN ACTIVATION NOTICE

To: JPMorgan Chase Bank, N.A.,
    as Administrative Agent under the Credit Agreement referred to below

            Reference is hereby made to the Credit Agreement dated as of March
___, 2005 (as modified and supplemented and in effect from time to time, the
"Credit Agreement"), among LIN Television Corporation (the "Borrower"),
Televicentro of Puerto Rico, LLC, the several banks and other financial
institutions from time to time parties thereto, and JPMorgan Chase Bank, N.A.,
as administrative agent, issuing lender and swingline lender and the other
parties named therein (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"). Unless otherwise defined herein, capitalized
terms used in this Incremental Revolving Activation Notice have the meanings
ascribed to them in the Credit Agreement.

            This notice is the Incremental Revolving Loan Activation Notice
referred to in the Credit Agreement, and the Borrower and each of the banks or
other financial institutions signatory hereto (the "Incremental Lenders") hereby
notify you that they intend to establish an Incremental Revolving Loan Facility:

            16. The Incremental Revolving Loan Amount of each Incremental Lender
under such Incremental Revolving Loan Facility is set forth opposite such
Incremental Lender's name on the signature pages hereof under the caption
"Incremental Revolving Loan Amount".

            17. The Incremental Revolving Loan Closing Date for such Incremental
Revolving Loan Facility is ________.

            18. The Incremental Revolving Loan Maturity Date for such
Incremental Revolving Loan Facility is _________.

            The Applicable Margin and Commitment Fee Rate for such Incremental
Revolving Loan Facility shall be as set forth in Annex A attached hereto.



                                   LIN TELEVISION CORPORATION

                                   By ____________________________________
                                      Name:
                                      Title:



                                                                               4

Incremental Revolving Loan Amount  [NAME OF INCREMENTAL LENDER]

$

                                   By _____________________________________
                                      Name:
                                      Title:

CONSENTED TO:

JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent

By _____________________________
   Name:
   Title:



                                                                     Exhibit G-2

                [Form of Incremental Term Loan Activation Notice]

                     INCREMENTAL TERM LOAN ACTIVATION NOTICE

To: JPMorgan Chase Bank, N.A.,
    as Administrative Agent under the Credit Agreement referred to below

            Reference is hereby made to the Credit Agreement dated as of March
___, 2005 (as modified and supplemented and in effect from time to time, the
"Credit Agreement"), among LIN Television Corporation, a Delaware corporation
(the "Borrower"), Televicentro of Puerto Rico, LLC, a Delaware limited liability
company, the several banks and other financial institutions from time to time
parties thereto (the "Lenders"), and JPMorgan Chase Bank, N.A., as
administrative agent, issuing lender and swingline lender and the other parties
named therein(as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"). Unless otherwise defined herein, capitalized terms used
herein have the meanings ascribed to them in the Credit Agreement.

            This notice is the Incremental Term Loan Activation Notice referred
to in the Credit Agreement, and the Borrower and each of the banks or other
financial institutions signatory hereto (the "Incremental Lenders") hereby
notify you that they intend to establish an Incremental Term Loan Facility under
the Credit Agreement and that:

            19. The Incremental Term Loan Amount of each Incremental Lender
under such Incremental Term Loan Facility is set forth opposite such Incremental
Lender's name on the signature pages hereof under the caption "Incremental Term
Loan Amount".

            20. The Incremental Term Loan Closing Date for such Incremental Term
Loan Facility is ___________________.

            21. The Incremental Term Loan Maturity Date is ________________.

            Annex A sets forth (a) the amortization schedule relating to such
Incremental Term Loan Facility and (b) the Applicable Margin for such
Incremental Term Loan Facility.



                                   LIN TELEVISION CORPORATION

                                   By ____________________________________
                                      Name:
                                      Title:



                                                                               7

Incremental Term Loan Amount       [NAME OF INCREMENTAL LENDER]

$

                                   By _____________________________________
                                      Name:
                                      Title:

CONSENTED TO:

JPMORGAN CHASE BANK, N.A.,
  as Administrative Agent

By _____________________________
   Name:
   Title:



                                                                       EXHIBIT H

                FORM OF SWINGLINE LOAN PARTICIPATION CERTIFICATE

                                                       _______________ __, _____

[Name of Revolving Credit Lender]
[Address of Revolving Credit Lender]

Ladies and Gentlemen:

            Pursuant to subsection 2.4 of the Credit Agreement, dated as of
March __, 2005 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"; unless otherwise defined
herein, terms defined in the Credit Agreement are used herein as therein
defined), among LIN Television Corporation, a Delaware corporation, Televicentro
of Puerto Rico, LLC, a Delaware limited liability company, the several banks and
other financial institutions from time to time parties thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, issuing lender and swingline lender
and the other parties named therein, the undersigned, as Swingline Lender under
the Credit Agreement, hereby acknowledges receipt from you on the date hereof of
_________ DOLLARS (________) as payment for a participating interest in the
following Swingline Loan:

          Date of Swingline Loan:                 ________________

          Principal Amount of Swingline Loan
          Participating Interest:                 $_______________

                                        Very truly yours,

                                        JPMORGAN CHASE BANK, N.A.

                                        By: ________________________________
                                            Name:
                                            Title:



                                                                     EXHIBIT I-1

                         [FORM OF REVOLVING CREDIT NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

                              REVOLVING CREDIT NOTE

$_________________

                                                                   New York, New
York

            FOR VALUE RECEIVED, the undersigned, LIN Television Corporation, a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of [    ] (the "Lender") or its registered assigns, at the office of
JPMorgan Chase Bank, N.A., located at 270 Park Avenue, New York, New York 10017,
in lawful money of the United States of America and in immediately available
funds, on the Revolving Credit Termination Date, the principal amount of
__________________ DOLLARS ($______), or, if less, the aggregate unpaid
principal amount of all Revolving Credit Loans (as defined in the Credit
Agreement (as defined below); capitalized terms used herein but not defined have
the meanings given to them in the Credig Agreement) made by the Lender to the
Borrower pursuant to subsection 2.4 of the Credit Agreement (as defined below).
The Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount of Revolving Credit Loans made by the Lender from time
to time outstanding at the rates and on the dates specified in subsection 2.12
of the Credit Agreement.

            The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, the date, Type and amount of each
Revolving Credit Loan made by the Lender and the date and amount of each payment
or prepayment of principal thereof, each conversion of all or a portion thereof
to another Type, each continuation of all or a portion thereof as the same Type
and, in the case of Eurodollar Loans, the length of each Interest Period and the
Eurodollar Rate with respect thereto, provided that the failure to make any such
endorsement or any error in such endorsement shall not affect the obligation of
the Borrower under the Credit Agreement.

            This Note (a) is one of the Revolving Credit Notes referred to in
the Credit Agreement, dated as of March __, 2005 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among the Borrower, Televicentro of Puerto Rico, LLC, the banks, financial
institutions and other entities from time to time parties thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, issuing lender and swingline lender
and the other parties named therein, (b) is subject to the provisions of the
Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as



                                                                               3

provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.

            Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement. All parties now and hereafter liable with
respect to this Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of
any kind (except as expressly provided in the Credit Agreement and the Loan
Documents, including, without limitation, Section 8 of the Credit Agreement).

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

                                   LIN TELEVISION CORPORATION

                                   By: ________________________________
                                       Title:



                                                                      Schedule A
                                                        to Revolving Credit Note

          LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF ABR LOANS



                                                                   Amount of ABR Loans
                           Amount Converted  Amount of Principal  Converted to Eurodollar   Unpaid Principal
Date  Amount of ABR Loans    to ABR Loans    of ABR Loans Repaid          Loans            Balance of ABR Loans   Notation Made By
- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------
                                                                                                

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------

- ----  -------------------  ----------------  -------------------  -----------------------  --------------------   ----------------




                                                                      Schedule B
                                                        to Revolving Credit Note

              LOANS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS



                                                              Amount of       Amount of
       Amount of  Amount Converted to  Interest Period and    Principal    Eurodollar Loans  Unpaid Principal
      Eurodollar   or Continued as     Eurodollar Rate with of Eurodollar  Converted to ABR     Balance of
Date    Loans      Eurodollar Loans       Respect Thereto   Loans Prepaid       Loans        Eurodollar Loans  Notation Made By
- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------
                                                                                          

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------

- ----  ----------  -------------------  -------------------  -------------  ----------------  ----------------  ----------------




                                                                     EXHIBIT I-2

                               [FORM OF TERM NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

$______________                                                   New York, New
York

            FOR VALUE RECEIVED, the undersigned, [LIN Television Corporation, a
Delaware corporation (the "Borrower")] [Televicentro of Puerto Rico, LLC, a
Delaware limited liability company (the "Permitted Borrower"], hereby
unconditionally promises to pay to the order ________ of (the "Lender") or its
registered assigns, at the office of JPMorgan Chase Bank, N.A., located at 270
Park Avenue, New York, New York 10017, in lawful money of the United States of
America and in immediately available funds, the principal amount of
__________________ DOLLARS ($______), or, if less, the unpaid principal amount
of the [Tranche A] [Incremental] Term Loan (the "Term Loan") (as defined in the
Credit Agreement (as defined below); capitalized terms used herein but not
defined have the meanings given to them in the Credit Agreement) made by the
Lender pursuant to subsection 2.1 of the Credit Agreement (as defined below).
The principal amount of the Term Loan made by the Lender shall be paid in the
amounts and on the dates specified in subsection 2.3 of the Credit Agreement.
The Borrower further agrees to pay interest in like money at such office on the
unpaid principal amount of the Term Loan made by the Lender from time to time
outstanding at the rates and on the dates specified in subsection 2.12 of the
Credit Agreement.

            The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, the date, Type and amount of the Term
Loan made by the Lender and the date and amount of each payment or repayment of
principal with respect thereto, each conversion of all or a portion thereof to
another Type, each continuation of all or a portion thereof as the same Type
and, in the case of Eurodollar Loans, the length of each Interest Period and the
Eurodollar Rate with respect thereto, provided that the failure to make any such
endorsement or any error in such endorsement shall not affect the obligation of
the Borrower under the Credit Agreement.

            This Note (a) is one of the Term Notes referred to in the Credit
Agreement, dated as of March __, 2005 (as the same may be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Permitted Borrower, the Lender, the other banks, financial
institutions and other entities from time to time parties thereto, and JPMorgan
Chase Bank, N.A., as administrative agent, swingline lender and issuing lender
and the other parties named therein (b) is subject to the provisions of the
Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement. This Note is secured and
guaranteed as provided in the Loan Documents.



                                                                               7

Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of
the holder of this Note in respect thereof.

            Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement. All parties now and hereafter liable with
respect to this Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of
any kind (except as expressly provided in the Credit Agreement and the Loan
Documents, including, without limitation, Section 8 of the Credit Agreement).

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                  [LIN TELEVISION CORPORATION]
                                  [TELEVICENTRO OF PUERTO RICO,LLC]

                                   By: ________________________________
                                       Title:



                                                                      Schedule A
                                                                    to Term Note

                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS



                                                                    Amount of ABR Loans
                           Amount Converted  Amount of Principal   Converted to Eurodollar    Unpaid Principal
Date  Amount of ABR Loans    to ABR Loans    of ABR Loans Repaid           Loans            Balance of ABR Loans  Notation Made By
- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------
                                                                                                

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------

- ----  -------------------  ----------------  -------------------   -----------------------  --------------------  ----------------




                                                                      Schedule B
                                                                    to Term Note

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS



                                        Interest Period                           Amount of
       Amount of  Amount Converted to   and Eurodollar    Amount of Principal     Eurodollar     Unpaid Principal
      Eurodollar    or Continued as    Rate with Respect  of Eurodollar Loans   Loans Converted     Balance of
Date     Loans     Eurodollar Loans         thereto             Repaid           to ABR Loans    Eurodollar Loans  Notation Made By
- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------
                                                                                              

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------

- ----  ----------  -------------------  -----------------  -------------------   ---------------  ----------------  ----------------




                                                                              11

                                                                     EXHIBIT I-3

                            [FORM OF SWINGLINE NOTE]

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND
PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE
MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE TERMS OF SUCH CREDIT AGREEMENT.

$__________                                                   New York, New York

            FOR VALUE RECEIVED, the undersigned, LIN Television Corporation, a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay to
the order of JPMorgan Chase Bank, N.A. (the "Swingline Lender") and its
registered assigns, on the Revolving Credit Termination Date, as defined in the
Credit Agreement referred to below, at its office located at 270 Park Avenue,
New York, NY 10017, in lawful money of the United States of America and in
immediately available funds, the aggregate unpaid principal amount of all
Swingline Loans made by the Swingline Lender to the Borrower pursuant to
subsection 2.4 of the Credit Agreement (as defined below). The Borrower further
agrees to pay interest in like money at such office on the unpaid principal
amount of Swingline Loans made by the Lender from time to time outstanding at
the rates and on the dates specified in subsection 2.12 of the Credit Agreement.
The holder of this Swingline Note is authorized to record the date and the
amount of each Swingline Loan made by the Swingline Lender pursuant to
subsection 2.4 of the Credit Agreement and the date and amount of each payment
or prepayment of the principal hereof on Schedule I annexed hereto and made a
part hereof, provided that the failure to make any such recordation (or any
error in such recordation) shall not affect the obligations of the Borrower
under the Credit Agreement.

            This Swingline Note is the Swingline Note referred to in the Credit
Agreement, dated as of March ___ , 2005 among the Borrower, Televicentro of
Puerto Rico, LLC, a Delaware limited liability company, the several banks and
other financial institutions from time to time parties thereto, and JPMorgan
Chase Bank, N.A. as administrative agent, swingline lender and issuing lender
and the other parties named therein (as the same may from time to time be
amended, amended and restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"; capitalized terms used herein but not defined
shall have the meanings given to them in the Credit Agreement), is entitled to
the benefits thereof, is secured as provided therein and is subject to optional
and mandatory prepayment in whole or in part as provided therein.

            Upon the occurrence of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Swingline Note shall become, or may be declared to be, immediately due and
payable as provided therein. All parties now and hereafter liable with respect
to this Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other notices of
any kind (except as expressly provided in the Credit Agreement and the Loan
Documents, including, without limitation, Section 8 of the Credit Agreement).


                                                                              12

            THIS SWINGLINE NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK

                                  LIN TELEVISION CORPORATION

                                  By: _______________________________
                                      Title:



                                                                              13

                                                                      Schedule A
                                                                    to Term Note

              LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS



                                    Amount of Principal of   Unpaid Principal Balance of
Date     Amount of Swingline Loans  Swingline Loans Repaid        Swingline Loans          Notation Made By
- ----     -------------------------  ----------------------   ---------------------------   ----------------
                                                                               

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------

- ----     -------------------------  ----------------------   ---------------------------   ----------------




                                                                       EXHIBIT J

                            FORM OF BORROWING NOTICE

JPMorgan Chase Bank, N.A., as Administrative Agent for
the Lenders referred to below,
270 Park Avenue
New York, NY 10017

Attention of [ ]

                                                                          [Date]

Ladies and Gentlemen:

      The undersigned, [LIN Television Corporation] [Televicentro of Puerto
Rico, LLC] (the "Company"), refers to the Credit Agreement dated as of March __,
2005 (the "Credit Agreement"), among [LIN Television Corporation], as Borrower,
[Televicentro of Puerto Rico, LLC], as Permitted Borrower, the several banks and
other financial institutions from time to time parties thereto, JPMorgan Chase
Bank, N.A., as administrative agent, issuing lender and swingline lender and the
other parties named therein (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"). Unless otherwise defined herein,
capitalized terms used in this Borrowing Request have the meanings ascribed to
them in the Credit Agreement. The Company hereby gives you notice pursuant to
subsection [2.2] [2.4] [2.5] of the Credit Agreement that it requests a
borrowing under the Credit Agreement, and in that connection sets forth below
the terms on which such borrowing is requested to be made:

      (A)   Date of Borrowing (which is a Business Day) _______________________

      (B)   Form of Borrowing(1)                        _______________________

      (C)   Principal Amount of Borrowing(2)            _______________________

      (D)   Interest rate basis(3)                      _______________________

      (E)   Interest Periods and the last days          _______________________
            thereof(4)

- ----------
(1)   Revolving Credit, Incremental Term Loan, Incremental Revolving Loan or
      Swingline Loan.

(2)   In the case of Eurodollar Loans, an integral multiple of $100,000 and not
      less than $5,000,000 and in the case of ABR Loans, an integral multiple of
      $100,000 and not less than $1,000,000, and in the case of Swingline Loans,
      an integral multiple of $25,000 and not less than $100,000, but in any
      event not exceeding the remaining available balance of the applicable
      Commitment. In the case of Eurodollar Loans, also set forth the respective
      amounts of each such Type of Loan.

(3)   Eurodollar Loans or ABR Loans.



                                                                              15

      (F)   Funds are requested to be disbursed to the Company's account with JP
            Morgan Chase Bank (Account No. ).

- ----------
(4)   Which shall be subject to the definition of "Interest Period" and end not
      later than the Revolving Credit Termination Date or Incremental Maturity
      Date, as applicable (applicable for Eurodollar Loans only). In the case of
      Eurodollar Loans, also set forth the respective amounts of each such Type
      of Loan.



            Upon acceptance of any or all of the Loans offered by the Lenders in
response to this request, the Company shall be deemed to have represented and
warranted that the conditions to lending specified in subsection 5.2 of the
Credit Agreement have been satisfied.

                                  LIN TELEVISION CORPORATION,

                                  By ________________________________
                                     Name:
                                     Title: [Responsible Officer]



                                                                       EXHIBIT K

                           JOINDER/INCREASE AGREEMENT

            Reference is made to the Credit Agreement, dated as of March ___,
2005 (as heretofore amended, supplemented or otherwise modified, the "Credit
Agreement"), among LIN TELEVISION CORPORATION (the "Borrower"), TELEVICENTRO OF
PUERTO RICO, LLC (the "Permitted Borrower"), the several banks and other
financial institutions or entities from time to time parties thereto (the
"Lenders"), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such
capacity, the "Administrative Agent"), as Issuing Lender (as defined in the
Credit Agreement) and as Swingline Lender (as defined in the Credit Agreement).

            Terms defined in the Credit Agreement and used herein without
definition shall have the meaning given to them in the Credit Agreement.

            Upon execution and delivery of this Joinder/Increase Agreement by
the parties hereto as provided in Section 2.4 of the Credit Agreement, (i) if
the undersigned is not a Lender under the Credit Agreement, the undersigned
hereby shall become a Lender thereunder having the Commitments set forth in
Schedule 1 hereto, effective as of the date hereof, or (ii) to the extent the
undersigned is a Lender under the Credit Agreement, the undersigned hereby
agrees to increase its Commitments as set forth in Schedule 1 hereto, effective
as of the date hereof.

            THIS JOINDER/INCREASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            This Joinder/Increase Agreement may be executed by one or more of
the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.


                                                                              19

      IN WITNESS WHEREOF, the parties hereto have caused this Joinder/Increase
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of this __ day of _______, 200_.

                                             ___________________________________
                                             Name of Lender

                                             By ________________________________
                                             Name:
                                             Title:

Accepted and agreed:

LIN TELEVISION CORPORATION

By ________________________________
Name:
Title:

JPMORGAN CHASE BANK, N.A., as
   Administrative Agent

By ________________________________
Name:
Title:



                                                                      Schedule 1

                         COMMITMENTS AND NOTICE ADDRESS

22.   Name of Lender:      __________________________

         Notice Address:   __________________________

                           __________________________

                           __________________________

         Attention:        __________________________

         Telephone:        __________________________

         Facsimile:        __________________________

23.   Revolving Credit Commitment:



                                  SCHEDULE 1.1A

                              LOANS AND COMMITMENTS



                                                          PERMITTED BORROWER
                                        BORROWER TRANCHE    TRANCHE A TERM
                                          A TERM LOAN       LOAN COMMITMENT   REVOLVING CREDIT
      LENDER                               COMMITMENT                            COMMITMENT
      ------                            ----------------  ------------------  ----------------
                                                                     
JPMorgan Chase Bank, N.A.               $   4,924,242.42  $    11,818,181.82  $  15,757,575.76
Deutsche Bank Trust
Company Americas                            4,924,242.42       11,818,181.82     15,757,575.76
Bank of America, N.A.                       4,545,454.55       10,909,090.91     14,545,454.55
The Bank of Nova Scotia                                                          14,545,454.55
Scotiabanc Inc.                             4,545,454.55       10,909,090.91
Wachovia Bank, National Association         4,545,454.55       10,909,090.91     14,545,454.55
Suntrust Bank                               4,545,454.55       10,909,090.91     14,545,454.55
Sumitomo Mitsui Banking Corporation         3,030,303.03        7,272,727.27      9,696,969.70
UFJ Bank                                    3,030,303.03        7,272,727.27      9,696,969.70
Mizuho Corporate Bank, Ltd.                 3,030,303.03        7,272,727.27      9,696,969.70
U.S. Bancorp.                               3,030,303.03        7,272,727.27      9,696,969.70
The Bank of New York                        3,030,303.03        7,272,727.27      9,696,969.70
Bank of Tokyo-
Mitsubishi Trust Company                    3,030,303.03        7,272,727.27      9,696,969.70
Union Bank of California, N.A.              2,272,727.27        5,454,545.45      7,272,727.27
Morgan Stanley                              1,515,151.52        3,636,363.64      4,848,484.85
                                        ================  ==================  ================

TOTALS                                  $  50,000,000.00  $   120,000,000.00  $ 160,000,000.00




                                  SCHEDULE 1.1B

                              MORTGAGED PROPERTIES

1.    Providence County, Rhode Island

(Record Description)

That certain tract or parcel of land with all buildings and improvements
thereon, situated on the northwesterly side of Catamore Boulevard, and Jordan
Street in the City of East Providence, State of Rhode Island, comprising Lots
Nos. 2 (two and 3 (three) on plat entitled "Waterman Eng. Co. East Providence
Industrial Paik Section "A" East Providence, R.I. Belonging to East Providence
Industrial Park Associates, March, 1970" which plat is recorded with the Records
of Land Evidence in said City of East Providence in Plat Book 20 at Page 35 and
(copy) on Plat Card 345.

Subject to Declaration of Protective Covenants dated November 20, 1970, and
recorded in said records in Book 278 at Page 1002, as amended by instrument
dated May 22, 1972, and recorded in said records in Book 287 at Page 184.

Subject, also to and together with the benefits of restrictions, easements and
provisions concerning screen fence and gate set forth or delineated on said
plat.

And also known as:

(Description prepared by E. Otis Dyer R.P.I.S. on a survey entitled "Land Owned
by Clear Channel Television, Inc., in East Providence, Rhode Island, dated
February 23, 2001):

Beginning at a pipe in the northwesterly line of Catamore Boulevard and at the
southerly corner of land owned by Newington Holding L.L.C.; thence
S25deg-13'-00"W 415.00 feet bounded by the said Boulevard to a pipe at a point
of curvature; thence southwesterly 39.27 feet along the arc of a curve to the
right of 25.00 foot radius bounded by the said Boulevard and by Jordan Street to
a pipe at a point of tangency; thence N64deg-47'00"W 324.99 feet bounded by said
Jordan Street to a pipe at a corner of land owned by Evergreen Medical Investors
Trust; thence N25deg-15'-00"E 399.29 feet bounded by the said trust Land and
partly following a stonewall to a pipe at a corner of land owned by James P.
Hermonian & Shelly A. Rezendes-Hermonian; thence S65deg-17'-20"E203.80 feet
bounded partly by the said Hermonian land and partly by Skycrest Avenue to a
pipe for a corner, thence N24deg-42'40"E 40.00 feet bounded by the Skycrest
Avenue to a pipe for a corner, then N24deg-42'40"E 40.00 fet bounded by the said
Avenue to an iron rod in line of land owned by James L. Swallow and Frances E.
Swallow; then S65deg-17'-20"E 80.00 feet bounded by the said Swallow land to an
iron rod at a corner of the said Newington Holding L.L.C. land; thence
S63deg-14'34"E66.57 feet bounded by the last mentioned land to a pipe at the
point of beginning: containing about 3.35 acres.



                                                                              23

2.    Montgomery County, Ohio

PARCEL I

Situated in the City of Moraine, County of Montgomery, State of Ohio, and being
Part of Lot Numbers 3475 and 3476, now known as Lot Number 5145, of the revised
and consecutive Lot Numbers on the Plat of the City of Moraine, more
particularly described as follows:

Beginning at a 5/8" iron pin set at the westernmost corner of said Lot 3475,
said point being at the intersection of the southeast right-of-way line of
Kettering Boulevard and the northeast right-of-way line of Winwood Avenue;

Thence along the northwest line of said Lot 3475 and the southeast right-of-way
line of Kettering Boulevard, along a curve to the right a distance of 101.35
feet (Radius: 4267.19 feet; I-Angle; 01 degrees 21'39"; Chord Bearing: North
29 degrees 21'00" East; Chord Length; 101.35 feet) to an iron pin found;

Thence continuing along the northwest line of said Lot 3475 and the southeast
right-of-way line of Kettering Boulevard; North 38 degrees 01'00" East a
distance of 258.88 feet to an iron pin found at a corner of Lot Number 3477;

Thence along said Lot 3477, South 78 degrees 01'00" East a distance of 95.37
feet to an iron pin found;

Thence continuing along said Lot 3477, South 50 degrees 01'33" East, passing a
5/8" iron pin set at 302.71 feet, a total distance of 335.71 feet to a railroad
spike set on the centerline of Dayton & Cincinnati Pike;

Thence along the centerline of Dayton & Cincinnati Pike, South 38 degrees 59'00"
West a distance of 203.93 feet to a railroad spike set;

Thence continuing along the centerline of Dayton & Cincinnati Pike, South
44 degrees 44'07" West a distance of 231.43 feet to a railroad spike set on the
eastward extension of the north right-of-way line of Winwood Avenue and the
south line of said Lot 3475;

Thence along the north right-of-way line of Winwood Avenue and the south line of
said Lot 3475, North 45 degrees 15'53" West, passing an iron pin found at 33.00
feet total distance of 378.47 feet to the place of the beginning.

Containing 3,901 acres, more or less.

Basis of Bearings, MF 97-596C12

A (5/8" iron pin set) refers to a 30" long rebar with a plastic identification
cap stamped "S.W.D. 6819".

This description is based upon a field survey conducted under the supervision of
John P. Haley Registered Surveyor, Ohio License Number 6819, in May of 1998.



                                                                              24

PARCEL II

Situated in Section 12, Town 3, Range 5 East, Township of Jefferson, County of
Montgomery, State of Ohio, and being more particularly described as follows:

Beginning at a PK nail set at the centerline intersection of Soldiers Home -
West Carrollton Road and Frytown Road, thence along the centerline of Soldiers
Home - West Carrollton Road, North 10 degrees 45'00" West a distance of 564.96
feet to a railroad spike found at the TRUE PLACE OF BEGINNING.

Thence continuing along the centerline of Soldiers Home - West Carrollton Road,
North 10 degrees 45'00" West a distance of 160.00 feet to a railroad spike found
at the southwest corner of a 2.38 acre tract conveyed to Frank E. and Sylvia
Smith in Deed Book 2458, Page 83;

Thence along the south line of said 2.38 acre tract, North 84 degrees 42'44"
East, passing a 5/8" iron pin set at 15.03 feet, a total distance of 565.00 feet
to an iron pipe found at the southeast corner of said 2.38 acre tract;

Thence along the east line of said 2.38 acre tract, North 10 degrees 44'57" West
a distance of 194.86 feet to an iron pipe found at the northeast corner of said
2.38 acre tract;

Thence along the north line of said 2.38 acre tract, South 82 degrees 36'00"
West, passing a 5/8" iron pin set at 548.37 feet, a total distance of 563.40
feet to a railroad spike found on the centerline of Soldiers Home - West
Carrollton Road;

Thence along the centerline of Soldiers Home - West Carrollton Road, North 10
degrees 45'00" West a distance of 230.00 feet to a railroad spike found at the
southwest corner of a 29.828 acre tract conveyed to Steve R. Rauch in MF
87-754D05;

Thence along the south line of said 29.828 acre tract, North 82 degrees 36'50"
East, passing a 5/8" iron pin set at 15.03 feet, a total distance of 1279.14
feet to an iron pipe found at the northwest corner of a 3.587 acre tract
conveyed to Waste Management of Ohio in MF 92-537E04;

Thence along the west line of said 3.587 acre tract and its southern extension
South 02 degrees 18'35" East a distance of 609.50 feet to a 5/8" iron pin set at
the northeast corner of a 11.10 acre tract conveyed to Hearst-Argyle Stations in
MF 97-596C12;

Thence along the north line of said 11.10 acre tract and its western extension,
South 84 degrees 43'54" West, passing a 5/8" iron pin set at 1176.74 feet, a
total distance of 1192.93 feet to the place of beginning.

Containing 14,220 acres, more or less.

Basis of bearings: MF 97-596C12



                                                                              25

A (5/8" iron pin set) refers to a 30" long rebar with a plastic identification
cap stamped "S.W.D. 6819"

This description is based upon a field survey conducted under the supervision of
John P. Haley, Registered Surveyor, Ohio License Number 6819, May of 1998.

PARCEL III

Situated in the Township of Jefferson, in the County of Montgomery and State of
Ohio, to-wit:

Being part of the southeast quarter of Section Twelve (12), Town Three (3),
Range Five (5) east, and beginning in the south line of said Section Twelve
(12), at a point five hundred fifty-five and seventy-two hundredths (555.72)
feet west of the southeast corner of said section; thence South 88 deg. west
along the south Section Line (being along the center of Frytown Road), a
distance of eight hundred feet (800') to a point; thence north 2 deg. 33 min.
west (N. 2 deg. 33' W), five hundred eighty-four and thirty-six hundredths
(584.36) feet to a point; thence north 84 deg. 41 min. east (N. 84 deg. 41' E),
eight hundred and ninety hundredths (800.90) feet to a point; thence south 2
deg. 33 min. east (S.2 deg. 33' E) six hundred and thirty and seventy hundredths
(630.70) feet to the place of beginning.

Containing 11.10 acres, more or less.

PARCEL IV

Together with a perpetual easement and right of way as contained in a deed from
Crosley Broadcasting Corporation to Empire Investment Corporation dated October
27, 1955, filed for record October 28, 1955 at 3:59 p.m., and recorded in Deed
Volume 1736, Page 102 of the Montgomery County, Ohio Records.



                                  SCHEDULE 1.1D

                       STATIONS AND LICENSED SUBSIDIARIES

                                                               February 28, 2005

I.    LIN WHOLLY-OWNED BROADCAST STATIONS

      1.    INDIANA BROADCASTING, LLC FRN: 0004-0893-30

WISH-TV (39269)            Ch. 8            Indianapolis, IN         08/01/2005
WISH-DT                    Ch. 9            Indianapolis, IN         08/01/2005
WIIH-CA (39271)            Ch. 17           Indianapolis, IN         08/01/2005

      Broadcast Auxiliaries............................        08/01/2005

      KA59097                             TV Pickup (modification pending)
      KA59098                             TV Pickup
      KA59099                             TV Pickup
      KA59100                             TV Pickup
      KC4923                              TV Pickup
      KC4924                              TV Pickup
      KC26219                             TV Pickup
      KRC70                               TV STL
      KSM24                               TV STL
      WMV656                              TV STL
      WPJC728                             TV STL (for WIIH-CA)
      WCQ487                              TV Intercity Relay
      WHG-375                             TV Intercity Relay
      WHG-376                             TV Intercity Relay
      WLF679                              TV Intercity Relay
      WLF680                              TV Intercity Relay
      WLO372                              TV Intercity Relay
      WPJD631                             TV Intercity Relay (used with WIIH-CA)
      WPWI213                             TV Intercity Relay
      WPWI233                             TV Intercity Relay
      WPWI234                             TV Intercity Relay
      WPWI235                             TV Intercity Relay
      WPWI239                             TV Intercity Relay
      WPWI240                             TV Intercity Relay
      KA21499                             Remote Pickup
      KC27795                             Remote Pickup Mobile System
      KPF801                              Remote Pickup Automatic Relay
      KSJ780                              Remote Pickup Base Mobile System
      WQA953                              Remote Pickup
      WQA962                              Remote Pickup Base Mobile System
      BLP00582                            Low Power Broadcast Auxiliary
      BLP00613                            Low Power Broadcast Auxiliary
      BLP01114                            Low Power Broadcast Auxiliary



                                                                               2

1.    INDIANA BROADCASTING, LLC - CONTINUED

Domestic Satellite Authorizations

      E900626    Transmit/Receive Transportable Earth Station         09/21/2010

      E030295    Transmit/Receive Fixed Earth Station                 12/23/2018

      E030316    Transmit Only Transportable Earth Station            01/06/2019

Private Radio Authorization

        KKS-259    Radiolocation Station (Weather Radar)              11/26/2010



                                                                               3

2.    WTNH BROADCASTING, INC. FRN: 0003-5941-16

WTNH (74109)       Ch. 8             New Haven, CT                   04/01/2007
WTNH-DT            Ch. 10                                            04/01/2007
WCTX (33081)       Ch. 59            New Haven, CT                   04/01/2007
WCTX-DT            Ch. 39            BMPCDT-20030224AAX              07/09/2004*

* License application BLCDT-20040507AAZ is pending

      Broadcast Auxiliaries..................................        04/01/2007

      KCA60                                     TV STL
      KW4111                                    TV Pickup
      KW4113                                    TV Pickup
      WBG556                                    TV Inter-City Relay
      WCQ504                                    TV Inter-City Relay
      WHQ271                                    TV Inter-City Relay
      WHQ273                                    TV Inter-City Relay
      WLF366                                    TV Relay
      WLJ370                                    TV Relay
      WLJ685                                    TV Relay
      WLJ686                                    TV Relay
      WLO523                                    TV Relay
      KAK599                                    Remote Pickup Base/Mobile System
      KTE766                                    Remote Pickup Base
      BLP01394                                  Low Power Broadcast Auxiliary
      BLP00808                                  Low Power Broadcast Auxiliary
      BLP01115                                  Low Power Broadcast Auxiliary
      WPWI211                                   TV Intercity Relay
      WPWI212                                   TV Intercity Relay
      WPWI756                                   TV STL
      WPWI757                                   TV STL
      WPXX622                                   TV Intercity Relay
      KA74855                                   TV Pickup
      WMV462                                    TV STL (WCTX)
      WQAL498                                   TV Inter-city Relay

Domestic Satellite Authorizations

      E6883        Receive-Only Fixed Earth Station                   03/02/2019
      E030218      Transmit Only Transportable Earth Station          11/19/2018
      E030234      Transmit Only Transportable Earth Station          12/11/2018
      E050003      Transmit Only Transportable Earth Station          02/14/2020

Private Radio Authorization

      WPJU561      Radiolocation Station (Weather Radar)              10/30/2011



                                                                               4

3.    WOOD LICENSE COMPANY, LLC FRN: 0003-5938-03

WOOD-TV (36838)         Ch. 8       Grand Rapids, MI                 10/01/2005
WOOD-DT                 Ch. 7       10/01/2005
WOTV (10212)            Ch. 41      Battle Creek, MI                 10/01/2005
WOTV-DT                 Ch. 20      Battle Creek, MI                 10/01/2005
WOKZ-CA (36841)         Ch. 50      Kalamazoo, MI (UPN)              10/01/2005
WXSP-CA (36851)         Ch. 15      Grand Rapids, MI (UPN)           10/01/2005
WOMS-CA (67895)         Ch. 29      Muskegon, MI (UPN)               10/01/2005
WOLP-CA (36839)         Ch. 27      Grand Rapids, MI (UPN)           10/01/2005
STA to operate at Middleville site (BESTA-20041115AHF)               05/29/2005
WOBC-CA (67001)         Ch. 14      Battle Creek, MI (UPN)           10/01/2005
WOGC-CA (17203)         Ch. 25      Holland, MI (WOOD)               10/01/2005
WOHO-CA (28926)         Ch. 33      Holland, MI (UPN)                10/01/2005
W46DD (STA)             Ch. 46      Muskegon, MI (WOOD)              01/17/2005*

* Extension file 01/06/2005

      Broadcast Auxiliaries used with WOOD-TV...............          10/01/2005

      KX8040                                   TV Pickup
      KX8041                                   TV Pickup
      KX8042                                   TV Pickup
      KX8043                                   TV Pickup
      KB97303                                  TV Pickup
      KQJ92                                    TV STL Main & Alt. Main
      WLI720                                   TV Pickup
      WLI721                                   TV Pickup
      WGV736                                   TV Intercity Relay
      WLO703                                   TV Pickup
      WMF352                                   TV Intercity Relay
      WMF353                                   TV Intercity Relay
      WMF372                                   TV Intercity Relay
      KEH405                                   Remote Pickup Base Mobile System
      KEH406                                   Remote Pickup Automatic Relay
      KPE522                                   Remote Pickup Base Mobile System
      WPNI765                                  TV Relay
      WPNI766                                  TV Relay
      WPNI767                                  TV Relay
      WPNG419                                  TV Relay
      WPOL563                                  TV STL for WOWD-CA
      WPOL564                                  TV STL for WOMS-CA



                                                                               5

3.    WOOD LICENSE COMPANY, LLC - CONTINUED

      Broadcast Auxiliaries used with WOOD-TV - continued......       10/01/2005

      WPOL565                            TV STL for WOMS-CA
      WPYX326                            TV STL for W46DD

      Broadcast Auxiliaries used with WOTV......................      10/01/2005

      KPG595                             Remote Pickup
      KPG599                             Remote Pickup Base/Mobile System
      WLE623                             TV STL
      WLE638                             TV Intercity Relay
      WEF85                              TV STL
      WPXH691                            TV Relay
      WPYC468                            TV Relay
      WPYC542                            TV Relay

Domestic Satellite Authorizations

      E8173              Receive-Only Fixed Earth Station             12/28/2019
      E900983            Transportable Earth Station                  11/23/2010

Private Radio Authorizations

      KIP327             Radiolocation Station (Weather Radar)        07/21/2005
      WPVZ642            Radiolocation (Weather Radar) of WOTV        09/20/2012
      WNEM522            OFS Microwave                                01/14/2009
      WPQL787            OFS Microwave                                05/25/2010

Note: WOOD-TV also uses OFS Microwave stations WPNH820 and WPNH821, licensed to
      LCH Communications, Inc., that expires 12/18/2012. WOTV also uses Private
      OFS Microwave station WPNH781, licensed to LIN Michigan Broadcasting, that
      expires 11/06/2012.



                                                                               6

4.    WAVY BROADCASTING, LLC FRN: 0003-7613-50

WAVY-TV (71127)           Ch. 10           Portsmouth, VA            10/01/2004*
WAVY-DT                   Ch. 31           Portsmouth, VA            10/01/2004*

*Renewal BRCT-20040528AJP is pending

WVBT(TV) (65387)          Ch. 43           Virginia Beach, VA        10/01/2004*
WVBT-DT                   Ch. 29           Virginia Beach, VA        10/01/2004*

*Renewal BRCT-20040528AJS is pending

WCTX-CA (71130)           Ch. 35           Virginia Beach, VA (WAVY) 10/01/2012
WITD-CA (71119)           Ch. 65           Chesapeake, VA (WAVY)     10/01/2012
CP for switch to Ch. 23 (BPTTA-20020624AAQ)                          06/16/2006

WKTD-CA (71121)           Ch. 17           Portsmouth, VA (WAVY)     10/01/2012
On-channel DTV conversion BMPTTA-20050121ALA                         10/04/2007

WNLO-CD (13060)           Ch. 45           Norfolk, VA (WAVY)        10/01/2012
WPMC-CA (71125)           Ch. 36           Mappsville, VA (WAVY)     10/01/2012
WBTD-LP (71124)           Ch. 52           Suffolk, VA (WAVY)        10/01/2012
Application for conversion to Class A (BLTTA-20001207AEJ) is pending

WTTD-LP (71122)           Ch. 53           Hampton, VA (WAVY)        10/01/2012
Application for conversion to Class A (BLTTA-20001207AEK) is pending

      Broadcast Auxiliaries...................................       10/01/2004*

      KIT72                                     TV STL
      WPJE694                                   TV STL
      WPJE695                                   TV STL for WBTD-LP
      KQ8490                                    TV Pickup
      KQ8491                                    TV Pickup
      WHA840                                    TV Intercity Relay
      WLL452                                    TV Intercity Relay
      KIK261                                    Remote Pickup Base Station
      KB55956                                   Remote Pickup Mobile System
      KPJ823                                    Remote Pickup Base/Mobile System
      KPK426                                    Remote Pickup Automatic Relay
      KPL537                                    Remote Pickup Base Station
      KPL541                                    Remote Pickup Automatic Relay
      KC23099                                   Remote Pickup Mobile System
      BLP00690                                  Low Power Broadcast Auxiliary
      WPJE756                                   TV STL (WVBT)
      0002053591                                TV STL (WKTD-CD & WNLO-CD)

Private Radio Authorizations

      WNSR247             Radiolocation Station (Weather Radar)      07/03/2005



                                                                               7

5.    WIVB BROADCASTING, LLC FRN: 0004-8966-84

WIVB-TV (7780)            Ch. 4            Buffalo, NY               06/01/2007
WIVB-DT                   Ch. 39           Buffalo, NY               06/01/2007
WNLO (71905)              Ch. 23           Buffalo, NY               06/01/2007
WNLO-DT                   Ch. 32           Buffalo, NY               06/01/2007

      Broadcast Auxiliaries..................................        06/01/2007

      KED76               TV STL
      KB55415             Remote Pickup Base/Mobile System
      KR4772              Remote Pickup
      KJG593              Remote Pickup
      KPE698              Remote Pickup
      KK4702              TV Pickup
      KR7938              TV Pickup
      WMG306              TV Intercity Relay
      BLP00821            Low Power Auxiliary
      BLQ324              Low Power Auxiliary
      BLP01490            Low Power Auxiliary
      BLP01209            Low Power Auxiliary
      KOA31               TV STL (WNLO)
      WLJ792              TV Intercity Relay (WNLO)
      WLJ796              TV Intercity Relay (WNLO)

Domestic Satellite Authorizations

      E960237       Receive/Transmit Transportable Earth Station     07/26/2006
      WF64          Transmit/Receive Satellite Earth                 12/14/2010

Private Radio Authorizations

      KNNP370       Radiolocation Station (Weather Radar)            03/25/2011



                                                                               8

6.    TVL BROADCASTING OF RHODE ISLAND, LLC FRN: 0007-5176-34

WPRI-TV (47404)           Ch. 12           Providence, RI            04/01/2007
WPRI-DT                   Ch. 13           Providence, RI            04/01/2007

      Broadcast Auxiliaries used with WPRI-TV

      KA35276                      TV Pickup
      KA35277                      TV Pickup
      KA88937                      TV Pickup
      KCG23                        TV STL
      WFW630                       TV STL
      WGI200                       TV Intercity Relay
      KGQ694                       Remote Pickup
      KJU388                       Remote Pickup
      KPJ328                       Remote Pickup
      KU2164                       Remote Pickup
      BLP01245                     Low Power Auxiliary

Domestic Satellite Authorizations of WPRI-TV*

E7762            Receive-Only Satellite Earth Station                03/23/2005
E990501          Transmit-Only Transportable Earth Station           01/05/2010

* Earth stations are not licensed to TVL Broadcasting of Rhode Island, LLC

Private Radio Authorization of WPRI-TV

WPYW785          Radiolocation (Weather Radar) (RS)                  11/18/2013



                                                                               9

7.    KXAN, INC. FRN: 0003-4770-72

KXAN-TV (35920)    Ch. 36         Austin, TX                         08/01/2006
KXAN-TV           (Auxiliary Antenna)                                08/01/2006
KXAN-DT            Ch. 21         Austin, TX                         *
STA to operate with checklist facilities (BEDSTA-20040423ABN)        06/16/2005

*DTV CP extended until further action by the FCC

KXAM-TV (35909)    Ch. 14         Llano, TX                          08/01/2006
KXAM-DT            Ch. 27 (BPCDT-19991018AAV)                        11/12/2005
STA extension (BEDSTA-20040818ACW)                                   03/15/2005

KHPM-CA (35921)    Ch. 40         San Marcos, TX (Telefutura)        08/01/2006
KBVO-CA (35918)    Ch. 51         Austin, TX (Telefutura)            08/01/2006
KHPL-CA (35913)    Ch. 40         La Grange, TX (Telefutura)         08/01/2006
KHPG-CA (35916)    Ch. 31         Giddings, TX (Telefutura)          08/01/2006
CP to switch from Ch. 21 to Ch. 31 (BPTTL-19981120JG)                09/29/2003*

*License application (BLTTA-20020913AAQ) pending

KHPX-CA (35911)    Ch. 28         Georgetown, TX (Telefutura)        08/01/2006
KHPF-CA (35923)    Ch. 44         Fredericksburg, TX (KXAM)          08/01/2006
KHPZ-CA (35910)    Ch. 15         Round Rock, TX (Telefutura)        08/01/2006
KHPB-CA (35912)    Ch. 45         Bastrop, TX (Telefutura)           08/01/2006

      Broadcast Auxiliaries..............................            08/01/2006

      KRN93                TV STL
      KTZ24                TV STL
      KA21438              TV Pickup
      KA35128              TV Pickup
      KA35129              TV Pickup
      KA35220              TV Pickup
      KE5905               TV Pickup
      KJ3178               TV Pickup
      KY2881               TV Pickup
      KFY879               Remote Pickup Base Mobile System
      KGJ532               Remote Pickup Automatic Relay
      KPL407               Remote Pickup Automatic Relay
      WLE730               TV STL for KXAM-TV
      WHB256               TV Intercity Relay
      WLI264               TV Intercity Relay



                                                                              10

7.    KXAN, INC. FRN: 0003-4770-72 (CONTINUED)

Broadcast Auxiliaries used with KXAN-TV - continued

      WLQ913               TV Intercity Relay
      WLQ912               TV Intercity Relay
      WLQ914               TV Intercity Relay
      WLQ916               TV Intercity Relay
      WLI972               TV Intercity Relay
      WMU603               TV Relay
      WMU604               TV Relay
      WMU605               TV Relay
      WMU606               TV Relay
      WMV596               TV Relay
      WMV597               TV Relay
      WMV599               TV Relay
      WMV600               TV Relay
      WMV601               TV Relay
      WMV602               TV Relay
      WMV603               TV Relay
      WMV604               TV Relay
      WMV605               TV Relay
      WMV606               TV Relay
      WPNA875              TV Relay
      WPNI812              TV Relay
      WPOR936              TV Relay

Domestic Satellite Authorizations

E910002        Transmit\Receive Fixed Earth Station                  11/30/2010
E020054        Transmit/Receive Transportable Earth Station          04/24/2017

Private Radio Authorizations

WNTJ851        OFS Microwave (23,175 MHz)                            09/16/2011
WNTJ852        OFS Microwave (21,975 MHz)                            09/16/2011
WPEP593        Radiolocation (Weather Radar/Austin)                  04/04/2014
WPOX732        Radiolocation (Weather Radar/Llano)                   08/26/2014
WPOU886        OFS Microwave (21,975 MHz)                            08/18/2009



                                                                              11

8.    WDTN BROADCASTING, LLC FRN: 0007-5177-58

WDTN (65690)       Ch. 2              Dayton, OH                     10/01/2005
WDTN-DT            Ch. 50             BPCDT-19991020ABX                    *
Modification to maximize (BMPCDT-20030604ACN)                        08/20/2004*
STA extension (BEDSTA-20040806AGM)                                   03/09/2005

*DTV CP extended until further action of the FCC

      Broadcast Auxiliaries used with WDTN

      KS2929               Remote Pickup
      KS3413               Remote Pickup
      KVX642               Remote Pickup
      KB55261              TV Pickup
      KB96270              TV Pickup
      KC26174              TV Pickup
      KK2350               TV Pickup
      KQ5598               TV Pickup
      KR7807               TV Pickup
      KUQ43                TV STL
      WDT821               TV Intercity Relay
      WGZ598               TV Intercity Relay
      WLJ325               TV Intercity Relay
      WMV770               TV Intercity Relay
      WGZ599               TV Intercity Relay
      WZB758               Remote Pickup

Domestic Satellite Authorization of WDTN

E4494            Receive-Only Satellite Earth Station                08/06/2017
E020247          Transportable Satellite Earth Station               10/28/2017

Private Radio Authorizations of WDTN

WPOU230          Private OFS Microwave (MG)                          07/08/2009
WPSJ384          Private OFS Microwave (MG)                          05/18/2011
WQAI808          Radiolocation Weather Radar (RS)                    06/09/2014

Note: STA authorization for weather radar station WPZQ662 has been cancelled.



                                                                              12

9.    WUPW BROADCASTING, LLC FRN: 0007-5178-32

WUPW (19190)     Ch. 36                 Toledo, OH                   10/01/2005
WUPW-DT          Ch. 46                 Toledo, OH                   10/01/2005

      Broadcast Auxiliaries used with WUPW

      WLF382                     TV STL
      WLF402                     TV Intercity Relay
      WMF215                     TV Intercity Relay
      WPUK454                    TV Pickup
      WPWA211                    TV Pickup

Private Radio Authorizations of WUPW

WPUK560                    Private OFS Microwave (MG)                03/21/2012
WPUK561                    Private OFS Microwave (MG)                03/21/2012
WPSE574                    Business Radio (IG)                       03/28/2011



                                                                              13

10.  INDIANA BROADCASTING, LLC (WANE-TV)  FRN: 0004-0893-30

WANE-TV (39270)         Ch. 15                     Fort Wayne, IN    08/01/2005
WANE-DT                 Ch. 4 BPCDT-19991018AAQ                            *
STA for Ch. 31 DTV (BEDSTA-20040902ACS)                              03/30/2005
Switch to DTV Ch. 31(MM 01-302) effective 10/25/2002.
Application to switch to Ch. 31(BMPCDT-20021002ACJ) pending

*  DTV CP extended until further action by the FCC

      Broadcast Auxiliaries....................................      08/01/2005

      BLP00609          Low Power Broadcast Auxiliary
      BLP01241          Low Power Broadcast Auxiliary
      KA44298           Remote Pickup Mobiles
      KA62421           Remote Pickup Base Mobile System
      KA74817           TV Pickup
      KB96691           TV Pickup
      KB96692           TV Pickup
      KJC728            Remote Pickup Base
      WMU701            TV Relay
      WQB214            Remote Pickup Base Mobile System

Private Radio Authorizations

      WPEE984           Radiolocation (Weather Radar)                09/20/2014



                                                                              14

11.   WWLP BROADCASTING, LLC   FRN: 0004-9928-71

WWLP (6868)             Ch. 22                 Springfield, MA       04/01/2007
WWLP-DT                 Ch. 11 BPCDT-19991024ADM                           *
Modification of CP to maximize (BPCDT-20010926ABO)                   11/28/2004*
STA extension for DTV (BMDSTA-20041203AFS)                           06/22/2005

*DTV CP extended until further action of the FCC

      Broadcast Auxiliaries......................................    04/01/2007

      KLE450            Remote Pickup Base/Mobile System
      KA44229           TV Pickup
      KG2404            TV Pickup
      KW8508            TV Pickup
      KW8509            TV Pickup
      KY2893            TV Pickup
      KY2892            TV Pickup
      WBE814            TV Intercity Relay
      WCD932            TV Intercity Relay
      WPNM836           TV Intercity Relay
      WPNM837           TV Intercity Relay
      WPNM838           TV Intercity Relay
      WPNM839           TV Intercity Relay
      WPQP632           TV STL
      WPQP633           TV Intercity Relay
      WPQP634           TV Intercity Relay
      WPQP572           TV STL
      WPQR291           TV Intercity Relay
      WPWI230           TV STL
      WPWI231           TV intercity Relay

Domestic Satellite Authorizations

E020171        Transmit/Receive Transportable Earth Station          08/13/2017

E030311        Transmit/Receive Transportable Earth Station          01/06/2019

Private Radio Authorization

WPYR578        Radiolocation Weather Radar (RS)                      10/07/2013



                                                                              15

12.   PRIMELAND TELEVISION, INC. FRN: 0004-8196-29

WLFI-TV (73204)       Ch. 18            Lafayette, IN                12/01/2005
WLFI-DT               Ch. 11 CP (BMPCDT-20030116ABG)                 07/15/2004*

*License application (BLCDT-20040520AIX) is pending

      Broadcast Auxiliaries.................................         08/01/2005

      KSI69             TV STL
      WCZ72             TV STL
      KZ4872            TV Pickup
      WMV734            TV Intercity Relay
      WXX209            Remote Pickup
      WHE942            Remote Pickup

      Private Radio Authorizations

      WPRU946           Radiolocation (Weather Radar)                02/28/2011



                                                                              16

13.   TELEVICENTRO OF PUERTO RICO, LLC FRN: 0004-3433-23

WAPA-TV (52073)         Ch. 4         San Juan, PR                02/01/2005*
WAPA-DT                 Ch. 27 BPCDT-19991027ABH                        **
STA  to operate WAPA-DT                                           11/20/2003***

*Renewal is pending

**DTV CP extended until further action of the FCC.

***BEDSTA-20030527AKE is pending

WIRS (39887)            Ch. 42        Yauco, PR                   02/01/2005*

*Renewal is pending

STA of WIRS (BSTA-20040506ACE)                                    12/23/2004
Modification of STA (BMSTA-20040730BGY) pending
WIRS-DT                 Ch. 41 BMPCDT-20040430AGV                 01/22/2005**
STA to operate DTV at low power (BEDSTA-20030827ARB)              03/16/2004***
STA for DTV to be off-air (BSTA-20040120AGX                       05/10/2004****

**DTV CP extended until further action of the FCC

***Extension request (BEDSTA-20040316AMI) is pending

****Extension request (BESTA-20040507ACH) is pending

WTIN (26681)            Ch. 14         Ponce, PR                  02/01/2005*

*Renewal is pending

WTIN-DT                 Ch. 15        BPCDT-19991101ADR           01/23/2005
W49AC (52072)           Ch. 49        Adjuntas, PR                02/01/2005*
W43AA (52070)           Ch. 43        Utuado, PR                  02/01/2005*
W56AA (52071)           Ch. 56        Orocovis, PR                02/01/2005*

      Broadcast Auxiliaries used with WAPA-TV.................... 02/01/2005

      KHI20             Main & Alternate Main TV STL
      KP9655            TV Pickup
      KA88562           TV Pickup
      KP7888            TV Pickup
      WPNH464           TV Intercity Relay
      WPNH465           TV Intercity Relay
      WPNH466           TV Intercity Relay
      WPNH467           TV Intercity Relay
      KPK917            Remote Pickup
      KPK910            Remote Pickup Automatic Relay
      KPI267            Remote Pickup
      KE8358            Remote Pickup
      WGI232            TV Intercity Relay
      WLG928            TV Intercity Relay

Domestic Satellite Authorizations

E900627       Receive-Only Satellite Earth Station                10/19/2010

Private Radio Authorizations

WPRF962       Radiolocation (Weather Radar)                       09/06/2005



                                                                              17

14.   WNJX-TV, INC. FRN: 0003-7532-25

WNJX-TV (73336)         Ch. 22        Mayaguez, PR                02/01/2005*

*Renewal is pending

WNJX-DT                 Ch. 23 BMPCDT-20040115ACG                 07/29/2004**
STA extension (BEDSTA-20041112AFI)                                06/16/2005

**DTV CP extended until further action of the FCC

      Broadcast Auxiliaries..............................         02/01/2005*

      WLP999            TV Intercity Relay
      WLP462            TV STL
      WLG323            TV STL

      Antenna Structure Registration

      1010495           Maricao, PR (leased)

15.   S&E NETWORK, INC. FRN: 0001-8330-52

WJPX (58340)            Ch. 24        San Juan, PR                02/01/2005*

*Renewal is pending

WJPX-DT                 Ch. 21        BMPCDT-20020228ABT               **

**DTV CP extended until further action of the FCC

STA to operate at low power                                       07/09/2004***

***Extension (BESTA-20040702AGA) is pending

WKPV (58341)            Ch. 20        Ponce, PR                   02/01/2005*

*Renewal is pending

WKPV-DT                 Ch. 19        BMPCDT-20040318ABY          10/13/2004**

**DTV CP extended until further action of the FCC

STA for DTV (BEDSTA-20041028AKU)                                  05/31/2005
WJWN-TV (58342)         Ch. 38        San Sebastian, PR           02/01/2005*

*Renewal is pending

WJWN-DT                 Ch. 39        BMPCDT-20020423AAB              **

**DTV CP extended until further action of the FCC

Modification of STA for DTV (BMDSTA-20040930BZW)                  05/09/2005

      Broadcast Auxiliaries

      KC26277           TV Pickup
      WMV806            TV Intercity Relay
      WMV807            TV Intercity Relay
      WMV808            TV Intercity Relay
      WMV809            TV Intercity Relay
      WMV810            TV Intercity Relay
      WMV811            TV Intercity Relay
      WPJA639           TV Intercity Relay
      WPNF849           TV STL
      WPNK615           TV Intercity Relay



                                                                              18

II.   OTHER BROADCAST STATIONS IN WHICH LIN HAS AN ATTRIBUTABLE INTEREST

      1.    WAND(TV) PARTNERSHIP FRN: 0003-7802-02

WAND (70852)            Ch. 17        Decatur, IL                 12/01/2005
Main and Auxiliary Antenna
WAND-DT                 Ch. 18        Decatur, IL                 12/01/2005
W31BX (70853)           Ch. 31        Danville, IL                12/01/2005

      Broadcast Auxiliaries...........................            12/01/2005

      BLP00730          Low Power Broadcast Auxiliary
      BLP00732          Low Power Broadcast Auxiliary
      KB96449           TV Pickup
      KIA942            Remote Pickup Base/Mobile System
      KQ6893            TV Pickup
      KQ8451            TV Pickup
      KVF22             TV STL
      KVY747            Remote Pickup Base/Mobile System
      WHA823            TV Intercity Relay

Domestic Satellite Authorizations

      E4707             Receive-Only Fixed Earth Station          09/03/2017
      E8151             Receive-Only Fixed Earth Station          12/21/2019
      E980363           Transmit/Receive Fixed Earth Station      11/18/2008
      E030138           Transportable Earth Station UpLink        08/05/2018

Private Radio Authorizations

WPED991 Radiolocation (Weather Radar)              02/10/2014



                                                                              19

III.  LOWER 700 MHZ BAND AUTHORIZATIONS (WZ)

      1.     LIN TELEVISION CORPORATION FRN: 0003-7803-68

WPWV366      CMA032 Hartford-New Britain-Bristol, CT                  01/01/2015
WPWV367      CMA038 Providence-Warwick-Pawtucket, RI                  01/01/2015
WPWV368      CMA042 Bridgport-Stamford-Norwalk-Danbury, CT            01/01/2015
WPWV369      CMA049 New Haven-West Haven-Waterbury-Meriden, CT        01/01/2015
WPWV370      CMA063 Springfield-Chicopee-Holyoke, MA                  01/01/2015
WPWV371      CMA075 Austin, TX                                        01/01/2015
WPWV372      CMA076 New Bedford-Fall River, MA                        01/01/2015
WPWV373      CMA154 New London-Norwich, CT                            01/01/2015
WPWV374      CMA160 Killeen-Temple, TX                                01/01/2015
WPWV375      CMA213 Pittsfield, MA                                    01/01/2015
WPWV376      CMA357 Connecticut 1-Litchfield                          01/01/2015
WPWV377      CMA358 Connecticut 2-Windham                             01/01/2015
WPWV378      CMA470 Massachusetts 1-Franklin                          01/01/2015
WPWV379      CMA471 Massachusetts 2-Barnstable                        01/01/2015
WPWV380      CMA624 Rhode Island 1-Newport                            01/01/2015
WPWV381      CMA660 Texas 9-Runnels                                   01/01/2015
WPWV382      CMA666 Texas 15-Concho                                   01/01/2015
WPWV383      CMA667 Texas 16-Burleson                                 01/01/2015
WPZA215      CMA064 Grand Rapids, MI                                  01/01/2015
WPZA216      CMA096 Fort Wayne, IN                                    01/01/2015
WPZA217      CMA132 Kalamazoo, MI                                     01/01/2015
WPZA218      CMA177 Battle Creek, MI                                  01/01/2015
WPZA219      CMA181 Muskegon, MI                                      01/01/2015
WPZA220      CMA194 Waco, TX                                          01/01/2015
WPZA221      CMA223 Elkhart-Goshen, IN                                01/01/2015
WPZA222      CMA236 Muncie, IN                                        01/01/2015
WPZA223      CMA247 Lafayette, IN                                     01/01/2015
WPZA224      CMA404 Indiana 2 - Kosciusko                             01/01/2015
WPZA225      CMA479 Michigan 8 - Allegan                              01/01/2015
WPZA226      CMA480 Michigan 9 - Cass                                 01/01/2015
WPZA227      CMA585 Ohio 1 - Williams                                 01/01/2015



                                                                              20

IV.   LMA STATIONS

      1.    54 BROADCASTING, INC. (LMA/KXAN-TV)

KNVA (144)              Ch. 54        Austin, TX                      08/01/2006

KNVA-DT                 Ch. 49 (BPCDT-19991025ADB)                        *
STA extension (BEDSTA-20041207ADL)                                    07/05/2005

*DTV CP extended until further action of the FCC

CP for new Auxiliary Antenna at KXAN-TV site                          08/13/2000
(BPCT-980220KH) was granted 8/13/1998

      Broadcast Auxiliaries..........................                 08/01/2006

      KPN712            Remote Pickup

      WMV231            TV STL

2.    WNAC, LLC FRN: 0007-1128-99

WNAC-TV (73311)         Ch. 64        Providence, RI                 04/01/2007
WNAC-DT                 Ch. 54        Providence, RI                 04/01/2007

      Broadcast Auxiliaries...................                       04/01/2007

     WQCA936                          TV Intercity Relay (TI)
     WQCA934                          TV STL (TS)

V.    OTHER STATIONS IN WHICH LIN PRINCIPALS HAVE AN INTEREST

      1.    WLBB BROADCASTING, LLC FRN: 0004-2849-23

KWCV (72348)            Ch. 33        Wichita, KS                     06/01/2006

KWCV-DT                 Ch. 31        Wichita, KS                     06/01/2006

      Broadcast Auxiliaries.................................          06/01/2006

      WPTG345           TV STL
      WPVU258           TV STL (STA that is no longer needed)
      WPWH319           TV STL



                                                                              21

2.    BANKS-BOISE, INC. FRN: 0005-0084-79

KNIN-TV (59363)         Ch. 9         Caldwell, ID                    10/01/2006

KNIN-DT                 Ch. 10        BMPCDT-20011022AAK                  *
Modified STA for KNIN-DT (BEDSTA-20041119AGH)                         06/27/2005

*  DTV CP extended until further action of the FCC

      Broadcast Auxiliaries......................                     10/01/2006

      WMF734            TV STL
      WPNI876           TV STL

VI.   WAPA AMERICA, INC.      FRN: 0011-5153-43

E040420     Domestic Satellite C-Band Earth Station                   12/15/2019
             Uplink at Chicopee, MA (for cable programming service)



                                  SCHEDULE 4.6

                                   LITIGATION

                                      None



                                  SCHEDULE 4.13

                                  SUBSIDIARIES

                                 Airwaves, Inc.

                            Indiana Broadcasting LLC

                                   KXAN, Inc.

                               KXTX Holdings, Inc.

                                LIN Airtime, LLC

                                 LINBENCO, Inc.

                                LIN Sports, Inc.

                        LIN Television of San Juan, Inc.

                          LIN Television of Texas, Inc.

                          LIN Television of Texas, L.P.

                      North Texas Broadcasting Corporation

                           Primeland Television, Inc.

                          Providence Broadcasting, LLC

                                S&E Network, Inc.

                        Televicentro of Puerto Rico, LLC

                             TVL Broadcasting, Inc.

                      TVL Broadcasting of Rhode Island, LLC

                               WAPA America, Inc.

                             WAVY Broadcasting, LLC

                             WDTN Broadcasting, LLC

                             WIVB Broadcasting, LLC

                                  WNJX-TV, Inc.

                              WOOD License Co., LLC

                              WOOD Television, Inc.

                             WTNH Broadcasting, Inc.



                                                                              24

                             WUPW Broadcasting, LLC

                             WWHO Broadcasting, LLC

                             WWLP Broadcasting, LLC



                                  SCHEDULE 4.15

                              ENVIRONMENTAL MATTERS

                                      None



                                 SCHEDULE 7.2(e)

                              EXISTING INDEBTEDNESS

                                      None



                                 SCHEDULE 7.3(f)

                                  EXITING LIENS

                                      None



                                 SCHEDULE 7.8(f)

                              EXISTING INVESTMENTS

$3,000,000 investment in Gannaway Web Holdings LLC dba WorldNow
$100,000 investment in CouponBug
$125,000 investment in Global Translations, Inc.
$2,200,000 investment in 54 Broadcasting, Inc.
$2,500,000 loan to WNAC, LLC
20.38% membership interest in Station Venture Holdings LLC
33.33% partnership interest in WAND (TV) Partnership
50% non-voting equity interest in Banks Broadcasting

EX-21

Exhibit 21

Subsidiary	Jurisdiction of Incorporation
Airwaves, Inc.	Delaware
Indiana Broadcasting LLC	Delaware
KXAN, Inc.	Delaware
KXTX Holdings, Inc.	Delaware
LIN Airtime, LLC	Delaware
LIN Sports, Inc.	Delaware
LIN Television Corporation	Delaware
LIN Television of San Juan, Inc.	Delaware
LIN Television of Texas, Inc.	Delaware
LIN Television of Texas, L.P.	Delaware
LIN TV Corp.	Delaware
Linbenco, Inc.	Delaware
North Texas Broadcasting Corporation	Delaware
Primeland Television, Inc.	Delaware
Providence Broadcasting, LLC	Delaware
S&E Network, Inc.	Puerto Rico
Televicentro of Puerto Rico, LLC	Delaware
TVL Broadcasting of Rhode Island, LLC	Delaware
TVL Broadcasting, Inc.	Delaware
WAPA America, Inc.	Delaware
WAVY Broadcasting, LLC	Delaware
WDTN Broadcasting, LLC	Delaware
WEYI Broadcasting, LLC	Delaware
WEYI Television, Inc.	Delaware
WIVB Broadcasting, LLC	Delaware
WNJX-TV, Inc.	Delaware
WOOD License Co., LLC	Delaware
WOOD Television, Inc.	Delaware
WTNH Broadcasting, Inc.	Delaware
WUPW Broadcasting, LLC	Delaware
WWLP Broadcasting, LLC	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-107754) and Form S-8 (No. 333-87920) of LIN TV Corp. and LIN Television Corporation of our report dated March 15, 2005 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of LIN TV Corp., which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Boston, Massachusetts
March 15, 2005

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-107754) and Form S-8 (No. 333-87920) of LIN TV Corp. and LIN Television Corporation of our report dated March 15, 2005 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of LIN Television Corporation, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Boston, Massachusetts
March 15, 2005

EX-23.3

Exhibit 23.3

Independent Auditors’ Consent

The Members
Station Venture Holdings, LLC:

We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-107754) and on Form S-8 (No. 333-87920) of LIN Television Corporation and LIN TV Corp. of our report dated March 9, 2005, with respect to the balance sheets of Station Venture Holdings, LLC as of December 31, 2004 and 2003 and the related statement of operations, members’ deficit, and cash flows for each of the years in the three-year period ended December 31, 2004, which report appears in the December 31, 2004 annual report on Form 10-K of LIN Television Corporation and LIN TV Corp.

/s/ KPMG LLP

San Diego, California
March 14, 2005

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Gary R. Chapman, certify that:

1.	I have reviewed this annual report on Form 10-K of LIN TV Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Gary R. Chapman
Dated: March 16, 2004	Gary R. Chapman
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Vincent L. Sadusky, certify that:

1.	I have reviewed this annual report on Form 10-K of LIN TV Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Vincent L. Sadusky
Dated: March 16, 2004	Vincent L. Sadusky
	Chief Financial Officer and Treasurer

EX-31.3

Exhibit 31.3

CERTIFICATIONS

I, Gary R. Chapman, certify that:

1.	I have reviewed this annual report on Form 10-K of LIN Television Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Gary R. Chapman
Dated: March 16, 2005	Gary R. Chapman
	Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATIONS

I, Vincent L. Sadusky, certify that:

1.	I have reviewed this annual report on Form 10-K of LIN Television Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Vincent L. Sadusky
Dated: March 16, 2005	Vincent L. Sadusky
	Chief Financial Officer and Treasurer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K of LIN TV Corp. for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Gary R. Chapman, Chief Executive Officer of the Company, and Vincent L. Sadusky, Chief Financial Officer of the Company each hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 16, 2005	/s/ Gary R. Chapman
	Gary R. Chapman
	Chief Executive Officer
Dated: March 16, 2005	/s/ Vincent L. Sadusky
	Vincent L. Sadusky
	Chief Financial Officer and Treasurer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report on Form 10-K of LIN Television Corporation for the year ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Gary R. Chapman, Chief Executive Officer of the Company, and Vincent L. Sadusky, Chief Financial Officer of the Company each hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 16, 2005	/s/ Gary R. Chapman
	Gary R. Chapman
	Chief Executive Officer
Dated: March 16, 2005	/s/ Vincent L. Sadusky
	Vincent L. Sadusky
	Chief Financial Officer and Treasurer