Young Broadcasting Inc /De/ Sample Contracts

EXHIBIT 10.21 (a) 02. CONFORMED COPY AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 25, 1997,
Credit Agreement • March 20th, 1998 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
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Standard Contracts

As Issuer,
Indenture • January 31st, 2002 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
WITNESSETH:
Employment Agreement • March 19th, 2001 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
W I T N E S S E T H:
Credit Agreement • May 15th, 2002 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
EXHIBIT 10.35 YOUNG BROADCASTING INC. 8 3/4% SENIOR SUBORDINATED NOTES DUE 2007 PURCHASE AGREEMENT ------------------
Purchase Agreement • July 16th, 1997 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
by and among
Registration Rights Agreement • July 16th, 1997 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
CONFORMED COPY SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 26, 2000,
Credit Agreement • March 19th, 2001 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
CONFORMED COPY CREDIT AGREEMENT dated as of June 26, 2000,
Credit Agreement • March 19th, 2001 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
WITNESSETH:
Lease • March 19th, 2001 • Young Broadcasting Inc /De/ • Television broadcasting stations
Exhibit 10.1 ================================================================== ============== ASSET PURCHASE AGREEMENT dated as of February 12, 2002
Asset Purchase Agreement • March 8th, 2002 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
WITNESSETH:
Employment Agreement • March 19th, 2001 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
3,000,000 Shares YOUNG BROADCASTING INC. Class A Common Stock UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • June 26th, 2001 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
AMENDMENT NO. 11
Voting Trust Agreement • March 26th, 2002 • Young Broadcasting Inc /De/ • Television broadcasting stations

Amendment No. 11 dated as of June 30, 2001 (the "Amendment"), by and between Richard Young, Sharon Conroy, Kinley Y. Moori, Rachel McConkey, and Vincent Young, as Trustee under the Agreement of Trust dated December 31, 1990 (the "Shareholders") and Vincent Young and Richard Young, as trustees (the "Trustees").

AGREEMENT ---------
Merger Agreement • March 20th, 1998 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
YOUNG BROADCASTING INC. As Issuer, THE INITIAL GUARANTORS named herein AND
Indenture • July 16th, 1997 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
W I T N E S S E T H:
Credit Agreement • August 9th, 2002 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
EXCHANGE AGREEMENT
Exchange Agreement • November 30th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York

This Exchange Agreement (this “Agreement”) is made and entered into as of November 29, 2005, by and between Deborah McDermott (the “Executive”) and Young Broadcasting Inc., a Delaware corporation (the “Company”). Each of the Executive and the Company are sometimes referred to herein as a “Party” or, collectively, as the “Parties.”

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EMPLOYMENT AGREEMENT
Employment Agreement • August 10th, 2007 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) dated as of August 8, 2007 (the “Agreement Date”) between Young Broadcasting Inc., a Delaware corporation (“Company”), and James A. Morgan (“Executive”).

AFFILIATION AGREEMENT (PRIMARY AFFILIATE)
Affiliation Agreement • March 15th, 2004 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York

This Affiliation Agreement (the “Agreement”), is entered into as of June 3, 2003, by and between UPN, a Delaware partnership, located at 11800 Wilshire Boulevard, Los Angeles, California 90025, and Winnebago Television Inc. (“Licensee”), located at 1917 North Meridian Road, Rockford, Illinois 61101 with respect to television station WTVO-DT (the “Station”), which broadcasts on television channel 16 and which is licensed by the Federal Communications Commission (the “FCC”) to serve the community of Rockford, Illinois (the “Licensed Community”), located in the Designated Market Area of Rockford, Illinois (the “DMA”). It is understood that Licensee also owns WTVO (the “Analog Station”), which broadcasts on television channel 17, is licensed by the FCC to serve the Licensed Community for the DMA and is affiliated with the ABC television network.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 3, 2005, among YOUNG BROADCASTING INC., THE BANKS LISTED HEREIN, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and Issuing Bank,
Credit Agreement • May 6th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 3, 2005 among YOUNG BROADCASTING INC., a Delaware corporation (the “Borrower”), the banks and other financial institutions (the “Banks”) listed on the signature pages hereof, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent for the Lenders hereunder and as Issuing Bank, LEHMAN COMMERCIAL PAPER INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agents for the Lenders hereunder, BNP PARIBAS, as Documentation Agent, and WACHOVIA CAPITAL MARKETS, LLC, LEHMAN BROTHERS INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Lead Book-Runners.

FORM OF RESTRICTED SHARES AGREEMENT]
Restricted Shares Agreement • November 30th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations • Delaware

This Restricted Shares Award Agreement (the “Agreement”) contains the terms and conditions of the Restricted Shares Award granted to you by Young Broadcasting Inc., a Delaware corporation (the “Company”).

YOUNG BROADCASTING INC. STOCK OPTION AGREEMENT
Stock Option Agreement • March 16th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York

WHEREAS, on February 3, 2004, the Board of Directors of the Company (the “Board”) adopted the Young Broadcasting Inc. 2004 Equity Incentive Plan (the “Plan”) as a continuation, and an amendment and restatement, of the previously adopted 1995 Stock Option Plan. The Plan authorizes the grant of options to purchase shares of the common stock, $.001 par value (“Common Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and

YOUNG BROADCASTING INC. DEFERRED STOCK AGREEMENT
Deferred Stock Agreement • March 16th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations • Delaware

This Deferred Stock Award Agreement (the “Agreement”) contains the terms and conditions of the Deferred Stock Award of restricted stock units granted to you by Young Broadcasting Inc., a Delaware corporation (the “Company”).

INCREASE JOINDER
Credit Agreement • August 9th, 2006 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York

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

ABC TV Network November 5, 2004 Ms. Deb McDermott President Young Broadcasting Inc.
Primary Television Affiliation Agreements • November 12th, 2004 • Young Broadcasting Inc /De/ • Television broadcasting stations
NBC TV NETWORK LETTERHEAD]
Affiliation Agreement • November 9th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations • New York
Contract
Affiliation Agreement • November 9th, 2004 • Young Broadcasting Inc /De/ • Television broadcasting stations

Confidential Treatment has been requested for portions of this Exhibit. The Confidential portions have been redacted and are denoted by ***. The Confidential portions have been separately filed with The Securities and Exchange Commission.

NBC Letterhead] October 26, 2004 Young Broadcasting, Inc. (as Licensee) Davenport, Iowa Re: KWQC-TV, Davenport, Iowa
Affiliation Agreement • November 9th, 2004 • Young Broadcasting Inc /De/ • Television broadcasting stations

Reference is made to the Affiliation Agreement, dated February 3, 1995, between Broad Street Television L.P. (as predecessor-in-interest to Licensee) and NBC (the “Affiliation Agreement”) and the notice of cancellation, dated September 17, 2003, of the KWQC-TV Affiliation Agreement.

CBS letterhead] October 6, 2004 VIA FACSIMILE — 615-369-7388 & DHL EXPRESS Ms. Deborah McDermott President, Broadcast Group Young Broadcasting
Station Affiliation Agreement • November 9th, 2004 • Young Broadcasting Inc /De/ • Television broadcasting stations
NBC Letterhead] February 1, 2005 Young Broadcasting, Inc. (as Licensee) Davenport, Iowa Re: KWQC-TV, Davenport, Iowa
Affiliation Agreement • March 16th, 2005 • Young Broadcasting Inc /De/ • Television broadcasting stations

Reference is made to the Affiliation Agreement, dated February 3, 1995, between Broad Street Television L.P. (as predecessor-in-interest to Licensee) and NBC (the “Affiliation Agreement”) and the notice of cancellation, dated September 17, 2003, of the KWQC-TV Affiliation Agreement.

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