FIRST AMENDMENT

Exhibit 10.21

FIRST AMENDMENT

     FIRST AMENDMENT (this “Amendment”), dated as of December 31, 2005, to the Credit Agreement dated as of November 4, 2005 (the “Credit Agreement”), 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 institutions from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), as an issuing lender (in such capacity, an “Issuing Lender”), 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, Xxxxxxx Xxxxx Credit Partners, L.P., Bank of America, N.A. and Wachovia Bank, National Association as documentation agents (in such capacity, each a “Documentation Agent”), and The Bank of Nova Scotia and SunTrust Bank, as co-documentation agents (in such capacity, each a “Co-Documentation Agent”), and X.X. Xxxxxx Securities Inc. and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners.

W I T N E S S E T H:

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

     WHEREAS, the Borrowers have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

     WHEREAS, the Lenders are willing to agree to such amendment on the terms set forth herein;

     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the undersigned hereby agree as follows:

     I. Defined Terms. Terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

     II. Amendments to Section 2.1.

     (a) Section 2.1(a) is hereby amended by adding thereto, at the end thereof, two new sentences reading in their entirety as follows:

“Such apportionment of the Delayed-Draw Term Loans may be changed at any time, and from time to time, by the Borrower by its giving notice of such change to the Administrative Agent, which shall promptly notify the Delayed-Draw Term Lenders thereof. It is understood and agreed that nothing in the definition of “Borrower Delayed-Draw Term Loan Commitments” or “Permitted Borrower Delayed-Draw Term Loan Commitments” shall be construed to prohibit the apportionment of the Delayed-Draw Term Loans in accordance with the previous sentence.”

     (b) Section 2.1(b) is hereby amended by adding thereto, at the end thereof, a new sentence reading in its entirety as follows:

“The apportionment of any Incremental Term Loans between the Borrower and the Permitted Borrower may be changed at any time, and from time to time, by the Borrower by its giving notice of such change to the Administrative Agent, which shall promptly notify the Incremental Term Lenders.”

     III. Amendment to Section 2.3(a). Section 2.3(a) is hereby amended by adding thereto, at the end thereof, two new sentences reading in their entirety as follows:

“Any partial payment of principal will be allocated by the Borrower between the Delayed-Draw Term Loans made to the Borrower and the Delayed-Draw Term Loans made to the Permitted Borrower as directed by the Borrower in a notice to the Administrative Agent prior to any such payment, or in the absence of any such notice ratably between them. The Administrative Agent shall promptly notify each Delayed-Draw Term Lender of such direction.”

     IV. Amendment to Section 2.3(b). Section 2.3(b) is hereby amended by adding thereto, at the end thereof, two new sentences reading in their entirety as follows:

“Any partial payment of principal will be allocated by the Borrower between the Incremental Term Loans made to the Borrower and the Incremental Term Loans made to the Permitted Borrower as directed by the Borrower in a notice to the Administrative Agent prior to any such payment, or in the absence of any such notice ratably between them. The Administrative Agent shall promptly notify each Incremental Term Lender of such direction.”

     V. Amendment to Section 2.8. Section 2.8 is hereby amended by deleting the phrase “Delayed-Draw” each time it appears in the last sentence thereof.

     VI. Amendment to Section 10.6(a). Section 10.6(a) is hereby amended by adding immediately following “(i)” the words “other than as provided in the last two sentences of Section 2.1(a) and in the last sentence of Section 2.1(b).”

     VII. Effective Date. This Amendment shall become effective as of and with effect from the date hereof, on the date on which the Borrower, the Permitted Borrower and each of the Lenders under the Credit Agreement shall have duly executed and delivered to the Administrative Agent this Amendment.

     VIII. Representations and Warranties. The Borrowers hereby represent and warrants that after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

     IX. No Other Amendments; Confirmation. Except as expressly amended hereby, the provisions of the Credit Agreement, as amended and restated, are and shall remain in full force and effect.

     X. Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

     XI. Counterparts. This Amendment 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. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

     IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

	LIN TELEVISION CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		CFO & Treasurer

	TELEVICENTRO OF PUERTO RICO LLC By: LIN TELEVISION OF SAN XXXX, INC., its managing member
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		Vice President CFO & Treasurer

	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender and Issuing Lender
	By:	/s/ Xxxxxx Xxxxx Xxxxx
	Name:		Xxxxxx Xxxxx Xxxxx
	Title:		Vice President

	DEUTSCHE BANK TRUST COMPANY AMERICAS, individually and as Syndication Agent and an Issuing Lender
	By:	/s/ Xxxxx XxXxxxx
	Name:	Xxxxx XxXxxxx
	Title:	Director
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Vice President

	XXXXXXX SACHS CREDIT PARTNERS L.P., individually and as Documentation Agent
	By:	/s/ Xxxxx X. Xxxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxxx
	Title:	Authorized Signatory

	BANK OF AMERICA, N.A., individually and as Documentation Agent
	By:	/s/ Xxx Peoen
	Name:	Xxx Peoen
	Title:	Vice President

	WACHOVIA BANK, NATIONAL ASSOCIATION, individually and as Documentation Agent
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	Director

	THE BANK OF NOVA SCOTIA, individually and as Co-Documentation Agent
	By:	/s/ Xxxxxx X. Xxxxxx
	Name:		Xxxxxx X. Xxxxxx
	Title:		Authorized Signatory

	SUNTRUST BANK, individually and as Co-Documentation Agent
	By:	/s/ Xxxxxxx Xxxxxx
	Name:		Xxxxxxx Xxxxxx
	Title:		Managing Director

	SCOTIABANC INC., as Lender
	By:		/s/ Xxxxxxx Xxxxxxx
	Name:		Xxxxxxx Xxxxxxx
	Title:		Director

	THE ROYAL BANK OF SCOTLAND plc, as Lender
	By:		/s/ Xxxxxxx Xxxxxxxxxx
	Name:		Xxxxxxx Xxxxxxxxxx
	Title:		Managing Director

	BNP PARIBAS, as Lender
	By:		/s/ Xxx Xxxxxxxxx
	Name:		Xxx Xxxxxxxxx
	Title:		Director
	By:		/s/ Xxxxx Xxxxxxx
	Name:		Xxxxx Xxxxxxx
	Title:		Director Media & Telecom Finance

	CITIBANK, N.A., as Lender
	By:	/s/ J. Judge
	Name:		J. Judge
	Title:		Vice President

	SUMITOMO MITSUI BANKING CORPORATION, as Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:		Xxxxxxx Xxxxx
	Title:		Joint General Manager

	U.S. BANCORP, as Lender
	By:	/s/ Xxxx XxXxxxxxx
	Name:		Xxxx XxXxxxxxx
	Title:		Vice President

	GENERAL ELECTRIC CAPITAL CORPORATION, as Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:		Xxxxxx Xxxxxx
	Title:		Duly Authorized Signatory

	BAYERISCHE LANDESBANK, NEW YORK BRANCH, as Lender
	By:	/s/ Xxxxxx XxXxxxx
	Name:		Xxxxxx XxXxxxx
	Title:		First Vice President
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:		Xxxxxx Xxxxxxxx
	Title:		Senior Vice President

	THE BANK OF NEW YORK, as Lender
	By:	/s/ Xxxxxx X. Xxxxxxx
	Name:		Xxxxxx X. Xxxxxxx
	Title:		Vice President

	CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Lender
	By:	/s/ Xxxxxx Xxxx
	Name:		Xxxxxx Xxxx
	Title:		Vice President
	By:	Xxxxxxx Xx
	Name:		Xxxxxxx Xx
	Title:		Directory

	BANK OF SCOTLAND, as Lender
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Assistant Vice President

	MIZUHO CORPORATE BANK, LTD., as Lender
	By:	/s/ Xxxxx Xxxxx
	Name:		Xxxxx Xxxxx
	Title:		Deputy General Manager

	ALLIED IRISH BANKS, P.L.C., as Lender
	By:	/s/ Xxxxxx X’Xxxxxxx
	Name:		Xxxxxx X’Xxxxxxx
	Title:		Vice President
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:		Xxxxxxx X. Xxxxx
	Title:		Vice President

	AIB DEBT MANAGEMENT LIMITED, as Lender
	By:	/s/ Roisi X’Xxxxxxx
	Name:		Roisi X’Xxxxxxx
	Title:		Vice President Investment Advisor to AIB Debt Management Limited
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:		Xxxxxxx X. Xxxxx
	Title:		Vice President Investment Advisor to AIB Debt Management Limited

	BANK OF COMMUNICATIONS, as Lender
	By:	/s/ Xxxxxxx He
	Name:		Xxxxxxx He
	Title:		Deputy General Manager

The Guarantors hereby consent and agree to this Amendment as of the date hereof and reaffirm their obligations under the Guarantee and Collateral Agreement, the Guarantee and the other Loan Documents to which they are party.

	LIN TV CORP.
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		CFO & Treasurer

	AIRWAVES, INC. KXAN, INC. KXTX HOLDINGS, INC. LINBENCO, INC. LIN SPORTS, INC. LIN TELEVISION OF SAN XXXX, INC. XXX TELEVISION OF TEXAS, INC. NORTH TEXAS BROADCASTING CORP. PRIMELAND TELEVISION, INC. TVL BROADCASTING, INC. WAPA AMERICA, INC. WOOD TELEVISION, INC. WNJX-TV INC. WTNH BROADCASTING, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		CFO & Treasurer

	INDIANA BROADCASTING, LLC LIN AIRTIME, LLC LIN OF ALABAMA, LLC LIN OF COLORADO, LLC LIN OF NEW MEXICO, LLC LIN OF WISCONSIN, LLC PROVIDENCE BROADCASTING, LLC WAVY BROADCASTING, LLC WIVB BROADCASTING, LLC WOOD LICENSE CO., LLC WWLP BROADCASTING, LLC
	By:	LIN TELEVISION CORPORATION, their managing member
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:		Xxxxxxx X. Xxxxxxx
	Title:		CFO & Treasurer

	TVL BROADCASTING OF RHODE ISLAND, LLC WDTN BROADCASTING, LLC WUPW BROADCASTING, LLC WWHO BROADCASTING, LLC
	By:	TVL BROADCASTING, INC., their managing member
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:		Xxxxxxx X. Xxxxxxxx
	Title:		Vice President CFO & Treasurer

	TELEVICENTRO OF PUERTO RICO, LLC
	By:	LIN TELEVISION OF SAN XXXX, its managing member
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:		Xxxxxxx X. Xxxxxxxx
	Title:		Vice President CFO & Treasurer

	LIN TELEVISION OF TEXAS, L.P.
	By:	LIN TELEVISION OF TEXAS, INC., its general partner

	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:		Xxxxxxx X. Xxxxxxxx
	Title:		Vice President CFO & Treasurer