S-4

As filed with the Securities and Exchange Commission on October 21, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LIN Television Corporation

(Exact name of Registrant as specified in its charter)

Delaware	4833	13-3581627
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(I.R.S. Employer Identification Number)

Gary R. Chapman

Chief Executive Officer

LIN TV Corp.

Four Richmond Square, Suite 200

Providence, Rhode Island 02906

(401) 454-2880

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

With a copy to:

Thomas S. Ward, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Telephone: (617) 526-6000

Telecopy: (617) 526-5000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                            

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o                            

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to Be	Offering Price	Aggregate	Registration
Securities to Be Registered	Registered	per Security	Offering Price(1)	Fee(2)
61/2% Senior Subordinated Notes due 2013 — Class B	$190,000,000	92.238%	$175,252,200	$20,628
Guarantees of LIN Television Corporation 61/2% Senior Subordinated Notes due 2013 — Class B(3)	N/A	N/A	N/A	N/A

(1)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended.
(2)	Calculated based upon the book value of the securities to be received by the Registrant in the exchange in accordance with Rule 457(f)(2).
(3)	No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933.

     The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

     LIN TV Corp. and each of the following direct and indirect subsidiaries of LIN Television Corporation are Co-Registrant Guarantors:

	State or Other		Primary Standard
	Jurisdiction of		Industrial		I.R.S. Employer
	Incorporation or		Classification		Identification
Exact Name of Co-Registrant Guarantor as Specified in Its Charter	Organization		Number		Number
LIN TV Corp.		Delaware		4833		05-0501252
Airwaves, Inc.		Delaware		4833		05-0487757
Indiana Broadcasting, LLC		Delaware		4833		05-0496718
KXAN, Inc.		Delaware		4833		13-2670260
KXTX Holdings, Inc.		Delaware		4833		05-0481599
LIN Airtime, LLC		Delaware		4833		52-2258751
LIN of Alabama, LLC		Delaware		4833		20-3347776
LIN of Colorado, LLC		Delaware		4833		20-3347854
LIN of New Mexico, LLC		Delaware		4833		20-3347886
LIN of Wisconsin, LLC		Delaware		4833		20-3347936
LIN Sports, Inc.		Delaware		4833		05-0487756
LIN Television of San Juan, Inc.		Delaware		4833		52-2189666
LIN Television of Texas, Inc.		Delaware		4833		05-0481602
LIN Television of Texas, LP		Delaware		4833		05-0481606
Linbenco, Inc.		Delaware		4833		05-0487755
North Texas Broadcasting Corporation		Delaware		4833		13-2740621
Primeland Television, Inc.		Delaware		4833		37-1023233
Providence Broadcasting, LLC		Delaware		4833		52-2291972
S&E Network, Inc.		Puerto Rico		4833		66-0514956
Televicentro of Puerto Rico, LLC		Delaware		4833		52-2188462
TVL Broadcasting, Inc.		Delaware		4833		75-2676358
TVL Broadcasting of Rhode Island, LLC		Delaware		4833		52-2368799
WAPA America, Inc.		Delaware		4833		11-3726305
WAVY Broadcasting, LLC		Delaware		4833		05-0496719
WDTN Broadcasting, LLC		Delaware		4833		52-2368795
WIVB Broadcasting, LLC		Delaware		4833		05-0496720
WLBB Broadcasting, LLC		Delaware		4833		52-2184184
WNJX-TV, Inc.		Delaware		4833		66-0425176
WOOD License Co., LLC		Delaware		4833		05-0496721
WOOD Television, Inc.		Delaware		4833		06-1506282
WTNH Broadcasting, Inc.		Delaware		4833		05-0481600
WUPW Broadcasting, LLC		Delaware		4833		52-2368784
WWHO Broadcasting, LLC		Delaware		4833		05-0615511
WWLP Broadcasting, LLC		Delaware		4833		52-7115298

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 21, 2005

PROSPECTUS

$190,000,000

LIN Television Corporation

6¹/2% Senior Subordinated Notes Due 2013 — Class B

        We are offering to exchange 6¹/2% senior subordinated notes due 2013 — class B that we have registered under the Securities Act of 1933 for all of our outstanding unregistered 6¹/2% senior subordinated notes due 2013 — class B. We refer to these registered notes as the new notes and all outstanding unregistered 6¹/2% senior subordinated notes due 2013 — class B as the old notes. The old notes are, and the new notes will be, fully and unconditionally guaranteed, jointly and severally, by substantially all of our domestic subsidiaries. The new notes will not be listed on any national securities exchange. Currently, there is no public market for the old notes.

      The 6¹/2% senior subordinated notes due 2013 of LIN Television Corporation referenced herein refer to the $375 million aggregate principal amount issued under an indenture dated May 12, 2003. The old notes referenced herein refer to the $190 million aggregate principal amount of 6¹/2% senior subordinated notes due 2013 — class B issued under an indenture dated September 29, 2005 and the new notes will be issued pursuant to the indenture dated September 29, 2005, and each of the old notes and the new notes is a separate class of securities from the existing 6¹/2% senior subordinated notes due 2013.

The Exchange Offer

•  We will exchange an equal principal amount of new notes that are freely tradable for all old notes that are validly tendered and not validly withdrawn.

•  You may withdraw tenders of outstanding old notes at any time prior to the expiration of the exchange offer.

•  The exchange offer is subject to the satisfaction of limited, customary conditions.

•  The exchange offer expires at 5:00 p.m., Eastern time, on                     , 2005, unless extended.

•  The exchange of old notes for new notes in the exchange offer generally will not be a taxable event for U.S. federal income tax purposes.

•  We will not receive any proceeds from the exchange offer.

The New Notes

•  We are offering the new notes in order to satisfy our obligations under the exchange and registration rights agreement entered into in connection with the private placement of the old notes.

•  The terms of the new notes to be issued in the exchange offer are substantially identical to the terms of the old notes, except that the new notes are registered under the Securities Act and have no transfer restrictions, rights to liquidated damages or registration rights, except in limited circumstances.

       See “Risk Factors” beginning on page 11 to read about factors you should consider in connection with the exchange offer.

       Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the new notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION		i
SUMMARY		1
RISK FACTORS		11
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		22
USE OF PROCEEDS		22
CAPITALIZATION		23
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA		24
THE EXCHANGE OFFER		26
DESCRIPTION OF THE NEW NOTES		35
DESCRIPTION OF OTHER INDEBTEDNESS		63
MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES		65
PLAN OF DISTRIBUTION		69
VALIDITY OF THE NEW NOTES		70
EXPERTS		70
EXCHANGE AGENT		71
Certificate of Formation of Televicentro of Puerto Rico, LLC
Certificate of Incorporation of WAPA America, Inc.
Bylaws of WAPA America, Inc.
Certificate of Formation of WWHO Broadcasting, LLC
Limited Liability Company Agreement of WWHO Broadcasting, LLC
Certificate of Formation of LIN of Alabama, LLC
Limited Liability Company Agreement of LIN of Alabama, LLC
Certificate of Formation of LIN of Colorado, LLC
Limited Liability Company Agreement of LIN of Colorado, LLC
Certificate of Formation of LIN of New Mexico, LLC
Limited Liability Company Agreement of LIN of New Mexico, LLC
Certificate of Formation of LIN of Wisconsin, LLC
Limited Liability Company Agreement of LIN of Wisconsin, LLC
Certificate of Incorporation of S&E Network, Inc.
Amended & Restated By-Laws of S&E Network, Inc.
Certificate of Formation of WLBB Broadcasting, LLC
Limited Liability Company Agreement of WLBB Broadcasting, LLC
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
Statement Re: Computation of Ratio of Earnings
Consent of PricewaterhouseCoopers LLP
Consent of PricewaterhouseCoopers LLP
Consent of KPMG LLP
Statement of Eligibility and Qualification on Form T-1
Form of Letter of Transmittal
Form of Notice of Guaranteed Delivery
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies & Other Nominees
Form of Letter to Clients
Form of Tax Guidelines

WHERE YOU CAN FIND MORE INFORMATION

      We are incorporating by reference in this prospectus some of the documents we file with the SEC. This means that we can disclose important business, financial and other information to you by referring you to those documents. The information in the documents that we incorporate by reference is considered to be part of this prospectus, even though it is not delivered with this prospectus. Information in specified documents that we file with the SEC after the date of this prospectus will automatically update and supersede information in this prospectus. We incorporate by reference the following documents listed below which we have previously filed with the SEC (Commission File Number 000-25206):

•  Annual Report on Form 10-K of LIN TV Corp. and LIN Television Corporation for the fiscal year ended December 31, 2004 filed with the SEC on March 16, 2005.

•  Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television Corporation for the quarter ended March 31, 2005 filed with the SEC on May 6, 2005;

•  Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television Corporation for the quarter ended June 30, 2005 filed with the SEC on August 9, 2005;

•  Current Report on Form 8-K of LIN TV Corp. dated January 13, 2005 filed with the SEC on January 13, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated January 14, 2005 filed with the SEC on January 14, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated January 18, 2005 filed with the SEC on January 18, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated January 18, 2005 filed with the SEC on January 19, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated January 28, 2005 filed with the SEC on January 31, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated January 28, 2005 filed with the SEC on February 2, 2005;

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•  Current Report on Form 8-K of LIN TV Corp. dated February 9, 2005 filed with the SEC on February 9, 2005; and

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated February 4, 2005 filed with the SEC on February 10, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated February 15, 2005 filed with the SEC on February 16, 2005;

•  Current Report on Form 8-K of LIN TV Corp. dated February 23, 2005 filed with the SEC on February 28, 2005;

•  Current Report on Form 8-K of LIN TV Corp. dated February 28, 2005 filed with the SEC on March 3, 2005;

•  Current Report on Form 8-K of LIN TV Corp. dated April 28, 2005 filed with the SEC on April 28, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated June 30, 2005 filed with the SEC on July 6, 2005;

•  Current Report on Form 8-K of LIN TV Corp. dated August 3, 2005 filed with the SEC on August 9, 2005;

•  Current Report on Form 8-K of LIN TV Corp. dated August 10, 2005 filed with the SEC on August 16, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated August 17, 2005 filed with the SEC on August 23, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated September 21, 2005 filed with the SEC on September 21, 2005;

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated September 26, 2005 filed with the SEC on September 26, 2005; and

•  Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation dated September 29, 2005 filed with the SEC on October 5, 2005.

      We also incorporate by reference into this prospectus any future filings we may make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of filing of the initial registration statement relating to this exchange offer and prior to the termination of any offering of securities offered by this prospectus.

      Information contained in this prospectus supplements, modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference supplements, modifies or supersedes, as applicable, the information contained in this prospectus or in earlier-dated documents incorporated by reference.

      We will provide a copy of the documents we incorporate by reference, at no cost, upon written request of any person who receives this prospectus. To request a copy of any or all of these documents, you should write or telephone us at Four Richmond Square, Suite 200, Providence, Rhode Island 02906, (401) 454-2880, Attention: Investor Relations Department. If you would like to request any documents, you must do so by no later than                     , 2005 in order to receive them before the expiration of the exchange offer.

      LIN TV Corp. and LIN Television Corporation file annual, quarterly and special reports and other information with the SEC. LIN TV also files proxy statements with the SEC. You may read and copy any reports, statements or other information on file with the SEC at the public reference facilities the SEC maintains at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of those documents upon payment of a duplicating fee to the SEC. Please call the SEC at 1-800-SEC-0330 for further

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information on the operation of the public reference facilities. You can also review SEC filings by accessing the SEC’s Internet site at http://www.sec.gov.

      LIN TV Corp. and LIN Television Corporation also make available free of charge through their Internet website at http://www.lintv.com their 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 they electronically file such material with, or furnish such material to the SEC.

      We have filed this prospectus with the SEC as part of a registration statement on Form S-4 under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement because some parts of the registration statement are omitted in accordance with the rules and regulations of the SEC. The registration statement and its exhibits are available for inspection and copying as set forth above.

      You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. The information contained or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus or the date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since then. To the extent the information contained or incorporated by reference in this prospectus becomes materially inaccurate subsequent to the date on the front cover of this prospectus or the date of the document incorporated by reference, as the case may be, and prior to the expiration of the exchange offer we will promptly supplement the information by filing with the SEC a document which is incorporated by reference into this prospectus. We are not making an offer to sell the new notes in any jurisdiction where the offer or sale is not permitted.

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SUMMARY

      This summary highlights material information about us and the exchange offer. This summary is not complete and may not contain all of the information that you should consider before participating in this exchange offer. You should read carefully the entire prospectus, including “Risk Factors,” and the documents that we have filed with the SEC and incorporated by reference into this prospectus.

      In this prospectus, unless the context requires otherwise, “LIN Television Corporation,” “LIN Television,” “LIN,” “the Company,” “we,” “us” and “our” refer to LIN Television Corporation and its consolidated subsidiaries and “LIN TV” refers to LIN TV Corp. and its consolidated subsidiaries, including LIN Television.

LIN Television Corporation

      We are an independent television station owner and operator with stations located in the United States and Puerto Rico. As of June 30, 2005, our stations covered approximately 9.3% of U.S. television households including Puerto Rico, ranking us one of the largest broadcast television companies. We own or operate 25 stations, including two stations pursuant to local marketing agreements 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 eight 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.

Recent Developments

      On August 19, 2005, we entered into an agreement with Emmis Television Broadcasting to acquire five network-affiliated television stations for $260.0 million in cash, subject to a post-closing adjustment (the “Emmis Stations”). The Emmis Stations serve the Mobile, Alabama, Green Bay, Wisconsin, Terre Haute, Indiana and Albuquerque, New Mexico markets. The transaction is subject to regulatory approval and customary closing conditions. The agreement provides for the possibility of different closing dates for each station group. The closing dates are expected to occur during the fourth quarter of 2005 through the second quarter of 2006 depending on when Federal Communications Commission consent is received, although there can be no assurance as to when any consent may be received, if at all. At each partial closing, we will pay the amount allocated to the applicable station.

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      We also intend to enter into a new credit facility to replace our existing credit facility. We expect that the new credit facility will consist of a six year, $250.0 million revolving credit facility and a six year, $250.0 million delayed draw term loan and will be used to refinance amounts outstanding under our existing credit facility, to fund the acquisition of the Emmis Stations and for general corporate purposes, including potential share repurchases. There can be no assurance regarding our ability to enter into a new credit facility on acceptable terms, if at all.

      Each of LIN TV and LIN Television is a Delaware corporation. The principal executive offices of each are located at Four Richmond Square, Suite 200, Providence, Rhode Island 02906 and the telephone number of each at that address is (401) 454-2880. Our website is located at http://www.lintv.com. The information on our website is not part of this prospectus. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this document. Our website address is included in this document as an inactive textual reference only.

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The Exchange Offer

Background	On September 29, 2005, we completed a private placement of our outstanding, unregistered old notes. In connection with that private placement, we entered into an exchange and registration rights agreement in which we agreed to deliver this prospectus to you and to make an exchange offer.
The Exchange Offer	We are offering to exchange up to $190.0 million aggregate principal amount of our new notes which have been registered under the Securities Act for up to $190.0 million aggregate principal amount of our old notes. You may tender old notes only in integral multiples of $1,000 principal amount. The old notes we are offering to exchange hereby were issued under an indenture dated September 29, 2005.
Resale of New Notes	Based on interpretive letters of the SEC staff to third parties, we believe that you may resell and transfer the new notes issued pursuant to the exchange offer in exchange for old notes without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
	• you are acquiring the new notes in the ordinary course of your business,
	• you have no arrangement or understanding with any person to participate in the distribution of the new notes, and
	• you are not our affiliate as defined under Rule 405 of the Securities Act.
	If you fail to satisfy any of these conditions, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.
	Broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.
	Each broker-dealer that receives new notes for its own account pursuant to the exchange offer in exchange for old notes that it acquired as a result of market-making or other trading activities must deliver a prospectus in connection with any resale of the new notes and provide us with a signed acknowledgement of this obligation.
Consequences If You Do Not Exchange Your Old Notes	Old notes that are not tendered in the exchange offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:
	• an exemption from the requirements of the Securities Act is available to you,
	• we register the resale of old notes under the Securities Act, or

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	• the transaction requires neither an exemption from nor registration under the requirements of the Securities Act.
	After the completion of the exchange offer, we will no longer have an obligation to register the old notes, except in limited circumstances.
Expiration Date	5:00 p.m., Eastern time, on                     2005 unless we extend the exchange offer.
Conditions to the Exchange Offer	The exchange offer is subject to limited, customary conditions, which we may waive. For example, we are not obligated to complete the exchange offer if:
	• the exchange offer, or the making of any exchange by a holder, violates, in our reasonable judgment, any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC,
	• any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer, or
	• we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the exchange offer as contemplated by this prospectus.
Procedures for Tendering Old Notes	If you wish to accept the exchange offer, you must deliver to the exchange agent:
	• either a completed and signed letter of transmittal or, for old notes tendered electronically, an agent’s message from The Depository Trust Company, which we refer to as DTC, stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer,
	• your old notes, either by tendering them in physical form or by timely confirmation of book-entry transfer through DTC, and
	• all other documents required by the letter of transmittal.
	These actions must be completed before the expiration of the exchange offer.
	If you hold old notes through DTC, you must comply with its standard procedures for electronic tenders, by which you will agree to be bound by the letter of transmittal.
	By signing, or by agreeing to be bound by, the letter of transmittal, you will be representing to us that:
	• you will be acquiring the new notes in the ordinary course of your business,
	• you have no arrangement or understanding with any person to participate in the distribution of the new notes, and
	• you are not our affiliate as defined under Rule 405 of the Securities Act.

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	See “The Exchange Offer — Procedures for Tendering.”
Guaranteed Delivery Procedures for Tendering Old Notes	If you cannot meet the expiration deadline or you cannot deliver your old notes, the letter of transmittal or any other documentation to comply with the applicable procedures under DTC standard operating procedures for electronic tenders in a timely fashion, you may tender your notes according to the guaranteed delivery procedures set forth under “The Exchange Offer  — Guaranteed Delivery Procedures.”
Special Procedures for Beneficial Holders	If you beneficially own old notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact that registered holder promptly and instruct that person to tender on your behalf. If you wish to tender in the exchange offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either arrange to have the old notes registered in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Withdrawal Rights	You may withdraw your tender of old notes at any time prior to 5:00 p.m., Eastern Time, on the expiration date for the exchange offer.
Appraisal Rights	You do not have any appraisal or dissenters’ rights in connection with the exchange offer.
Tax Consequences	The exchange of old notes for new notes pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See “Material United States Federal Tax Consequences.”
Regulatory Requirements	We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act, rules and regulations of the SEC and state securities laws.
Use of Proceeds	We will not receive any proceeds from the exchange or the issuance of new notes in connection with the exchange offer.
Exchange Agent	The Bank of New York Trust Company, N.A. is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are set forth below under “The Exchange Offer — Exchange Agent.”

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The New Notes

      The form and terms of the new notes are the same as the form and terms of the old notes, except that:

•  the new notes will be registered under the Securities Act and will therefore not bear legends restricting their transfer, and

•  specified rights under the exchange and registration rights agreement, including the provisions providing for registration rights and the payment of liquidated damages in specified circumstances, will be limited or eliminated.

      The new notes will evidence the same debt as the old notes and will rank equally with the old notes. The same indenture will govern both the old notes and the new notes. We refer to the old notes and the new notes together as the “notes.” Unless the context otherwise requires, when we refer to the old notes, we also refer to the guarantees associated with the old notes, and when we refer to the new notes, we also refer to the guarantees associated with the new notes.

      The following is a brief summary description of the new notes. For a more complete description of the terms of the new notes, see the “Description of the New Notes” section of this prospectus.

Issuer	LIN Television Corporation
New Notes Offered	$190,000,000 aggregate principal amount of 61/2% senior subordinated notes due 2013 — class B. The old notes we are offering to exchange hereby were issued under an indenture dated September 29, 2005.
Maturity	May 15, 2013.
Interest	61/2% per annum. Interest is payable semiannually in arrears in cash on May 15 and November 15 of each year, beginning November 15, 2005. Interest accrued through the expiration date of the exchange offer on old notes that are exchanged will be paid to holders of record of the new notes on the next regular payment date.
Sinking Fund	None.
Optional Redemption	Except as described below, we may not redeem the new notes prior to May 15, 2008. On or after that date, we may redeem the new notes, in whole or in part, at the redemption prices described in this prospectus, together with accrued and unpaid interest, if any, to the date of redemption. At any time and from time to time on or prior to May 15, 2006, we may redeem up to 35% of the aggregate principal amount of 61/2% senior subordinated notes due 2013 — class B with the net cash proceeds of one or more private or public offerings by us, at a redemption price equal to 106.5% of the principal amount to be redeemed, together with accrued and unpaid interest, if any, to the date of redemption, provided that at least 65% of the originally issued aggregate principal amount of 61/2% senior subordinated notes due 2013 — class B remains outstanding after that redemption.
Change of Control	Upon the occurrence of a change of control:
	• we will have the option, at any time prior to May 15, 2008, to redeem the new notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes plus the

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	applicable premium and accrued and unpaid interest, if any, to the date of redemption, and
	• if we do not redeem the new notes or if the change of control occurs on or after May 15, 2008, each holder of a new note may require us to repurchase the new note at a price equal to 101% of the principal amount of the new note, together with accrued and unpaid interest, if any, to the date of purchase.
Guarantees	The new notes will be guaranteed, jointly and severally on an unsecured senior subordinated basis, by our parent, LIN TV, and our direct and indirect, existing and future, domestic restricted subsidiaries (other than immaterial subsidiaries). The obligations of each guarantor under its guarantee are subordinated in right of payment to the prior payment in full of all senior indebtedness of that guarantor to substantially the same extent as the new notes are subordinated to all of our existing and future senior indebtedness. LIN TV and the subsidiary guarantors also guarantee all of our obligations under our credit facility, our outstanding 61/2% senior subordinated notes due 2013 and our outstanding 2.50% exchangeable senior subordinated debentures due 2033. In addition, our obligations under our credit facilities are secured by substantially all of our and the subsidiary guarantors’ assets.
Ranking	The new notes will be unsecured and will be subordinated in right of payment to all of our existing and future senior indebtedness, including our credit facilities, and will rank equally in right of payment with all of our senior subordinated indebtedness, including all outstanding 61/2% senior subordinated notes due 2013 and our 2.50% exchangeable senior subordinated debentures due 2033. As of June 30, 2005, the aggregate amount of our outstanding senior indebtedness was approximately $230.0 million and the aggregate amount of our outstanding senior subordinated indebtedness was $500.0 million. As of such date, our liabilities reflected on our consolidated balance sheet, including indebtedness and other liabilities such as trade payables and accrued expenses, were approximately $1.3 billion.
Restrictive Covenants	The indenture governing the new notes limits, 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;

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	• dividend and other payment restrictions affecting restricted subsidiaries; and
	• transactions with affiliates.
	These covenants are subject to important exceptions and qualifications, which are described under the heading “Description of the New Notes” in this prospectus.
U.S. Federal Income Tax Consequences	The new notes will be treated as having been issued with original issue discount. U.S. holders of the new notes should be aware that they generally must include original issue discount in their gross income in advance of receipt of cash attributable to that income. See “Material United States Federal Tax Consequences.”

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Summary Historical Financial Data

      The following table sets forth our summary consolidated financial data. The summary financial data as of June 30, 2005 and for the six-month periods ended June 30, 2005 and 2004 are from unaudited consolidated financial statements incorporated by reference into this prospectus. The summary financial data as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 is derived from our audited consolidated financial statements incorporated by reference into this prospectus. The summary balance sheet data as of December 31, 2002 are from audited consolidated financial statements not incorporated by reference in this prospectus. The summary financial data should be read together with “Selected Consolidated Financial and Operating Data,” which is included elsewhere in this prospectus, and our financial statements, the related notes to those financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which are incorporated by reference into this prospectus. Our historical financial information may not be indicative of our results of operations or financial position to be expected in the future.

      The selected consolidated financial data of LIN Television Corporation are identical to that of LIN TV Corp.

		Six Months Ended
		June 30,						Year Ended December 31,
		2005			2004			2004			2003			2002
		(Unaudited)
		(In thousands)
Consolidated Statement of Operations Data:
Net revenues		$	176,881		$	176,182		$	374,847		$	342,413		$	343,980
Operating costs and expenses:
	Direct operating(1)		53,071			50,020			102,080			99,618			94,871
	Selling, general and administrative		51,646			46,988			95,553			88,876			78,745
	Amortization of program rights		12,389			11,635			25,310			24,441			20,566
	Corporate		10,354			8,028			18,586			16,216			13,417
	Depreciation and amortization of intangible assets		16,912			15,817			32,311			31,890			28,266
	Impairment of broadcast licenses		—			—			—			51,665			—
Total operating costs and expenses			144,372			132,488			273,840			312,706			235,865
Operating income			32,509			43,694			101,007			29,707			108,115
Other (income) expense:
	Interest expense		22,120			23,696			46,188			60,505			95,775
	Share of income in equity investments		(1,709	)		(2,764	)		(7,428	)		(478	)		(6,328	)
	Gain on derivative instruments		(1,595	)		(4,620	)		(15,227	)		(2,620	)		(5,552	)
	Loss on early extinguishment of debt		12,330			4,447			4,447			53,621			5,656
	Gain on redemption of investment in SSG		—			—			—			—			(3,819	)
	Fee on termination of Hicks Muse agreement		—			—			—			—			16,000
	Other, net		(495	)		(195	)		1,070			35			(33	)
Total other expense, net			30,651			20,564			29,050			111,063			101,699
Income (loss) from continuing operations before provision for (benefit from) income taxes and cumulative effect of change in accounting principle			1,858			23,130			71,957			(81,356	)		6,416
	Provision for (benefit from) income taxes		2,083			9,200			(19,031	)		9,229			25,501
(Loss) income from continuing operations before cumulative effect of change in accounting principle			(225	)		13,930			90,988			(90,585	)		(19,085	)
Discontinued operations:
	(Income) loss from discontinued operations, net of tax(2)		—			(44	)		(44	)		17			(1,577	)
	Loss (gain) from sale of discontinued operations, net of tax(3)		—			1,284			1,284			(212	)		(982	)
Cumulative effect of change in accounting principle, net of tax(4)			—			(3,290	)		(3,290	)		—			30,689
Net (loss) income		$	(225	)	$	15,980		$	93,038		$	(90,390	)	$	(47,215	)

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			Six Months Ended
			June 30,						Year Ended December 31,
			2005			2004			2004			2003			2002
			(Unaudited)
			(In thousands)
Cash Flow Data:
	Net cash provided by (used in):
		Operating activities	$	14,405		$	34,552		$	87,792		$	52,538		$	75,030
		Investing activities		(86,826	)		7,448			(7,562	)		9,749			33,367
		Financing activities		68,584			(35,964	)		(74,908	)		(196,672	)		18,227
		Net (decrease) increase in cash and cash equivalents		(3,837	)		6,036			5,322			(134,385	)		126,624
Other Data:
	Distributions from equity investments		$	3,055		$	3,260		$	7,948		$	7,540		$	6,405
	Program payments			(13,817	)		(12,074	)		(25,050	)		(23,029	)		(22,475	)
	Cash paid for interest			(21,638	)		(20,428	)		(39,885	)		(52,722	)		(48,435	)
	Stock option compensation			1,753			229			360			147			894
	Ratio of earnings to fixed charges(5)			1.1	x		2.0	x		2.6	x		n/a			1.1	x
Consolidated Balance Sheet Data (at period end):
	Cash and cash equivalents		$	10,960					$	14,797		$	9,475		$	143,860
	Intangible assets, net			1,739,904						1,649,240			1,673,430			1,711,312
	Total assets			2,152,743						2,058,423			2,115,910			2,334,370
	Total debt			717,891						632,841			700,367			864,520
	Total stockholders’ equity			857,528						855,963			762,134			860,205

(1)	Excluding depreciation of $16.2 million and $15.3 million for the six months ended June 30, 2005 and 2004, respectively, and $31.3 million, $30.7 million and $27.6 million for the years ended December 31, 2004, 2003 and 2002, respectively.
(2)	Net of tax provision of $206,000 for the six months ended June 30, 2004 and $206,000, $824,000 and $22,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
(3)	Net of a tax benefit of $1.1 million and $1.1 million for the six months ended June 30, 2004 and the year ended December 31, 2004, respectively, and a tax provision of $109,000 and $425,000 for the years ended December 31, 2003 and 2002, respectively.
(4)	Net of a tax benefit of $16.5 million for the year ended December 31, 2002. There was no tax effect for the six months ended June 30, 2004 and the year ended December 31, 2004.
(5)	For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of the sum of income (loss) from continuing operations before provision for (benefit from) income taxes, share of income in equity investments and cumulative effect of change in accounting principle; distributed income from equity investments and fixed charges. “Fixed charges” consist of interest expense, including amortization of deferred financing costs and discounts, and a portion of rental expense related to operating leases. LIN TV Corp and LIN Television earnings were insufficient to cover fixed charges by $74.3 million for the year ended December 31, 2003.

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RISK FACTORS

      You should consider carefully the following risk factors, in addition to the other information presented or incorporated by reference into this prospectus, in evaluating us, our business and your participation in the exchange offer.

Risks Related to the Exchange Offer and the Notes

If you fail to exchange your old notes, they will continue to be restricted securities and may become less liquid.

      Because we anticipate that most holders of old notes will elect to exchange their old notes, we expect that the liquidity of the market for any old notes remaining after the completion of the exchange offer may be substantially limited. Any old note tendered and exchanged in the exchange offer will reduce the aggregate principal amount of the old notes outstanding. Following the exchange offer, if you did not tender your old notes you generally will not have any further registration rights and your old notes will continue to be subject to transfer restrictions. Accordingly, the liquidity of the market for any old notes could be adversely affected.

      Old notes which you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities. You may not offer or sell untendered old notes except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We will issue new notes in exchange for the old notes pursuant to the exchange offer only following the satisfaction of procedures and conditions described elsewhere in this prospectus. These procedures and conditions include timely receipt by the exchange agent of the old notes and of a properly completed and duly executed letter of transmittal.

If no public market develops for the notes, you may not be able to resell your notes.

      There has been no public market for any of the notes. Despite our registration of the issuance of the new notes that we are offering in the exchange offer:

•  a public market for the notes may not develop,

•  any public market that does develop may not offer sufficient liquidity for you to sell your notes,

•  you may not otherwise be able to sell your notes, and

•  the price at which you may be able to sell your notes, if any, may be substantially less than the price you paid for the notes, depending on many factors, including prevailing interest rates, the market for similar notes and our financial performance.

      The initial purchasers of the old notes are not obligated to make a market in the notes and may discontinue any market-making at any time at their sole discretion. We do not intend to apply for listing of the notes on any securities exchange.

Your right to receive payment on the notes is junior to the rights of the holders of all of our senior indebtedness and possibly to all of our future borrowings.

      The notes are unsecured senior subordinated obligations, and the indebtedness evidenced by each guarantee is unsecured senior subordinated indebtedness of the relevant guarantor. The payment of principal, premium, if any, and interest on the notes and the payment of any guarantee are subordinated in right of payment to all of our senior indebtedness, or all senior indebtedness of the relevant guarantor, as the case may be, including all of our indebtedness and obligations under our credit facilities and the guarantor’s guarantee of those obligations. As of June 30, 2005, our and the guarantors’ senior indebtedness was approximately $230.0 million in aggregate principal amount, and our and the guarantors’ senior subordinated indebtedness was $500.0 million in aggregate principal amount. The indenture governing the notes does not limit our ability to incur additional senior indebtedness and we expect from time to time to incur additional senior indebtedness. In addition, the indenture governing the notes permits senior indebtedness to be secured.

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      By reasons of the subordination provisions of the indenture governing the notes, in the event of our or a guarantor’s insolvency, liquidation, reorganization, dissolution or other winding-up, holders of our senior indebtedness or that of the guarantors, as the case may be, will have to be paid in full before we make payments in respect of the notes or a guarantor makes payments in respect of its guarantee. In addition, no payment will be able to be made in respect of the notes if (1) any senior indebtedness is not paid when due or (2) any other default on senior indebtedness occurs and the maturity of such senior indebtedness is accelerated in accordance with its terms. The new notes offered hereby will be pari passu in right of payment with the 6¹/2% senior subordinated notes due 2013 and the 2.50% exchangeable senior subordinated debentures due 2033. Accordingly, there may be insufficient assets remaining after these payments to pay amounts due on the notes and the debentures. Furthermore, if other defaults exist with respect to designated senior indebtedness, the holders of that designated senior indebtedness will be able to prevent payments on the notes for specified periods of time.

We may be unable to repurchase the notes following a change of control.

      Upon a change of control:

•  we will have the option, at any time prior to May 15, 2008, to redeem the notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes, plus the applicable premium and accrued and unpaid interest, if any, to the date of redemption; and

•  if we do not redeem the notes or if the change of control occurs on or after May 15, 2008, each holder of a note may require us to repurchase the note at a purchase price equal to 101% of the principal amount of the note together with accrued and unpaid interest, if any, to the date of repurchase. The holders of our 6¹/2% senior subordinated notes due 2013 and our 2.50% exchangeable senior subordinated debentures due 2033 have similar rights upon a change of control. We may not be able to raise sufficient funds to meet our repurchase obligations upon a change of control. In any event, we may not be permitted under the terms of the credit facilities or our other outstanding debt instruments to fulfill these obligations.

Our assets will not secure the notes.

      The notes and the guarantees are not secured by our assets or the assets of the guarantors. However, the indebtedness incurred under the credit facilities is secured by a security interest in all or substantially all of our assets, and all or substantially all of the assets of the guarantors. In addition, future indebtedness that we and the guarantors incur may be secured by our assets and those of the guarantors. If we or the guarantors become insolvent, or are liquidated, or if payment of any secured indebtedness is accelerated, the holders of the secured indebtedness will be entitled to exercise the remedies available to secured lenders under applicable laws including the ability to foreclose on and sell our and the guarantors’ collateral securing the indebtedness in order to satisfy the secured indebtedness. In such circumstances, we may not have sufficient assets to repay the notes.

If the guarantees are voided under applicable bankruptcy or fraudulent transfer law, they may not be enforceable.

      Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it occurred the indebtedness evidenced by its guarantee:

•  received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee,

•  was insolvent or rendered insolvent by reason of such incurrence,

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•  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital, or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee under any of these circumstances could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of us or the guarantor.

      The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets,

•  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or

•  it could not pay its debts as they become due.

      As a result of the above principles, the guarantees of the notes may not be enforceable.

You should consider the United States federal tax and bankruptcy law consequences of owning the notes.

      The new notes will be issued with original issue discount for U.S. federal income tax purposes. As a result, U.S. holders will be required to include such original issue discount in their gross income for U.S. federal income tax purposes as it accrues, regardless of their method of accounting. U.S. holders should be aware that the amount of interest (including original issue discount) that a U.S. holder is required to include in gross income for each year for U.S. federal income tax purposes will exceed the amount of cash interest that is received by the holder during each such year. Special rules will apply to a holder that is not a U.S. person for U.S. federal income tax purposes. All holders should read the section entitled ”Material United Stated Federal Tax Consequences” regarding the tax consequences of the ownership and disposition of the notes.

      Under bankruptcy law prior to the maturity date of the new notes, the claim of a holder of the new notes may be limited to an amount equal to the sum of the issue price (as determined under bankruptcy law) and that portion of the discount (as determined under bankruptcy law) that is not deemed to constitute “unmatured interest” for purposes of bankruptcy law. Any discount that has not amortized as of the date of any such bankruptcy filing could constitute “unmatured interest” for purposes of bankruptcy law. To the extent that bankruptcy law differs from the Internal Revenue Code of 1986 with respect to the determination of the amount of discount and the method of amortizing such discount, holders of the new notes may recognize taxable gain or loss upon payment of their claim in bankruptcy.

Risks Related to Our Business

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;

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•  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 24% and 25% of total revenues for the six months ended June 30, 2005 and 2004, respectively, and 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 history of net losses and a substantial accumulated deficit.

      We had a net loss of $0.2 million for the six months ended June 30, 2005 and 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 June 30, 2005, we had an accumulated deficit of $202.0 million.

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, including the new notes.

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’s class A common stock.

      Approximately $1.7 billion, or 81% of our total assets reflected on our balance sheet as of June 30, 2005 consists of unamortized intangible assets. The fair value of our intangible assets, including goodwill, are based on many factors that requires us to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. If the fair value of these intangibles decreased, we would be required to incur an impairment charge that could significantly adversely impact our reported results of operations and stockholders’ equity. For example, we recorded an impairment of our broadcast licenses at December 31, 2003 of $51.7 million.

      Our common stock currently trades at a price resulting in a market capitalization that is less than total stockholders’ equity reflected on our balance sheet as of June 30, 2005 and which may indicate a valuation for our intangible assets different from the amounts reflected in our consolidated financial statements.

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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, including the completion of the proposed acquisition of the Emmis Television Broadcasting stations, 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 Federal Communications Commission and, potentially, other regulatory authorities. The need for Federal Communications Commission 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 Federal Communications Commission ownership limitations. The Federal Communications Commission’s effort to strengthen enforcement of the law against broadcasting indecent programming has led to sometimes lengthy delays in acting on license renewal applications and on license transfer applications. A number of Emmis stations that we have entered into an agreement to purchase and for which license transfer applications have been filed subject to some processing delays relating to investigations regarding indecency-related complaints. As a result, the Federal Communications Commission may delay approval of applications for transfer of control for such stations and we may not be able to close on those acquisitions prior to May 31, 2006, the date by which either party can terminate the acquisition agreement without penalty.

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 Federal Communications Commission 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 Federal Communications Commission rules. The Federal Communications Commission 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 June 30, 2005, affiliates of Hicks Muse owned 23,502,059 shares of LIN TV class B common stock, which represents 46.4% of LIN TV’s capital stock. Pursuant to Federal Communications Commission 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 Federal Communications Commission rules and regulations, the stations that are attributable to Hicks Muse would be attributed to us. In addition, the Federal Communications Commission has stated that it reserves the authority, in an appropriate case, to declare as being attributable an unusual combination of otherwise nonattributable interests.

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Hicks, Muse, Tate & Furst 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, Tate & Furst 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 Federal Communications Commission. If this occurs, affiliates of Hicks Muse would own approximately 46.4% of the 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 shareholders 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 noncontrolling interests in television broadcast assets that may directly or indirectly compete with us 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 our business and therefore such acquisition opportunities may not be available to us.

      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 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 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 dial-up and broadband services, wireless broadband and cable services, 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.

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 LIN TV 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

16

stock. Moreover, provision of Delaware corporate law and LIN TV bylaws and certificate of incorporation, including the 70% voting power rights of LIN TV 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 LIN TV’s class A common stock.

The loss or significant amendment in the terms of our network affiliation agreements or changes in network affiliations could materially and adversely affect our results of operations if we are unable to make adequate adjustments to our business plan or quickly replace a lost 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 increasingly we make specified cash payments to networks for certain marquee programming such as the National Football League or the Olympics.

      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 trigger the change of control clause in our 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, ABC, CBS, FOX, UPN 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 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 television station has been broadcasting, whether it is a VHF or a UHF license, the quality and location of the broadcast signal, the audience acceptance of the television station’s local news programming and community involvement and the quality of the other non-network programming transmitted. In addition, the majority of the revenue generated 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.

      Moreover, because of the advent of digital transmissions, which provide a more flexible broadcast feed capable of providing multiple programs and the creation of new businesses, such as transmissions to portable devices, we are in active discussions with virtually all of our networks as to how amendments or extensions of

17

our affiliation agreements will address these new technical capabilities. Included in those negotiations are such issues as how to divide the digital feed between local and network content, as well as long-standing discussions over the size and nature of the cash payments and the extent of affiliate flexibility to preempt network programming. We may not reach agreements with all of our networks that provide us with adequate programming flexibility to meet the demands of our video competitors.

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 Federal Communications Commission 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 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.

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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, or 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 it 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, Tate & Furst’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 Universal 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 and GECC could accelerate the maturity of the entire amount due under the note. Other than the acceleration of the principal amount upon an event of default, prepayment of the principal of the note is prohibited prior to its stated maturity.

Our ability to obtain new financing and trade credit and the costs associated with a new financing and trade credit may be adversely affected by downgrades or other changes in our credit ratings.

      The credit ratings assigned to our indebtedness may affect both our ability to obtain new financing and trade credit and the costs of our financing and credit. Although ratings downgrades do not trigger any material obligations or provisions under our financing or other contractual relationships, it is possible that rating agencies may downgrade our credit ratings or change their outlook about us (as in the case of Moody’s Investor Service recently downgrading our rating to B2), which could have an adverse impact on us. For example, if our credit ratings were downgraded, it could increase our cost of capital, make our efforts to raise capital or trade credit more difficult and have an adverse impact on our reputation.

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

19

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.

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 Federal Communications Commission 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.

      Federal Communications Commission 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 Federal Communications Commission’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 Federal Communications Commission voted substantially to amend many of its ownership rules. The Federal Communications Commission 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

20

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 Federal Communications Commission for further revision.

      The United States Supreme Court declined to hear an appeal of the Third Circuit’s decision lodged by several parties and the case has now been remanded to the Federal Communications Commission for further proceedings. The Federal Communications Commission is expected to initiate one or more rulemakings to determine whether and how to revise further its ownership rules in light of the Third Circuit decision.

      We are unable to predict the timing or outcome of the Federal Communications Commission’s deliberations. Should the Federal Communications Commission again seek to relax the ownership restrictions in some fashion, 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 television duopoly rule be relaxed, 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. Should the rule continue to bar such combinations, we would have to seek a waiver of the new rule and there is no assurance that we will be successful in obtaining it. Should we be unsuccessful, 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, there is no assurance that the grandfathering of our local marketing agreements will be permitted beyond conclusion of the future rulemaking which could be initiated as early as 2005. During the six months ended June 30, 2005, we had net revenues of $9.8 million, or 6%, 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 Federal Communications Commission has adopted rules for implementing advanced or digital television. All of our stations are currently broadcasting on their digital channel. 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 Federal Communications Commission 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.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus and the documents that we incorporate by reference into this prospectus contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our company, the industries in which we operate and other matters, as well as management’s beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects, particularly under the following headings used in this prospectus and the documents we incorporate by reference into this prospectus: “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” For example, when we use words such as “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “should,” “would,” “could” or “may,” variations of such words or other words that convey uncertainty of future events or outcome, we are making forward-looking statements. Our forward-looking statements are subject to risks and uncertainties. You should note that many important factors, some of which are discussed elsewhere in this prospectus or in the documents that we incorporate by reference into this prospectus, could affect us in the future and could cause results to differ materially from those expressed in our forward-looking statements. For a discussion of some of these factors, please read carefully the information in the section of this prospectus entitled “Risk Factors.” Except as otherwise required by law, we do not undertake any obligation to update forward-looking statements made by us.

USE OF PROCEEDS

      We will not receive any proceeds from this exchange offer. In consideration for issuing the new notes, we will receive old notes from you in like principal amount. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any change in our indebtedness.

      In September 2005, we issued and sold the old notes for an aggregate purchase price of $175.3 million. We used the proceeds from this issuance to repay the $170.0 million term loan under our credit facilities, with the balance to repay a portion of the outstanding revolving indebtedness under our existing credit facilities.

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CAPITALIZATION

      The following table shows our consolidated cash and cash equivalents and capitalization as of June 30, 2005:

•  on actual basis; and

•  on an adjusted basis to give effect to the issuance of the old notes and our use of the net proceeds of the offering to repay amounts outstanding under our credit facilities as described in this prospectus under “Use of proceeds.”

      The exchange offer will have no effect on our outstanding indebtedness or result in additional proceeds to us. The old notes surrendered in exchange for the new notes in the exchange offer will be retired and cancelled and cannot be reissued. You should read the capitalization table below in conjunction with our financial statements and the related notes to those financial statements that are incorporated by reference into this prospectus.

		June 30, 2005
		Actual			Adjusted
		(Unaudited)
		(In thousands)
Cash and cash equivalents		$	10,960		$	10,960
Total debt:(1)
	Credit facility		230,000			58,400
	61/2% Senior Subordinated Notes due 2013 — Class B(2)		—			175,252
	61/2% Senior Subordinated Notes due 2013		375,000			375,000
	2.50% Exchangeable Senior Subordinated Debentures due 2033(3)		112,891			112,891
Total debt		$	717,891		$	721,543
Less current portion			8,500			8,500
Total long-term debt		$	709,391		$	713,043
Preferred stock of Banks Broadcasting, Inc.		$	14,400		$	14,400
Stockholders’ equity:
	Accumulated deficit(4)	$	(201,992	)	$	(203,290	)
	Other stockholders’ equity		1,059,520			1,059,520
Total stockholders’ equity		$	857,528		$	856,230
	Total capitalization	$	1,589,819		$	1,592,173

(1)	Does not include a guarantee by LIN TV of the promissory note due to General Electric Capital Corporation by our joint venture with NBC Universal in connection with the formulation of that joint venture. LIN TV would be liable on that guarantee only to the extent that General Electric Capital Corporation was not paid in full on the note, after liquidation of all assets of the joint venture.
(2)	Represents the principal amount of $190.0 million less unamortized discount of $14.7 million.
(3)	Represents the principal amount of $125.0 million less unamortized discount of $12.1 million as of June 30, 2005.
(4)	Adjusted amount as of June 30, 2005 reflects the write off of $2.2 million of deferred financing fees net of a tax benefit of $0.9 million.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

      Set forth below is our selected consolidated financial data for each of the six-month periods ended June 30, 2005 and 2004 and for each of the five years in the period ended December 31, 2004. The selected financial data as of June 30, 2005 and for the six-month periods ended June 30, 2005 and 2004 are from unaudited consolidated financial statements that are incorporated by reference in this prospectus. The selected financial data as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 are from audited consolidated financial statements that are incorporated by reference in this prospectus. The selected financial data as of December 31, 2002, 2001 and 2000 and for each of the two years in the period ended December 31, 2001 are from audited financial statements not incorporated by reference in this prospectus. The selected financial data should be read together with our financial statements, the related notes to those financial statements, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” which are incorporated by reference into this prospectus. Our historical financial information may not be indicative of our results of operations or financial position to be expected in the future.

      The selected consolidated financial data of LIN Television Corporation are identical to that of LIN TV Corp.

		Six Months Ended
		June 30,						Year Ended December 31,
		2005			2004			2004			2003			2002			2001			2000
		(Unaudited)
		(In thousands)
Consolidated Statement of Operations Data:
Net revenues		$	176,881		$	176,182		$	374,847		$	342,413		$	343,980		$	271,038		$	295,706
Operating costs and expenses:
	Direct operating(1)		53,071			50,020			102,080			99,618			94,871			81,373			78,693
	Selling, general and administrative		51,646			46,988			95,553			88,876			78,745			64,630			64,193
	Amortization of program rights		12,389			11,635			25,310			24,441			20,566			21,847			21,214
	Corporate		10,354			8,028			18,586			16,216			13,417			8,436			9,270
	Depreciation and amortization of intangible assets		16,912			15,817			32,311			31,890			28,266			65,925			63,734
	Impairment of broadcast licenses		—			—			—			51,665			—			—			—
Total operating costs and expenses			144,372			132,488			273,840			312,706			235,865			242,211			237,104
Operating income			32,509			43,694			101,007			29,707			108,115			28,827			58,602
Other (income) expense:
	Interest expense		22,120			23,696			46,188			60,505			95,775			97,646			92,868
	Share of (income) loss in equity investments		(1,709	)		(2,764	)		(7,428	)		(478	)		(6,328	)		4,121			(365	)
	(Gain) loss on derivative instruments		(1,595	)		(4,620	)		(15,227	)		(2,620	)		(5,552	)		5,552
	Loss on early extinguishment of debt		12,330			4,447			4,447			53,621			5,656			6,810			—
	Gain on redemption of investment in SSG		—			—			—			—			(3,819	)		—			—
	Fee on termination of Hicks Muse agreement		—			—			—			—			16,000			—			—
	Other, net		(495	)		(195	)		1,070			35			(33	)		(2,954	)		(1,288	)
Total other expense, net			30,651			20,564			29,050			111,063			101,699			111,175			91,215
Income (loss) from continuing operations before provision for (benefit from) income taxes and cumulative effect of change in accounting principle			1,858			23,130			71,957			(81,356	)		6,416			(82,348	)		(32,613	)
	Provision for (benefit from) income taxes		2,083			9,200			(19,031	)		9,229			25,501			(20,627	)		1,581
(Loss) income from continuing operations before cumulative effect of change in accounting principle			(225	)		13,930			90,988			(90,585	)		(19,085	)		(61,721	)		(34,194	)
Discontinued operations:
	(Income) loss from discontinued operations, net of tax(2)		—			(44	)		(44	)		17			(1,577	)		—			—
	Loss (gain) from sale of discontinued operations, net of tax(3)		—			1,284			1,284			(212	)		(982	)		—			—
Cumulative effect of change in accounting principle, net of tax(4)			—			(3,290	)		(3,290	)		—			30,689			—			—
Net (loss) income		$	(225	)	$	15,980		$	93,038		$	(90,390	)	$	(47,215	)	$	(61,721	)	$	(34,194	)

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			Six Months Ended
			June 30,						Year Ended December 31,
			2005			2004			2004			2003			2002			2001			2000
			(Unaudited)
			(In thousands)
Cash Flow Data:
	Net cash provided by (used in):
		Operating activities	$	14,405		$	34,552		$	87,792		$	52,538		$	75,030		$	42,192		$	58,106
		Investing activities		(86,826	)		7,448			(7,562	)		9,749			33,367			(56,376	)		(174,081	)
		Financing activities		68,584			(35,964	)		(74,908	)		(196,672	)		18,227			23,588			106,108
		Net (decrease) increase in cash and cash equivalents		(3,837	)		6,036			5,322			(134,385	)		126,624			9,404			(9,867	)
Other Data:
	Distributions from equity investments		$	3,055		$	3,260		$	7,948		$	7,540		$	6,405		$	6,583		$	815
	Program payments			(13,817	)		(12,074	)		(25,050	)		(23,029	)		(22,475	)		(22,386	)		(22,750	)
	Cash paid for interest			(21,638	)		(20,428	)		(39,885	)		(52,722	)		(48,435	)		(50,348	)		(63,082	)
	Stock option compensation			1,753			229			360			147			894			—			—
	Ratio of earnings to fixed charges(5)			1.1	x		2.0	x		2.6	x		n/a			1.1	x		n/a			n/a
Consolidated Balance Sheet Data (at period end):
	Cash and cash equivalents		$	10,960					$	14,797		$	9,475		$	143,860		$	17,236		$	7,832
	Intangible assets, net			1,739,904						1,649,240			1,673,430			1,711,312			1,592,463			1,600,882
	Total assets			2,152,743						2,058,423			2,115,910			2,334,370			2,036,286			2,045,363
	Total debt			717,891						632,841			700,367			864,520			1,056,223			988,257
	Total stockholders’ equity			857,528						855,963			762,134			860,205			404,654			466,190

(1)	Excluding depreciation of $16.2 million and $15.3 million for the six months ended June 30, 2005 and 2004, respectively, and $31.3 million, $30.7 million and $27.6 million, $22.8 million and $21.3 million for the years ended December 31, 2004, 2003, 2002, 2001 and 2000, respectively.
(2)	Net of tax provision of $206,000 for the six months ended June 30, 2004 and $206,000, $824,000 and $22,000 for the years ended December 31, 2004, 2003 and 2002, respectively.
(3)	Net of a tax benefit of $1.1 million and $1.1 million for the six months ended June 30, 2004 and the year ended December 31, 2004, respectively, and a tax provision of $109,000 and $425,000 for the years ended December 31, 2003 and 2002, respectively.
(4)	Net of a tax benefit of $16.5 million for the year ended December 31, 2002. There was no tax effect for the six months ended June 30, 2004 and the year ended December 31, 2004.
(5)	For purposes of calculating the ratio of earnings to fixed charges, “earnings” consist of the sum of income (loss) from continuing operations before provision for (benefit from) income taxes, share of income in equity investments and cumulative effect of change in accounting principle; distributed income from equity investments and fixed charges. “Fixed charges” consist of interest expense, including amortization of deferred financing costs and discounts, and a portion of rental expense related to operating leases. LIN TV Corp and LIN Television earnings were insufficient to cover fixed charges by $74.3 million, $71.6 million and $32.2 million for the years ended December 31, 2003, 2001 and 2000, respectively.

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THE EXCHANGE OFFER

Purpose and Effect of Exchange Offer; Registration Rights

      We sold the old notes on September 29, 2005 in an unregistered private placement to a group of investment banks that served as the initial purchasers. Following the sale, the initial purchasers then resold the old notes under an offering memorandum dated September 23, 2005 in reliance on Rule 144A and Regulation S under the Securities Act.

      As part of this private placement, we entered into an exchange and registration rights agreement with the initial purchasers on September 29, 2005. Under the exchange and registration rights agreement, we agreed to file the registration statement of which this prospectus forms a part relating to our offer to exchange the old notes for new notes in an offering registered under the Securities Act. We also agreed to:

•  use our reasonable best efforts to file with the SEC the exchange offer registration statement with respect to our offer to exchange the old notes for new notes by January 27, 2006,

•  use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act as promptly as practicable after filing with the SEC but in any event prior to April 27, 2006,

•  use our reasonable best efforts to keep the exchange offer registration statement effective for not less than 30 days after the date on which notice of the effective exchange offer registration statement is mailed to the holders of the old notes, and

•  use our reasonable best efforts to cause our offer to exchange the notes to be completed by June 11, 2006.

      Under the circumstances described below, we also agreed to use our reasonable best efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes. We agreed to use our reasonable best efforts to keep the shelf registration statement effective until the earlier of the date on which all the old notes have been sold pursuant thereto or September 29, 2007. These circumstances include:

•  if any changes in law or the applicable interpretations of the staff of the SEC do not permit us to effect our offer to exchange the old notes for new notes,

•  if our offer to exchange the old notes for new notes is not completed by June 11, 2006,

•  upon the request of any initial purchaser with respect to old notes held by the initial purchaser that are not eligible to be exchanged for new notes in the exchange offer,

•  if a holder of old notes is not permitted by applicable law to participate in the exchange offer, or

•  if a holder of old notes elects to participate in the exchange offer but does not receive fully tradable new notes pursuant to the exchange offer.

      If we fail to comply with specified obligations under the exchange and registration rights agreement, we must pay liquidated damages to the holders of the notes.

      By participating in the exchange offer, holders of the old notes will receive new notes that are freely tradable and not subject to restrictions on transfer, subject to the exceptions described below under “— Resale of New Notes.”

Resale of New Notes

      We believe that the new notes issued in exchange for the old notes may be offered for resale, resold and otherwise transferred by any new note holder without compliance with the registration and prospectus delivery provisions of the Securities Act if the conditions set forth below are met. We base this belief solely on interpretations of the federal securities laws by the SEC set forth in several no-action letters issued to third parties unrelated to us. A no-action letter is a letter from the SEC responding to a request for its views as to

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whether a particular matter complies with the federal securities laws or whether the SEC would refer the matter to the SEC’s enforcement division for action. We have not obtained, and do not intend to obtain, our own no-action letter from the SEC regarding the resale of the new notes. Instead, holders of notes will be relying on the no-action letters that the SEC has issued to third parties in circumstances that we believe are similar to ours. Based on these no-action letters, the following conditions must be met:

•  the holder must acquire the new notes in the ordinary course of its business,

•  the holder must have no arrangement or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act, and

•  the holder must not be an “affiliate,” as defined in Rule 405 of the Securities Act, of ours.

Each holder of old notes that wishes to exchange old notes for new notes in the exchange offer must represent to us that it satisfies all of the above listed conditions. Any holder who tenders in the exchange offer who does not satisfy all of the above listed conditions:

•  cannot rely on the position of the SEC set forth in the no-action letters referred to above, and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

      The SEC considers broker-dealers that acquired old notes directly from us, but not as a result of market-making activities or other trading activities, to be making a distribution of the new notes if they participate in the exchange offer. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the new notes.

      Each broker-dealer that receives new notes for its own account in exchange for old notes acquired by the broker-dealer as a result of market-making activities or other trading activities must deliver a prospectus in connection with a resale of the new notes and provide us with a signed acknowledgement of this obligation. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where the broker-dealer acquired the old notes as a result of market-making activities or other trading activities. The letter of transmittal states that by acknowledging and delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act. We have agreed that for a period of 90 days after the expiration date of the exchange offer, we will make this prospectus available to broker-dealers for use in connection with any such resale of the new notes.

      Except as described in the prior paragraph, holders may not use this prospectus for an offer to resell, for the resale of or for any other retransfer of new notes.

Terms of the Exchange

      Upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, which we refer to together in this prospectus as the “exchange offer,” we will accept any and all old notes validly tendered and not withdrawn prior to 5:00 p.m., Eastern time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date, unless extended as described in this prospectus. We will issue, on or promptly after the exchange date, an aggregate principal amount of up to $190.0 million of new notes for a like principal amount of outstanding old notes tendered and accepted in connection with the exchange offer. The new notes issued in connection with the exchange offer will be delivered promptly following the exchange date. Holders may tender some or all of their old notes in connection with the exchange offer, but only in integral multiples of $1,000. The exchange offer is not conditioned upon any minimum amount of old notes being tendered for exchange.

      The terms of the new notes are identical in all material respects to the terms of the old notes, except that:

•  we have registered the new notes under the Securities Act and therefore these notes will not bear legends restricting their transfer, and

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•  specified rights under the exchange and registration rights agreement, including the provisions providing for payment of liquidated damages in specified circumstances relating to the exchange offer, will be limited or eliminated.

      The new notes will evidence the same debt as the old notes. The new notes will be issued under the same indenture and entitled to the same benefits under that indenture as the old notes being exchanged. As of the date of this prospectus, $190.0 million in aggregate principal amount of the old notes were outstanding. Old notes accepted for exchange will be retired and cancelled and not reissued.

      In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under “Description of the New Notes — Book-Entry Delivery and Form,” we will issue the new notes in the form of global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC.

      Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act, the rules and regulations of the SEC and state securities laws.

      We shall be considered to have accepted validly tendered old notes if and when we have given oral or written notice to that effect to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

      If we do not accept any tendered old notes for exchange because of an invalid tender, the occurrence of the other events described in this prospectus or otherwise, we will return these old notes, without expense, to the tendering holder promptly after the expiration date of the exchange offer.

      Holders who tender old notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on the exchange of old notes in connection with the exchange offer. We will pay all charges and expenses, other than the applicable taxes described in the section “— Fees and Expenses” below, in connection with the exchange offer.

      If we successfully complete the exchange offer, any old notes which holders do not tender or which we do not accept in the exchange offer will remain outstanding and continue to accrue interest. The holders of old notes after the exchange offer in general will not have further rights under the exchange and registration rights agreement, including registration rights and any rights to liquidated damages. Holders of old notes wishing to transfer their old notes would have to rely on exemptions from the registration requirements of the Securities Act.

Expiration Date; Extensions; Amendments

      The expiration date for the exchange offer is 5:00 p.m., Eastern time, on                     , 2005. We may extend this expiration date in our sole discretion. If we so extend the expiration date, the term “expiration date” shall mean the latest date and time to which we extend the exchange offer.

      We reserve the right, in our sole discretion:

•  to delay accepting any old notes,

•  to extend the exchange offer,

•  to terminate the exchange offer if, in our sole judgment, any of the conditions described below are not satisfied, or

•  to amend the terms of the exchange offer in any manner.

      We will give oral or written notice of any delay, extension or termination to the exchange agent. In addition, we will give, as promptly as practicable, oral or written notice regarding any delay in acceptance, extension or termination of the offer to the registered holders of old notes. If we amend the exchange offer in a

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manner that we determine to constitute a material change, or if we waive a material condition, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of old notes of the amendment, and extend the offer if required by law.

      Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination, amendment or waiver regarding the exchange offer, we shall have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Interest on the New Notes

      Interest on the new notes will accrue at the rate of 6¹/2% per annum on the principal amount, payable semiannually in arrears on May 15 and November 15, commencing on November 15, 2005. In order to avoid duplicative payment of interest, all interest accrued on old notes that are accepted for exchange before November 15, 2005 will be superseded by the interest that is deemed to have accrued on the new notes from September 29, 2005 through the date of the exchange.

Conditions to the Exchange Offer

      Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange new notes for, any old notes and we may terminate the exchange offer as provided in this prospectus before the acceptance of the old notes, if:

•  the exchange offer, or the making of any exchange by a holder, violates, in our reasonable judgment, any applicable law, rule or regulation or any applicable interpretation of the staff of the SEC,

•  any action or proceeding shall have been instituted or threatened with respect to the exchange offer which, in our reasonable judgment, would impair our ability to proceed with the exchange offer, or

•  we have not obtained any governmental approval which we, in our reasonable judgment, consider necessary for the completion of the exchange offer as contemplated by this prospectus.

      The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any of these conditions. We may waive these conditions in our sole discretion in whole or in part at any time prior to the expiration of the exchange offer, except for waivers of government approvals which we may make after the expiration of the exchange offer. A failure on our part to exercise any of the above rights will not constitute a waiver of that right, and that right will be considered an ongoing right which we may assert at any time and from time to time.

      If we determine in our sole discretion that any of the events listed above has occurred, we may, subject to applicable law:

•  refuse to accept any old notes and return all tendered old notes to the tendering holders,

•  extend the exchange offer and retain all old notes tendered before the expiration of the exchange offer, subject, however, to the rights of holders to withdraw these old notes, or

•  waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

Any determination by us concerning the above events will be final and binding.

      In addition, we reserve the right in our sole discretion to:

•  purchase or make offers for any old notes that remain outstanding subsequent to the expiration date, and

•  to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers may differ from the terms of the exchange offer.

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Procedures for Tendering

      Except in limited circumstances, only a DTC participant listed on a DTC securities position listing with respect to the old notes may tender old notes in the exchange offer. To tender old notes in the exchange offer, holders of old notes that are DTC participants may follow the procedures for book-entry transfer as set forth below under “— Book-Entry Transfer” and in the letter of transmittal.

      In addition, you must comply with one of the following:

•  the exchange agent must receive, before expiration of the exchange offer, a timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC according to DTC’s standard operating procedures for electronic tenders and a properly transmitted agent’s message as described below, or

•  the exchange agent must receive any corresponding certificate or certificates representing old notes along with the letter of transmittal, or

•  the holder must comply with the guaranteed delivery procedures described below.

      The tender by a holder of old notes will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. If less than all the old notes held by a holder are tendered, the tendering holder should fill in the amount of old notes being tendered in the specified box on the letter of transmittal. The entire amount of old notes delivered or transferred to the exchange agent will be deemed to have been tendered unless otherwise indicated.

      The method of delivery of old notes, the letter of transmittal and all other required documents or transmission of an agent’s message, as described under “— Book-Entry Transfer,” to the exchange agent is at the election and risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure timely delivery to the exchange agent prior to the expiration of the exchange offer. No letter of transmittal or old notes should be sent to us or DTC. Delivery of documents to DTC in accordance with its procedures will not constitute delivery to the exchange agent.

      Any beneficial holder whose old notes are registered in the name of his or its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf. If the beneficial holder wishes to tender on its own behalf, the beneficial holder must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•  make appropriate arrangements to register ownership of the old notes in the holder’s name, or

•  obtain a properly completed bond power from the registered holder.

      The transfer of record ownership may take considerable time and may not be completed prior to the expiration date.

      Signatures on a letter of transmittal or a notice of withdrawal, as described in “— Withdrawal of Tenders” below, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution,” within the meaning of Rule 17Ad-15 under the Exchange Act, which we refer to in this prospectus as an “eligible institution,” unless the old notes are tendered:

•  by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” on the letter of transmittal, or

•  for the account of an eligible institution.

      If the letter of transmittal is signed by a person other than the registered holder of any old notes listed therein, the old notes must be endorsed or accompanied by appropriate bond powers which authorize the

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person to tender the old notes on behalf of the registered holder, in either case signed as the name of the registered holder or holders appears on the old notes. If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing and, unless waived by us, they should submit evidence satisfactory to us of their authority to so act with the letter of transmittal.

      We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered old notes. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, holders must cure any defects or irregularities in connection with tenders of old notes within a period we will determine. Although we intend to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, neither we, the exchange agent nor any other person will have any duty or incur any liability for failure to give this notification. We will not consider tenders of old notes to have been made until these defects or irregularities have been cured or waived. The exchange agent will return any old notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived to the tendering holders, unless otherwise provided in the letter of transmittal, promptly following the expiration date.

      In addition, we reserve the right, as set forth above under the caption “— Conditions to the Exchange Offer,” to terminate the exchange offer.

      By tendering, each holder represents to us, among other things, that:

•  the holder acquired new notes pursuant to the exchange offer in the ordinary course of its business,

•  the holder has no arrangement or understanding with any person to participate in the distribution of the new notes within the meaning of the Securities Act, and

•  the holder is not our “affiliate,” as defined in Rule 405 under the Securities Act.

      If the holder is a broker-dealer which will receive new notes for its own account in exchange for old notes acquired by the broker-dealer as a result of market-making activities or other trading activities, the holder must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.

Book-Entry Transfer

      We understand that the exchange agent will make a request promptly after the date of this prospectus to establish an account with respect to the old notes at DTC for the purpose of facilitating the exchange offer. Any financial institution that is a participant in DTC’s system, including Euroclear and Clearstream, may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent’s DTC account in accordance with DTC’s Automated Tender Offer Program procedures for the transfer. The exchange of new notes for tendered old notes will only be made after a timely confirmation of a book-entry transfer of the old notes into the exchange agent’s account and timely receipt by the exchange agent of an agent’s message.

      The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant tendering old notes that the participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations contained in the letter of transmittal and described under “— Resale of New Notes” above are true and correct.

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Guaranteed Delivery Procedures

      The following guaranteed delivery procedures are intended for holders who wish to tender their old notes but:

•  their old notes are not immediately available,

•  the holders cannot deliver their old notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, or

•  the holders cannot complete the procedure under DTC’s standard operating procedures for electronic tenders before expiration of the exchange offer.

      The conditions that must be met to tender old notes through the guaranteed delivery procedures are as follows:

•  the tender must be made through an eligible institution,

•  before expiration of the exchange offer, the exchange agent must receive from the eligible institution either a properly completed and duly executed notice of guaranteed delivery in the form accompanying this prospectus, by facsimile transmission, mail or hand delivery, or a properly transmitted agent’s message in lieu of notice of guaranteed delivery:

•  setting forth the name and address of the holder, the certificate number or numbers of the old notes tendered and the principal amount of old notes tendered,

•  stating that the tender offer is being made by guaranteed delivery, and

•  guaranteeing that, within three business days after expiration of the exchange offer, the letter of transmittal, or facsimile of the letter of transmittal, together with the old notes tendered or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent, and

•  the exchange agent must receive the properly completed and executed letter of transmittal, or a facsimile of the letter of transmittal, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and any other documents required by the letter of transmittal, within three business days after expiration of the exchange offer.

      Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

      Your tender of old notes pursuant to the exchange offer is irrevocable except as otherwise provided in this section. You may withdraw tenders of old notes at any time prior to 5:00 p.m., Eastern time, on the expiration date.

      For a withdrawal to be effective:

•  the exchange agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth below under “— Exchange Agent,” or

•  for DTC participants, holders must comply with DTC’s standard operating procedures for electronic tenders and the exchange agent must receive an electronic notice of withdrawal from DTC.

      Any notice of withdrawal must:

•  specify the name of the person who tendered the old notes to be withdrawn,

•  identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes to be withdrawn,

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•  be signed by the person who tendered the old notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, and

•  specify the name in which the old notes are to be re-registered, if different from that of the withdrawing holder.

      If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the applicable facility. We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, for withdrawal notices, and our determination will be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no new notes will be issued with respect to them unless the old notes so withdrawn are validly re-tendered. Any old notes which have been tendered but which are not accepted for exchange will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following the procedures described above under “— Procedures for Tendering” at any time prior to the expiration date.

Exchange Agent

      We have appointed The Bank of New York Trust Company, N.A. as exchange agent in connection with the exchange offer. Holders should direct questions, requests for assistance and for additional copies of this prospectus, the letter of transmittal or notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail or Overnight Courier:	By Hand Delivery:
The Bank of New York Trust Company, N.A. c/o The Bank of New York Corporate Trust Operations 101 Barclay Street — 7E New York, New York 10286 Attn: Evangeline Gonzales	The Bank of New York Trust Company, N.A. c/o The Bank of New York Corporate Trust Operations 101 Barclay Street — 7E New York, New York 10286 Attn: Evangeline Gonzales
By Facsimile:
(212) 298-1915 Attn: Evangeline Gonzales
Confirm by telephone:
(212) 815-3738

      Delivery of a letter of transmittal to any address or facsimile number other than the one set forth above will not constitute a valid delivery.

Fees and Expenses

      We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will pay the exchange agent for its related reasonable out-of-pocket expenses, including accounting and legal fees. In addition, we will reimburse the holders of old notes for the reasonable fees and disbursements of one firm of attorneys acting on behalf of all the holders of old notes in connection with the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the old notes and in handling or forwarding tenders for exchange.

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      Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes. If, however:

•  new notes are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered, or

•  tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or

•  a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer,

then the tendering holder must pay the amount of any transfer taxes due, whether imposed on the registered holder or any other persons. If the tendering holder does not submit satisfactory evidence of payment of these taxes or exemption from them with the letter of transmittal, the amount of these transfer taxes will be billed directly to the tendering holder.

Consequences of Failures to Properly Tender Old Notes in the Exchange Offer

      We will issue the new notes in exchange for old notes under the exchange offer only after timely receipt by the exchange agent of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders of the old notes desiring to tender old notes in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities of tenders of old notes for exchange. Old notes that are not tendered or that are tendered but not accepted by us will, following completion of the exchange offer, continue to be subject to the existing restrictions upon transfer under the Securities Act. Upon completion of the exchange offer, specified rights under the exchange and registration rights agreement, including registration rights and any right to additional interest, will be either limited or eliminated.

      Participation in the exchange offer is voluntary. In the event the exchange offer is completed, we will not be required to register the remaining old notes. Remaining old notes will continue to be subject to the following restrictions on transfer:

•  holders may resell old notes only if we register the old notes under the Securities Act, if an exemption from registration is available, or if the transaction requires neither registration under nor an exemption from the requirements of the Securities Act, and

•  the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.

      We do not currently anticipate that we will register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with the exchange offer, any trading market for remaining old notes could be adversely affected.

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DESCRIPTION OF THE NEW NOTES

General

      In this summary, the terms “LIN Television Corporation,” “LIN Television,” “LIN,” “the Company,” “we,” “us,” and “our” refer to LIN Television Corporation and do not refer to any of its subsidiaries. You can find the definitions of other terms used in this summary under the subheading “— Certain Definitions.”

      We issued the old notes, and will issue the new notes, under an indenture among us, the Guarantors and The Bank of New York Trust Company, N.A., as trustee. The terms of the notes include those stated in the indenture and those made part of that indenture by reference to the Trust Indenture Act of 1939, as amended. The new notes and old notes will be identical in all material respects, except that the new notes have been registered under the Securities Act and are free of any obligation regarding registration, including the payment of liquidated damages upon failure to file or have declared effective an exchange offer registration statement or to consummate an exchange offer by specified dates. Accordingly, unless specifically stated to the contrary, the following description applies equally to the old notes and the new notes.

      The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture, because it, and not this description, defines your rights as holders of the notes. The indenture was filed with the SEC on October 5, 2005 as Exhibit 4.1 to LIN TV’s and LIN Television’s Current Report on Form 8-K and is incorporated by reference into this prospectus. A copy of the indenture may be obtained by contacting us as described in the section of this prospectus entitled “Where You Can Find More Information.”

      Principal of, premium, if any, and interest on the new notes will be payable, and the new notes may be exchanged or transferred, at the office or agency of the Company in the Borough of Manhattan, The City of New York (which initially shall be the corporate trust office of the new notes trustee in New York, New York), except that, at the option of the Company, payment of interest may be made by check mailed to the address of the holders as such address appears in the note register.

      The new notes will be issued in fully registered form only, without coupons, in denominations of $1,000 and integral multiples thereof. Initially, the trustee will act as paying agent and registrar for the new notes. The new notes may be presented for registration of transfer and exchange at the offices of the registrar, which initially will be the trustee’s corporate trust office. The Company may change any paying agent and registrar without notice to holders of the new notes.

Principal, Maturity and Interest

      The notes are unsecured, senior subordinated obligations of the Company, having an aggregate principal amount of $190,000,000, and mature on May 15, 2013. The indenture permits the Company to issue an unlimited amount of additional notes subject to compliance with the terms of the covenant under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock.” Interest on the notes accrues at a rate of 6¹/2% per annum and is payable in cash semi-annually on each May 15 and November 15, commencing on November 15, 2005, to the holders of record of the notes at the close of business on May 1 and November 1, respectively, immediately preceding such interest payment date. Interest on the notes will accrue from the most recent interest payment date to which interest has been paid or, if no interest has been paid, from May 15, 2005. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

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Optional Redemption

      The notes may be redeemed at any time on or after May 15, 2008 in whole or in part, at the option of the Company, at the redemption prices (expressed as a percentage of the principal amount thereof on the applicable redemption date) set forth below, plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning on May 15 of each of the years set forth below:

Year	Percentage
2008		103.250%
2009		102.167%
2010		101.083%
2011 and thereafter		100.000%

      In addition, prior to May 15, 2006 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of 6¹/2% senior subordinated notes due 2013 — class B at a redemption price equal to 106.5% of the principal amount thereof plus accrued and unpaid interest to the redemption date; provided, however, that after any such redemption, at least 65% of the aggregate principal amount of 6¹/2% senior subordinated notes due 2013 — class B would remain outstanding immediately after giving effect to such redemption. Any such redemption will be required to occur on or prior to the date that is one year after the receipt by the Company of the proceeds of an Equity Offering. The Company shall effect such redemption on a pro rata basis; provided that no such notes of $1,000 or less shall be redeemed in part. Additionally, prior to May 15, 2008, the Company may, at its option, redeem the notes upon a Change of Control. See “— Change of Control.”

Selection and Notice

      If less than all of the notes are to be redeemed at any time, selection of notes for redemption will be made by the trustee in compliance with the requirements of the principal national securities exchange, if any, on which the notes are listed or, in the absence of such requirements or if the notes are not so listed, on a pro rata basis, provided that no such notes of $1,000 or less shall be redeemed in part. Notice of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Change of Control

      Change of Control Offer. Upon the occurrence of a Change of Control, each holder of notes will have the right to require that the Company purchase all or a portion of such holder’s notes in cash pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

      The provisions of the indenture provide that, prior to the mailing of the notice referred to below, but in any event within 30 days following the date on which the Company becomes aware that a Change of Control has occurred, if the purchase of the notes would violate or constitute a default under any other Indebtedness of the Company, then the Company shall, to the extent needed to permit such purchase of notes, either (i) repay all such Indebtedness and terminate all commitments outstanding thereunder or (ii) obtain the requisite consents, if any, under such Indebtedness to permit the purchase of the notes as provided below. The Company will first comply with the covenant in the preceding sentence before it will be required to make the Change of Control Offer or purchase the notes pursuant to the provisions described below.

      Within 30 days following the date on which the Company becomes aware that a Change of Control has occurred, the Company must send, by first-class mail postage prepaid, a notice to each holder of notes, which

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notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender such notes to the paying agent and registrar for the notes at the address specified in the notice prior to the close of business on the business day prior to the Change of Control Payment Date.

      The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, to the extent applicable in connection with the purchase of notes pursuant to a Change of Control Offer.

      Change of Control Redemption. In addition, the provisions of the indenture provide that, prior to May 15, 2008, upon the occurrence of a Change of Control, the Company will have the option to redeem the notes in whole but not in part (a “Change of Control Redemption”) at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date plus the Applicable Premium. In order to effect a Change of Control Redemption, the Company must send a notice to each holder of notes, which notice shall govern the terms of the Change of Control Redemption. Such notice must be mailed to holders of the notes within 30 days following the date the Change of Control occurred (the “Change of Control Redemption Date”) and state that the Company is effecting a Change of Control Redemption in lieu of a Change of Control Offer.

      These “Change of Control” covenants will not apply in the event of (a) changes in a majority of the board of directors of the Company or LIN TV so long as a majority of such board of directors continues to consist of Continuing Directors and (b) certain transactions with or by Permitted Holders (including Hicks, Muse, Tate & Furst, its officers and directors, and their respective Affiliates (Permitted Holders is defined in “— Certain Definitions — Change of Control”)). In addition, the Change of Control Offer requirement is not intended to afford holders of the notes protection in the event of certain highly leveraged transactions, reorganizations, restructurings, mergers and other similar transactions that might adversely affect the holders of the notes, but would not constitute a Change of Control. The Company could, in the future, enter into certain transactions including certain recapitalizations of the Company, that would not constitute a Change of Control with respect to the Change of Control purchase or redemption feature of the notes, but would increase the amount of Indebtedness outstanding at such time. However, the provisions of the indenture contain limitations on the ability of the Company to incur additional Indebtedness and to engage in certain mergers, consolidations and sales of assets, whether or not a Change of Control is involved, subject, in each case, to limitations and qualifications. See “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” and “— Certain Covenants — Merger, Consolidation and Sale of Assets” below.

      With respect to the sale of “all or substantially all” the assets of the Company, which would constitute a Change of Control for purposes of the indenture, the meaning of the phrase “all or substantially all” varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under relevant law and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company and, therefore, it may be unclear whether a Change of Control has occurred and whether the notes should be subject to a Change of Control Offer or Change of Control Redemption.

      The occurrence of certain of the events that would constitute a Change of Control would constitute a default under the Credit Facilities. Future Senior Indebtedness of the Company and its Subsidiaries may also contain prohibitions of certain events that would constitute a Change of Control or require such Senior Indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the holders of their right to require the Company to repurchase the notes could cause a default under such Senior Indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase or redemption on the Company. Finally, the Company’s ability to pay cash to the holders upon a repurchase may be limited by the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases or redemptions. Even if sufficient funds were otherwise

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available, the terms of the Credit Facilities may prohibit the Company’s prepayment of notes prior to their scheduled maturity. Consequently, if the Company is not able to prepay the Indebtedness under the Credit Facilities and any other Senior Indebtedness containing similar restrictions or obtain the requisite consents, as described above, the Company will be unable to fulfill its repurchase obligations if holders of notes exercise their repurchase rights following a Change of Control, thereby resulting in a default under the indenture.

      None of the provisions in the indenture relating to a purchase of the notes upon a Change of Control is waivable by the board of directors of the Company. Without the consent of each holder of notes affected thereby, after the mailing of the notice of a Change of Control Offer, no amendment to the indenture may, directly or indirectly, affect the Company’s obligation to purchase the outstanding notes or amend, modify or change the obligation of the Company to consummate a Change of Control Offer or waive any default in the performance thereof or modify any of the provisions of the definitions with respect to any such offer.

Ranking and Subordination

      The payment of the principal of, premium (if any), and interest on the notes, and any liquidated damages (“Additional Amounts”) under the exchange and registration rights agreement relating to the notes, is subordinated in right of payment, to the extent set forth in the indenture, to the payment when due of all existing and future Senior Indebtedness of the Company. However, payment from the money or the proceeds of U.S. Government Obligations held in any defeasance trust described under “Satisfaction and Discharge of Indenture; Defeasance” below is not subordinate to any Senior Indebtedness or subject to the restrictions described herein. As of June 30, 2005, the Company had $230.0 million of Senior Indebtedness outstanding (excluding unused commitments). Although the indenture contains limitations on the amount of additional Indebtedness that the Company and its subsidiaries may incur, under certain circumstances the amount of such additional Indebtedness could be substantial and, in any case, all or a portion of such Indebtedness may be Senior Indebtedness and may be secured. See “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” and “— Certain Covenants — Limitation on Liens.”

      Only Indebtedness of the Company that is Senior Indebtedness will rank senior to the notes in accordance with the provisions of the indenture. The notes will in all respects rank equally with all other Senior Subordinated Indebtedness of the Company. The Company has agreed in the indenture that it will not incur, directly or indirectly, any Indebtedness that is subordinate or junior in ranking in any respect to Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to Senior Subordinated Indebtedness. Unsecured Indebtedness is not deemed to be subordinate or junior to Secured Indebtedness merely because it is unsecured, nor is any Indebtedness deemed to be subordinate or junior to other Indebtedness merely because it matures after such other Indebtedness. Secured Indebtedness is not deemed to be Senior Indebtedness merely because it is secured.

      The Company may not pay principal of, premium (if any) or interest on or Additional Amounts with respect to, the notes or make any deposit pursuant to the provisions described under “— Satisfaction and Discharge of Indenture; Defeasance” below and may not otherwise redeem, purchase or retire any notes (collectively, “pay the notes”) if (i) any Senior Indebtedness has not been paid when due or (ii) any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless, in either case, the default has been cured or waived and/or any such acceleration has been rescinded or such Senior Indebtedness has been paid; provided, however, that the Company may pay the notes without regard to the foregoing if the Company and the trustee receive written notice approving such payment from the Representative of the Senior Indebtedness with respect to which either of the events set forth in clause (i) or (ii) of the immediately preceding sentence has occurred and is continuing. During the continuance of any default (other than a default described in clause (i) or (ii) of the preceding sentence) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Company may not pay the notes (except (i) in Qualified Capital Stock issued by the Company to pay interest on the notes or issued in exchange for the notes, (ii) in securities substantially identical to the notes issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior

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Indebtedness at least to the same extent as the notes and having a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the notes) for a period (a “Payment Blockage Period”) commencing upon the receipt by the trustee (with a copy to the Company) of written notice (a “Blockage Notice”) of such default from the Representative of the holders of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated (i) by written notice to the trustee and the Company from the Person or Persons who gave such Blockage Notice, (ii) because the default giving rise to such Blockage Notice has been cured or waived or is no longer continuing or (iii) because such Designated Senior Indebtedness has been repaid in full). Notwithstanding the provisions described in the immediately preceding sentence, but subject to the provisions of the first sentence of this paragraph and the provisions of the immediately succeeding paragraph, the Company may resume payments on the notes after the end of such Payment Blockage Period. Not more than one Blockage Notice may be given, and not more than one payment Blockage Period may occur, in any consecutive 360-day period, irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period. However, if any Blockage Notice within such 360-day period is given by or on behalf of any holders of Designated Senior Indebtedness (other than the agent under the Credit Facilities), the agent under the Credit Facilities may give another Blockage Notice within such period. In no event, however, may the total number of days during which any Payment Blockage Period or Payment Blockage Periods is in effect exceed 179 days in the aggregate during any 360-consecutive-day period. No nonpayment default that existed or was continuing on the date of delivery of any Blockage Notice to the trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days.

      Upon any payment or distribution of the assets of the Company upon a total or partial liquidation or dissolution or reorganization or bankruptcy of or similar proceeding relating to the Company or its property, the holders of Senior Indebtedness will be entitled to receive payment in full, in cash or Cash Equivalents, of the Senior Indebtedness before the holders of the notes are entitled to receive any payment or distribution, and until the Senior Indebtedness is paid in full, in cash or Cash Equivalents, any payment or distribution to which holders of the notes would be entitled but for the subordination provisions of the indenture will be made to holders of the Senior Indebtedness as their interests may appear. If a distribution is made to the trustee or to holders of the notes that, due to the subordination provisions, should not have been made to them, the trustee or such holders are required to hold it in trust for the holders of Senior Indebtedness and pay it over to them as their interests may appear.

      If payment of the notes is accelerated because of an Event of Default (as defined below in “— Events of Default”), the Company or the trustee shall promptly notify the Representative (if any) of any issue of Designated Senior Indebtedness which is then outstanding; provided, however, that the Company and the trustee shall be obligated to notify such a Representative (other than with respect to the Credit Facilities) only if such Representative has delivered or caused to be delivered an address for the service of such a notice to the Company and the trustee (and the Company and the trustee shall be obligated only to deliver the notice to the address so specified). If a notice is required pursuant to the immediately preceding sentence, the Company may not pay the notes (except payment (i) in Qualified Capital Stock issued by the Company to pay interest on the notes or issued in exchange for the notes, (ii) in securities substantially identical to the notes issued by the Company in payment of interest accrued thereon or (iii) in securities issued by the Company which are subordinated to the Senior Indebtedness at least to the same extent as the notes and have a Weighted Average Life to Maturity at least equal to the remaining Weighted Average Life to Maturity of the notes), until five Business Days after the respective Representative of the Designated Senior Indebtedness receives notice (at the address specified in the preceding sentence) of such acceleration and, thereafter, may pay the notes only if the subordination provisions of the indenture otherwise permit payment at that time.

      By reason of such subordination provisions contained in the indenture, in the event of liquidation or insolvency, creditors of the Company who are holders of Senior Indebtedness may recover more, ratably, than the holders of the notes, and creditors of the Company who are not holders of Senior Indebtedness (including holders of the notes) may recover less, ratably, than holders of Senior Indebtedness. In addition, the indenture does not prohibit the transfer or contribution of assets of the Company to its Restricted Subsidiaries. In the

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event of any such transfer or contribution, holders of the notes will be effectively subordinated to the claims of creditors of such Restricted Subsidiaries with respect to such assets.

Guarantees of the New Notes

      Each of the Guarantors will unconditionally guarantee on a joint and several basis (the “Guarantees”) all of the Company’s obligations under the notes, including its obligations to pay principal, premium, if any, and interest with respect to the notes. The Guarantees will be unsecured senior subordinated obligations of the Guarantors. The obligations of each Guarantor under its Guarantee will be subordinated and junior in right of payment to the prior payment in full of existing and future Senior Indebtedness of such Guarantor substantially to the same extent as the notes are subordinated to all existing and future Senior Indebtedness of the Company. The Guarantors have also guaranteed all obligations under the Credit Facilities, and each Subsidiary Guarantor has granted a security interest in all or substantially all of its assets to secure the obligations under the Credit Facilities. The obligations of each Guarantor are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections or payments from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the indenture, will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount, based on the net assets of each Guarantor determined in accordance with GAAP.

      The indenture provides that the Company shall cause each Restricted Subsidiary who is a Guarantor to (i) execute and deliver to the trustee a supplemental indenture in a form reasonably satisfactory to the trustee pursuant to which such Restricted Subsidiary shall become a party to the indenture and thereby unconditionally guarantee all of the Company’s obligations under the notes and indenture on the terms set forth therein and (ii) deliver to the trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Restricted Subsidiary shall (unless released in accordance with the terms of the indenture) be a Guarantor for all purposes of the indenture.

      Each Guarantee will be a continuing Guarantee and will (a) remain in full force and effect until payment of all of the obligations covered thereby, except as provided below, (b) be binding upon each Guarantor and (c) inure to the benefit of and be enforceable by the trustee, holders of the notes and their successors, transferees and assigns.

      The indenture provides that if the notes thereunder are defeased in accordance with the terms of the indenture, or if all or substantially all of the assets of any Subsidiary Guarantor or all of the equity interest in any Subsidiary Guarantor are sold (including through merger, consolidation, by issuance or otherwise) by the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash Proceeds from such Asset Sale are used in accordance with the covenant described under “— Certain Covenants — Limitation on Asset Sales” or (y) the Company delivers to the trustee an officer’s certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with the covenant described under “— Certain Covenants — Limitation on Asset Sales” and within the time limits specified by such covenant, then such Subsidiary Guarantor (in the event of a sale or other disposition of all of the equity interests of such Subsidiary Guarantor) or the Person acquiring the assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged of its Guarantee obligations in respect of indenture and the notes.

      Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary shall upon such designation be released and discharged of its Guarantee obligations in respect of the indenture and the notes and any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary shall upon such redesignation be required to become a Subsidiary Guarantor.

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Certain Covenants

      The indenture contains, among others, the following covenants:

      Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (other than Permitted Indebtedness) and the Company will not issue any Disqualified Capital Stock and its Restricted Subsidiaries will not issue any Preferred Stock (except Preferred Stock issued to the Company or a Restricted Subsidiary of the Company so long as it is so held); provided, however, that the Company and its Restricted Subsidiaries that are Guarantors may incur Indebtedness or issue shares of such Capital Stock if, in either case, the Company’s Leverage Ratio at the time of incurrence of such Indebtedness or the issuance of such Capital Stock, as the case may be, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom is less than 7.0 to 1.

      (b) The Company will not incur or suffer to exist, or permit any of its Restricted Subsidiaries to incur or suffer to exist, any Obligations with respect to an Unrestricted Subsidiary that would violate the provisions set forth in the definition of Unrestricted Subsidiary.

      Limitation on Layering. The Company will not incur any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to all Senior Subordinated Indebtedness (including the notes).

      Limitation on Restricted Payments. (a) The Company will not, and will not cause or permit any of its Restricted Subsidiaries, to, directly or indirectly, make any Restricted Payment if at the time of such Restricted Payment and immediately after giving effect thereto:

      (i) a Default or Event of Default shall have occurred and be continuing; or

      (ii) the Company is not able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” covenant; or

      (iii) the aggregate amount of Restricted Payments made subsequent to June 1, 2001 (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined by the board of directors of the Company in good faith) exceeds the sum of (a)(x) 100% of the aggregate Consolidated Cash Flow of the Company (or, in the event such Consolidated Cash Flow shall be a deficit, minus 100% of such deficit) accrued subsequent to June 1, 2001 to the most recent date for which financial information is available to the Company, taken as one accounting period, less (y) 1.4 times Consolidated Interest Expense for the same period, plus (b) 100% of the aggregate net proceeds, including the fair market value of property other than cash as determined by the board of directors of the Company in good faith, received subsequent to June 1, 2001 by the Company from any Person (other than a Restricted Subsidiary of the Company) from the issuance and sale subsequent to June 1, 2001 of Qualified Capital Stock of the Company (excluding (i) any net proceeds from issuances and sales financed directly or indirectly using funds borrowed from the Company or any Restricted Subsidiary of the Company, until and to the extent such borrowing is repaid, but including the proceeds from the issuance and sale of any securities convertible into or exchangeable for Qualified Capital Stock to the extent such securities are so converted or exchanged and including any additional proceeds received by the Company upon such conversion or exchange and (ii) any net proceeds received from issuances and sales that are used to consummate a transaction described in clause (2) of paragraph (b) below), plus (c) without duplication of any amount included in clause (iii)(b) above, 100% of the aggregate net proceeds, including the fair market value of property other than cash (valued as provided in clause (iii)(b) above), received by the Company as a capital contribution subsequent to June 1, 2001, plus (d) the amount equal to the net reduction in Investments (other than Permitted Investments) made by the Company or any of its Restricted Subsidiaries in any Person resulting from, and without

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duplication, (i) repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser and repayments of loans or advances or other transfers of assets by such Person to the Company or any Restricted Subsidiary of the Company or (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed, in the case of any Restricted Subsidiary, the amount of Investments previously made by the Company or any of its Restricted Subsidiaries in such Unrestricted Subsidiary, which amount was included in the calculation of Restricted Payments; provided, however, that no amount shall be included under this clause (d) to the extent it is already included in Consolidated Cash Flow, plus (e) the aggregate net cash proceeds received by a Person in consideration for the issuance of such Person’s Capital Stock (other than Disqualified Capital Stock) that are held by such Person at the time such Person is merged with and into the Company in accordance with the “Merger, Consolidation and Sale of Assets” covenant subsequent to June 1, 2001; provided, however, that concurrently with or promptly following such merger the Company uses an amount equal to such net cash proceeds to redeem or repurchase the Company’s Capital Stock, plus (f) $15,000,000.

      (b) Notwithstanding the foregoing, these provisions will not prohibit: (1) the payment of any dividend or the making of any distribution within 60 days after the date of its declaration if such dividend or distribution would have been permitted on the date of declaration; (2) the purchase, redemption or other acquisition or retirement of any Capital Stock of the Company or any warrants, options or other rights to acquire shares of any class of such Capital Stock either (x) solely in exchange for shares of Qualified Capital Stock or other rights to acquire Qualified Capital Stock or (y) through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of shares of Qualified Capital Stock or warrants, options or other rights to acquire Qualified Capital Stock or (z) in the case of Disqualified Capital Stock, solely in exchange for, or through the application of the net proceeds of a substantially concurrent sale for cash (other than to a Restricted Subsidiary of the Company) of, Disqualified Capital Stock; (3) payments made pursuant to any merger, consolidation or sale of assets effected in accordance with the “Merger, Consolidation and Sale of Assets” covenant; provided, however, that no such payment may be made pursuant to this clause (3) unless, after giving effect to such transaction (and the incurrence of any Indebtedness in connection therewith and the use of the proceeds thereof), the Company would be able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” covenant such that after incurring that $1.00 of additional Indebtedness, the Leverage Ratio would be less than 6.0 to 1; (4) payments to enable LIN TV Corp. to pay dividends on its Capital Stock (other than Disqualified Capital Stock) in an annual amount not to exceed $21,770,000; (5) payments by the Company to fund the payment by any company as to which the Company is, directly or indirectly, a Subsidiary (a “Holding Company”) of audit, accounting, legal or other similar expenses, to pay franchise or other similar taxes and to pay other corporate overhead expenses, so long as such dividends are paid as and when needed by its respective direct or indirect Holding Company and so long as the aggregate amount of payments pursuant to this clause (5) does not exceed $3,000,000 in any calendar year; (6) payments by the Company to repurchase, or to enable a Holding Company to repurchase, Capital Stock or other securities from employees of the Company or a Holding Company in an aggregate amount not to exceed $15,000,000 since June 1, 2001; (7) payments by the Company to redeem or repurchase, or to enable a Holding Company to redeem or repurchase, stock purchase or similar rights granted by the Company or a Holding Company with respect to its Capital Stock in an aggregate amount not to exceed $500,000 since June 1, 2001; (8) payments, not to exceed $500,000 in the aggregate since June 1, 2001, to enable the Company or a Holding Company to make cash payments to holders of its Capital Stock in lieu of the issuance of fractional shares of its Capital Stock; (9) payments by the Company to fund taxes of a Holding Company for a given taxable year in an amount equal to the Company’s “separate return liability,” as if the Company were the parent of a consolidated group (for purposes of this clause (9) “separate return liability” for a given taxable year shall mean the hypothetical United States tax liability of the Company defined as if the Company had filed its own U.S. federal tax return for such taxable year); and (10) payments by the Company to Hicks, Muse, Tate & Furst Partners in accordance with the terms of the Financial Advisory Agreement; provided, however, that in the case of clauses (3), (4), (6), (7) and (8) no Event of Default shall have occurred or be continuing at the time of

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such payment or as a result thereof. In determining the aggregate amount of Restricted Payments made subsequent to June 1, 2001, amounts expended pursuant to clauses (1), (4), (6), (7) and (8) shall be included in such calculation.

      As of June 30, 2005, the Company was permitted to make restricted payments of up to $606 million pursuant to its basket set forth above under clause (a)(iii).

      Limitation on Liens. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Lien securing Indebtedness on any asset now owned or hereafter acquired, or any income or profits therefrom or assign or convey any right to receive income or profit therefrom, unless contemporaneously therewith effective provision is made, in the case of the Company, to secure the notes and all other amounts due under the indenture, and in the case of a Restricted Subsidiary which is a Guarantor, to secure such Restricted Subsidiary’s Guarantee of the notes and all other amounts due under the indenture, equally and ratably with such Indebtedness (or, in the event that such Indebtedness is subordinated in right of payment to the notes or such Subsidiary’s Guarantee, prior to such Indebtedness) with a Lien on the same properties and assets securing such Indebtedness for so long as such Indebtedness is secured by such Lien, except for (i) Liens securing Senior Indebtedness and Guarantor Senior Indebtedness and (ii) Liens securing Indebtedness described in clause (xi) of the definition of Permitted Indebtedness; provided that such Liens cover only the property referred to in such definition.

      Merger, Consolidation and Sale of Assets. The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets determined on a consolidated basis for the Company to another Person or adopt a plan of liquidation unless (i) either (1) the Company is the Surviving Person or (2) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety or in the case of a plan of liquidation, the Person to which assets of the Company have been transferred, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States or any State thereof or the District of Columbia; (ii) such Surviving Person shall assume all of the obligations of the Company under the notes and the indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the trustee; (iii) immediately after giving effect to such transaction and the use of the proceeds therefrom (on a pro forma basis, including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with such transaction), (x) no Default or Event of Default shall have occurred and be continuing and (y) the Company (in the case of clause (1) of the foregoing clause (i)) or such Person (in the case of clause (2) of the foregoing clause (i)) shall be able to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” covenant; and (iv) the Company has delivered to the trustee prior to the consummation of the proposed transaction an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer complies with the indenture and that all conditions precedent in the indenture relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of related transactions) of all or substantially all of the properties and assets of one or more Restricted Subsidiaries, the Capital Stock or assets of which constitutes all or substantially all of the properties or assets of the Company, will be deemed to be the transfer of all or substantially all of the properties and assets of the Company. Notwithstanding and without compliance with the foregoing clauses (ii) and (iii), (1) any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (2) the Company may merge with an Affiliate thereof organized solely for the purpose of reorganizing the Company in another jurisdiction in the U.S. to realize tax or other benefits.

      In the event of any transaction (other than a lease) described in and complying with the conditions listed in the immediately preceding paragraph in which the Company, as the case may be, is not the Surviving Person and the Surviving Person is to assume all the obligations of the Company under the notes and the indenture pursuant to a supplemental indenture, such Surviving Person shall succeed to, and be substituted

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for, and may exercise every right and power of the Company, as the case may be, and the Company shall be discharged from its Obligations under the indenture and the notes.

      Limitation on Asset Sales. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by management of the Company or, if such Asset Sale involves consideration in excess of $10,000,000, by the board of directors of the Company, as evidenced by a board resolution), (ii) at least 75% of the consideration received by the Company or such Restricted Subsidiary, as the case may be, from such Asset Sale is in the form of cash or Cash Equivalents and is received at the time of such disposition and (iii) upon the consummation of an Asset Sale, the Company applies, or causes such Restricted Subsidiary to apply, such Net Cash Proceeds within 360 days of receipt thereof either (A) to repay any Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary of the Company (and, to the extent such Senior Indebtedness relates to principal under a revolving credit or similar facility, to obtain a corresponding reduction in the commitments thereunder, except that the Company may temporarily repay Senior Indebtedness using the Net Cash Proceeds from such Asset Sale and thereafter use such funds to reinvest pursuant to clause (B) below within the period set forth therein without having to obtain a corresponding reduction in the commitments thereunder), (B) to reinvest, or to be contractually committed to reinvest pursuant to a binding agreement, in Productive Assets and, in the latter case, to have so reinvested within 540 days of the date of receipt of such Net Cash Proceeds or (C) to purchase notes and other Senior Subordinated Indebtedness, pro rata tendered to the Company for purchase at a price equal to 100% of the principal amount thereof (or the accreted value of such other Senior Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is issued at a discount) plus accrued interest thereon, if any, to the date of purchase pursuant to an offer to purchase made by the Company as set forth below (a “Net Proceeds Offer”); provided, however, that the Company may defer making a Net Proceeds Offer until the aggregate Net Cash Proceeds from Asset Sales not otherwise applied in accordance with this covenant equal or exceed $15,000,000.

      Subject to the deferral right set forth in the final proviso of the preceding paragraph, each notice of a Net Proceeds Offer will be mailed, by first-class mail, to holders of notes not more than 360 days after the relevant Asset Sale or, in the event the Company or a Restricted Subsidiary has entered into a binding agreement as provided in (B) above, within 360 days following the termination of such agreement but in no event later than 540 days after the relevant Asset Sale. Such notice will specify, among other things, the purchase date (which will be no earlier than 30 days nor later than 45 days from the date such notice is mailed, except as otherwise required by law) and will otherwise comply with the procedures set forth in the indenture. Upon receiving notice of the Net Proceeds Offer, holders of notes may elect to tender their notes in whole or in part in integral multiples of $1,000. To the extent holders properly tender notes in an amount which, together with all other Senior Subordinated Indebtedness so tendered, exceeds the Net Proceeds Offer, notes and other Senior Subordinated Indebtedness of tendering holders will be repurchased on a pro rata basis in integral multiples of $1,000 (based upon the aggregate principal amount tendered, or, if applicable, the aggregate accreted value tendered). To the extent that the aggregate principal amount of notes tendered pursuant to any Net Proceeds Offer, which, together with the aggregate principal amount or aggregate accreted value, as the case may be, of all other Senior Subordinated Indebtedness so tendered, is less than the amount of Net Cash Proceeds subject to such Net Proceeds Offer, the Company may use any remaining portion of such Net Cash Proceeds not required to fund the repurchase of tendered notes and other Senior Subordinated Indebtedness for any purposes not otherwise prohibited by the indenture. Upon the consummation of any Net Proceeds Offer, the amount of Net Cash Proceeds subject to any future Net Proceeds Offer from the Asset Sales giving rise to such Net Cash Proceeds shall be deemed to be zero.

      The Company will comply with the requirements of Rule 14e-1 under the Exchange Act to the extent applicable in connection with the repurchase of notes pursuant to a Net Proceeds Offer.

      Limitation on Asset Swaps. The Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swap unless: (i) at the time of entering into such Asset Swap, and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing, (ii) in

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the event such Asset Swap involves an aggregate amount in excess of $10,000,000, the terms of such Asset Swap have been approved by a majority of the members of the board of directors of the Company and (iii) in the event such Asset Swap involves an aggregate amount in excess of $50,000,000, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view.

      Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause to permit to exist or become effective, by operation of the charter of such Restricted Subsidiary or by reason of any agreement, instrument, judgment, decree, rule, order, statute or governmental regulation, any encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock; (b) make loans or advances or pay any Indebtedness or other obligation owed to the Company or any of its Restricted Subsidiaries; or (c) transfer any of its property or assets to the Company, except for such encumbrances or restrictions existing under or by reason of: (1) applicable law; (2) the indenture; (3) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any Restricted Subsidiary; (4) any instrument governing Acquired Indebtedness or Acquired Preferred Stock, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (5) agreements existing on May 12, 2003 (including the Credit Facilities and the Senior Notes) as such agreements are from time to time in effect; provided, however, that any amendments or modifications of such agreements that affect the encumbrances or restrictions of the types subject to this covenant shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the board of directors of the Company, than the provisions as in effect before giving effect to the respective amendment or modification; (6) any restriction with respect to such a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition; (7) an agreement effecting a refinancing, replacement or substitution of Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (2), (4) or (5) above or any other agreement evidencing Indebtedness permitted under the indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement or substitution agreement or any such other agreement are no less favorable to the Company in any material respect as determined in good faith by the board of directors of the Company than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (2), (4) or (5); (8) restrictions on the transfer of the assets subject to any Lien imposed by the holder of such Lien; (9) a licensing agreement to the extent such restrictions or encumbrances limit the transfer of property subject to such licensing agreement; (10) restrictions relating to Subsidiary Preferred Stock that require that due and payable dividends thereon to be paid in full prior to dividends on such Subsidiary’s common stock or (11) any agreement or charter provision evidencing Indebtedness or Capital Stock permitted under the indenture; provided, however, that the provisions relating to such encumbrance or restriction contained in such agreement or charter provision are not less favorable to the Company in any material respect as determined in good faith by the board of directors of the Company than the provisions relating to such encumbrance or restriction contained in the indenture.

      Limitations on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease, contribution or exchange of any property or the rendering of any service) with or for the benefit of any of its Affiliates (other than transactions between the Company and a Restricted Subsidiary of the Company or among Restricted Subsidiaries of the Company) (an “Affiliate Transaction”), other than Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction on an arm’s-length basis from a person that is not an Affiliate; provided, however, that for a transaction or series of related transactions involving value of $5,000,000 or more, such determination will be made in good faith by a majority of members of the board of directors of the Company and by a majority of the disinterested members of the board of directors of the

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Company, if any; provided, further, that for a transaction or series of related transactions involving value of $15,000,000 or more, the board of directors of the Company has received an opinion from an independent investment banking firm of nationally recognized standing that such Affiliate Transaction is fair, from a financial point of view, to the Company or such Restricted Subsidiary. The foregoing restrictions will not apply to (1) reasonable and customary directors’ fees, indemnification and similar arrangements and payments thereunder; (2) any obligations of the Company under any employment agreement, noncompetition or confidentiality agreement with any officer of the Company who is an Affiliate, as in effect on September 29, 2005 (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant); (3) any Restricted Payment permitted to be made pursuant to the covenant described under “Limitation on Restricted Payments”; (4) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors of the Company; (5) loans or advances to employees in the ordinary course of business of the Company or any of its Restricted Subsidiaries consistent with past practices; and (6) payments by the Company to Hicks, Muse, Tate & Furst Partners in accordance with the terms of the Financial Advisory Agreement.

      Guarantees by Restricted Subsidiaries. The Company will not create or acquire, nor cause or permit any of its Restricted Subsidiaries, directly or indirectly, to create or acquire, any Subsidiary other than (A) an Unrestricted Subsidiary in accordance with the other terms of the indenture or (B) a Restricted Subsidiary that, either (i) simultaneously with such creation or acquisition, executes and delivers a supplemental indenture to the indenture pursuant to which it will become a Subsidiary Guarantor under the indenture in accordance with “— Guarantees of the Notes” above or (ii) does not satisfy the definition of a Subsidiary Guarantor.

      Reports. So long as any of the notes are outstanding, the Company will provide to the trustee and the holders of notes and file with the Securities and Exchange Commission (the “Commission”), to the extent such submissions are accepted for filing by the Commission, copies of the annual reports and of the information, documents and other reports that the Company would have been required to file with the Commission pursuant to Sections 13 or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), regardless of whether the Company is then obligated to file such reports.

Events of Default

      The following events are defined in the indenture as “Events of Default”: (i) the failure to pay interest on the notes when the same becomes due and payable and the Default continues for a period of 30 days (whether or not such payment is prohibited by the provisions described under “— Ranking and Subordination” above); (ii) the failure to pay principal of or premium, if any, on any notes when such principal or premium, if any, becomes due and payable, at maturity, upon redemption or otherwise (whether or not such payment is prohibited by the provisions described under “— Ranking and Subordination” above); (iii) a default in the observance or performance of any other covenant or agreement contained in the notes or the indenture, which default continues for a period of 30 days after the Company receives written notice thereof specifying the default from the trustee or holders of at least 25% in aggregate principal amount of outstanding notes; (iv) the failure to pay at the stated maturity (giving effect to any extensions thereof) the principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the aggregate principal amount of any other such Indebtedness in default for failure to pay principal at the final stated maturity (giving effect to any extensions thereof) or which has been accelerated, aggregates $10,000,000 or more at any time in each case after a 10-day period during which such default shall not have been cured or such acceleration rescinded; (v) one or more judgments in an aggregate amount in excess of $15,000,000 (which are not covered by insurance) being rendered against the Company or any of its Significant Restricted Subsidiaries and such judgment or judgments remain undischarged or unstayed for a period of 60 days after such judgment or judgments become final and nonappealable; and (vi) certain events of bankruptcy, insolvency or reorganization affecting the Company or any of its Significant Restricted Subsidiaries.

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      Upon the happening of any Event of Default specified in the indenture, the trustee may, and the trustee upon the written request of holders of 25% in principal amount of the outstanding notes shall, or the holders of at least 25% in principal amount of outstanding notes may, declare the principal of all the notes, together with all accrued and unpaid interest and premium, if any, to be due and payable by notice in writing to the Company and the trustee specifying the respective Event of Default and that it is a “notice of acceleration” (the “Acceleration Notice”), and the same (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Facilities, will become due and payable upon the first to occur of an acceleration under the Credit Facilities or five Business Days after receipt by the Company and the agent under the Credit Facilities of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). If an Event of Default with respect to bankruptcy proceedings relating to the Company or any Significant Restricted Subsidiaries occurs and is continuing, then such amount will ipso facto become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of the notes.

      At any time after a declaration of acceleration with respect to the notes as described in the preceding paragraph, the holders of a majority in principal amount of the notes then outstanding (by notice to the trustee) may rescind and cancel such declaration and its consequences if (i) the rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (ii) all existing Defaults and Events of Default have been cured or waived except nonpayment of principal of or interest on the notes that has become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the notes) on overdue installments of interest and overdue payments of principal, which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the trustee its reasonable compensation and reimbursed the trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of a Default or Event of Default of the type described in clause (vi) of the first paragraph of “— Events of Default” above, the trustee has received an Officers’ Certificate and Opinion of Counsel that such Default or Event of Default has been cured or waived. The holders of a majority in principal amount of the notes may waive any existing Default or Event of Default under the indenture, and its consequences, except a default in the payment of the principal of or interest on any notes.

      The Company is required to deliver to the trustee, within 120 days after the end of the Company’s fiscal year, a certificate indicating whether the signing officers know of any Default or Event of Default that occurred during the previous year and whether the Company has complied with its obligations under the indenture. In addition, the Company will be required to notify the trustee of the occurrence and continuation of any Default or Event of Default promptly after the Company becomes aware of the same.

      Subject to the provisions of the indenture relating to the duties of the trustee in case an Event of Default thereunder should occur and be continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of the notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Subject to such provision for security or indemnification and certain limitations contained in the indenture, the holders of a majority in principal amount of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

Satisfaction and Discharge of Indenture; Defeasance

      The Company may terminate its obligations under the indenture at any time by delivering all outstanding notes to the trustee for cancellation and paying all sums payable by it thereunder. The Company, at its option, (i) will be discharged from any and all obligations with respect to the notes (except for certain obligations of the Company to register the transfer or exchange of such notes, replace stolen, lost or mutilated notes, maintain paying agencies and hold moneys for payment in trust) or (ii) need not comply with certain of the restrictive covenants with respect to the indenture, if the Company deposits with the trustee, in trust, U.S. legal tender or U.S. Government Obligations or a combination thereof that, through the payment of interest and premium thereon and principal in respect thereof in accordance with their terms, will be sufficient

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to pay all the principal of and interest and premium on the notes on the dates such payments are due or through any date of redemption, if earlier than the dates such payments are due, in any case in accordance with the terms of such notes, as well as the trustee’s fees and expenses. To exercise either such option, the Company is required to deliver to the trustee (A) an Opinion of Counsel or a private letter ruling issued to the Company by the Internal Revenue Service (the “IRS”) to the effect that the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of the deposit and related defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised and, in the case of an Opinion of Counsel furnished in connection with a discharge pursuant to clause (i) above, accompanied by a private letter ruling issued to the Company by the IRS to such effect, (B) subject to certain qualifications, an Opinion of Counsel to the effect that funds so deposited will not be subject to avoidance under applicable bankruptcy law and (C) an Officers’ Certificate and an Opinion of Counsel to the effect that the Company has complied with all conditions precedent to the defeasance. Notwithstanding the foregoing, the Opinion of Counsel or IRS private letter ruling required by clause (A) above need not be delivered if all notes not theretofore delivered to the trustee for cancellation (i) have become due and payable, (ii) will become due and payable on the maturity date within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Company.

Modification of the Indenture

      From time to time, the Company and the trustee, together, without the consent of the holders of the notes, may amend or supplement the indenture for certain specified purposes, including curing ambiguities, defects or inconsistencies. Other modifications and amendments of the indenture may be made with the consent of the holders of a majority in principal amount of the then outstanding notes, except that, without the consent of each holder of the notes affected thereby, no amendment may, directly or indirectly: (i) reduce the amount of notes whose holders must consent to an amendment; (ii) reduce the rate of or change the time for payment of interest, including defaulted interest, on any notes; (iii) reduce the principal of or change the fixed maturity of any notes, or change the date on which any notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any notes payable in money other than that stated in the notes and the indenture; (v) make any change in provisions of the indenture protecting the right of each holder of a note to receive payment of principal of, premium on and interest on such note on or after the due date thereof or to bring suit to enforce such payment or permitting holders of a majority in principal amount of the notes to waive a Default or Event of Default; or (vi) after the Company’s obligation to purchase the notes arises under the indenture, amend, modify or change the obligation of the Company to make or consummate a Change of Control Offer or a Net Proceeds Offer or waive any default in the performance thereof or modify any of the provisions or definitions with respect to any such offers.

Concerning the Trustee

      The indenture contains certain limitations on the rights of the trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

      The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default known to the trustee shall occur (which shall not be cured), the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Governing Law

      The indenture provides that it and the notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

Certain Definitions

      Set forth below is a summary of certain of the defined terms used in the indenture. Reference is made to the indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

      “Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from such Person and not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary of the Company or such acquisition, merger or consolidation.

      “Acquired Preferred Stock” means the Preferred Stock of any Person at such time as such Person becomes a Restricted Subsidiary of the Company or at the time it merges or consolidates with the Company or any of its Restricted Subsidiaries and not issued by such Person in connection with, or in anticipation or contemplation of, such acquisition, merger or consolidation.

      “Affiliate” means, as to any Person, any other Person which, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. JPMorgan Chase Bank (“Chase”), Deutsche Bank Trust Company Americas (“Deutsche”) and their respective Affiliates shall not be deemed Affiliates of the Company by reason of the Credit Facilities or their direct or indirect investments in any fund managed by Hicks, Muse, Tate & Furst or any Person in which such fund is invested.

      “Applicable Premium” means, with respect to a note at any Change of Control Redemption Date, the greater of (i) 1.0% of the principal amount of such note and (ii) the excess of (A) the present value at such time of (1) the redemption price of such note at May 15, 2008 (such redemption price being described under “— Optional Redemption”) plus (2) all semi-annual payments of interest through, May 15, 2008 computed using a discount rate equal to the Treasury Rate plus 75 basis points over (B) the principal amount of such note.

      “Asset Acquisition” means (i) an Investment by the Company or any Restricted Subsidiary of the Company in any other Person pursuant to which such Person shall become a Restricted Subsidiary of the Company or shall be consolidated or merged with the Company or any Restricted Subsidiary of the Company or (ii) the acquisition by the Company or any Restricted Subsidiary of the Company of assets of any Person comprising a division or line of business of such Person.

      “Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other transfer for value by the Company or any of its Restricted Subsidiaries (excluding any sale and leaseback transaction or any pledge of assets or stock by the Company or any of its Restricted Subsidiaries) to any Person other than the Company or a Restricted Subsidiary of the Company of (i) any Capital Stock of any Restricted Subsidiary of the Company or (ii) any other property or assets of the Company or any Restricted Subsidiary of the Company other than in the ordinary course of business; provided, however, that for purposes of the “Limitation on Asset Sales” covenant, Asset Sales shall not include (a) a transaction or series of related transactions in which the Company or any of its Restricted Subsidiaries receive aggregate consideration of less than $1,000,000, (b) transactions permitted under the “Limitation on Asset Swaps” covenant, (c) transactions covered by the “Merger, Consolidation and Sale of Assets” covenant, (d) a Restricted Payment that otherwise qualifies under the “Limitation on Restricted Payments” covenant, (e) any disposition of obsolete or worn out

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equipment or equipment that is no longer useful in the conduct of the business of the Company and its Subsidiaries and that is disposed of, in each case, in the ordinary course of business and (f) any transaction that constitutes a Change of Control. Solely for purposes of the second to last paragraph of “— Guarantees of the New Notes” an Asset Sale is deemed to include a sale, conveyance or transfer by the Representative following a foreclosure on such assets.

      “Asset Swap” means the execution of a definitive agreement, subject only to Federal Communications Commission approval, if applicable, and other customary closing conditions that the Company in good faith believes will be satisfied, for a substantially concurrent purchase and sale, or exchange, of Productive Assets between the Company or any of its Restricted Subsidiaries and another Person or group of affiliated Persons; provided that any amendment to or waiver of any closing condition that individually or in the aggregate is material to the Asset Swap shall be deemed to be a new Asset Swap; it being understood that an Asset Swap may include a cash equalization payment made in connection therewith provided that such cash payment, if received by the Company or its Subsidiaries, shall be deemed to be proceeds received from an Asset Sale and shall be applied in accordance with “Certain Covenants — Limitation on Asset Sales.”

      “Business Day” means any day (other than a day which is a Saturday, Sunday or legal holiday in the State of New York) on which banks are open for business in New York, New York.

      “Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated) of capital stock of such Person and (ii) with respect to any Person that is not a corporation, any and all partnership or other equity interests of such Person.

      “Capitalized Lease Obligation” means, as to any Person, the obligation of such Person to pay rent or other amounts under a lease to which such Person is a party that is required to be classified and accounted for as a capital lease obligation under GAAP, and for purposes of this definition, the amount of such obligation at any date shall be the capitalized amount of such obligation at such date, determined in accordance with GAAP.

      “Cash Equivalents” means (i) marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc. or their successor agencies; (iii) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service, Inc. or their successor agencies; (iv) certificates of deposit or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any U.S. branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $200,000,000; (v) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iv) above; and (vi) investments in money market funds that invest substantially all their assets in securities of the types described in clauses (i) through (v) above.

      “Change of Control” means the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company to any Person or group of related Persons for purposes of Section 13(d) of the Exchange Act (a “Group”) (whether or not otherwise in compliance with the provisions of the indenture), other than to Hicks, Muse, Tate & Furst or any of its Affiliates, officers or directors (the “Permitted Holders”); or (ii) a majority of the board of directors of the Company or LIN TV shall consist of Persons who are not Continuing Directors; or (iii) the acquisition by any Person or Group (other than the Permitted Holders or any direct or indirect subsidiary of any Permitted Holder, including without limitation a Holding

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Company) of the power, directly or indirectly, to vote or direct the voting of securities having more than 50% of the ordinary voting power for the election of directors of the Company.

      “Commodity Agreement” means any commodity futures contract, commodity option or other similar agreement or arrangement.

      “Consolidated Cash Flow” means, with respect to any Person, for any period, the sum (without duplication) of (i) Consolidated Net Income, (ii) to the extent Consolidated Net Income has been reduced thereby, (a) all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary or nonrecurring gains or losses), (b) Consolidated Interest Expense and (c) Consolidated Non-Cash Charges, all as determined on a consolidated basis for such Person and its Restricted Subsidiaries in conformity with GAAP and (iii) the lesser of (x) dividends or distributions paid in cash to such Person or its Restricted Subsidiary by another Person whose results are reflected as a minority interest in the consolidated financial statements of such first Person and (y) such Person’s equity interest in the Consolidated Cash Flow of such other Person (but in no event less than zero), except, that in the case of the Joint Venture, (x) such amount shall not exceed 10% of the Consolidated Cash Flow of the Company for such period and (y) such first Person shall be deemed to have received by dividend its proportionate share of distributable cash retained by the Joint Venture to fund the interest reserve.

      “Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of (i) the interest expense of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (a) any amortization of debt discount, (b) the net cost under Interest Swap Agreements (including any amortization of discounts), but only to the extent not already included in interest expense and specifically identifiable in the applicable agreement, (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit, bankers’ acceptance financing or similar facilities, and (e) all accrued interest and (ii) the interest component of Capitalized Lease Obligations paid or accrued by such Person and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

      “Consolidated Net Income” of any Person means, for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom, without duplication, (a) gains and losses from Asset Sales (without regard to the $1,000,000 limitation set forth in the definition thereof) or abandonments or reserves relating thereto and the related tax effects, (b) items classified as extraordinary or nonrecurring gains and losses, and the related tax effects according to GAAP, (c) the net income of any Restricted Subsidiary to the extent that the declaration of dividends or similar distributions by that Restricted Subsidiary of that income is restricted by contract, operation of law or otherwise, and (e) the net income or loss of any Person, other than a Restricted Subsidiary; and provided further, however, that there shall be added to net income in an amount equal to the consolidated cash flow losses attributable to stations which the Company or any of its Restricted Subsidiaries operates pursuant to local marketing agreements provided that such addback shall not exceed $3,000,000 in any Four Quarter Period (as defined in “— Leverage Ratio”).

      “Consolidated Non-Cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash expenses of such person and its Restricted Subsidiaries (excluding any such charges constituting an extraordinary or nonrecurring item) reducing Consolidated Net Income of such Person and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

      “Continuing Director” means, as of the date of determination, any Person who (i) was a member of the board of directors of the Company or LIN TV on September 29, 2005, (ii) was nominated for election or elected to the board of directors of the Company or LIN TV, as the case may be, with the affirmative vote of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election or (iii) is a representative of a Permitted Holder (as defined in “— Change of Control”).

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      “Credit Facilities” means the Senior Credit Facilities, under that certain Amended and Restated Credit Agreement dated as of March 11, 2005, among the Company, Televicentro of Puerto Rico, LLC, JPMorgan Chase Bank N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, The Bank of Nova Scotia, Bank of America, N.A. and Wachovia Bank, National Association, as documentation agents, and SunTrust Bank, as co-documentation agent, and the other financial institutions from time to time party thereto, together with the related documents thereto (including, without limitation, any guarantee agreements and any security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement extending the maturity of, refinancing, replacing or otherwise restructuring (including by way of adding Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or any successor or replacement agreement and whether by the same or any other agent, lender or group of lenders (or other institutions).

      “Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

      “Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

      “Designated Senior Indebtedness” means (i) all obligations under the Credit Facilities and (ii) any other Senior Indebtedness of the Company which, at the date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $20,000,000 and is specifically designated by the Company in the instrument evidencing or governing such Senior Indebtedness as “Designated Senior Indebtedness” for purposes of the indenture.

      “Disposition” means, with respect to any Person, any merger, consolidation or other business combination involving such Person (whether or not such Person is the Surviving Person) or the sale, assignment, or transfer, lease, conveyance, plan of liquidation or other disposition of all or substantially all of such Person’s assets.

      “Disqualified Capital Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (except, in each case, upon the occurrence of a Change of Control), in whole or in part, on or prior to the final maturity date of the notes; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable or is so redeemable at the sole option of the holder thereof prior to May 15, 2013 shall be deemed Disqualified Capital Stock.

      “Exchangeable Debentures” means the 2.50% Exchangeable Senior Subordinated Debentures due 2033 of the Company.

      “Equity Offering” means a private sale or public offering of Capital Stock (other than Disqualified Capital Stock) of the Company or a Holding Company (to the extent, in the case of a Holding Company, that the net cash proceeds thereof are contributed to the common or non-redeemable preferred equity capital of the Company).

      “Financial Advisory Agreement” means the Financial Advisory Agreement by and among the Company, LIN Holdings Corp. and Hicks, Muse, Tate & Furst Partners, as in effect on May 12, 2003.

      “GAAP” means generally accepted accounting principles in the United States of America as in effect as of September 29, 2005 including those set forth in the statements and pronouncements of the Public Company Accounting Oversight Board, the American Institute of Certified Public Accountants, Financial Accounting Standards Board or the Securities and Exchange Commission or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the indenture shall be computed in conformity with GAAP.

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      “Guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

      “Guarantor” means (i) LIN TV Corp. and (ii) each Subsidiary Guarantor.

      “Guarantor Senior Indebtedness” means, as to any Guarantor, Senior Indebtedness of such Guarantor, it being understood that for the purpose of this definition, all references to the Company in the definition of Senior Indebtedness shall be deemed references to such Guarantor.

      “Holders” means the registered holders of the notes.

      “Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary with total assets, as of the last day of the most recently ended four full fiscal quarter period for which financial statements are available immediately preceding such date, of less than $50,000 and with total revenue of the most recently ended four full fiscal quarters for which financial statements are available immediately preceding such date of less than $50,000.

      “Indebtedness” means with respect to any Person, without duplication, any liability of such Person (i) for borrowed money, (ii) evidenced by bonds, debentures, notes or other similar instruments, (iii) constituting Capitalized Lease Obligations, (iv) incurred or assumed as the deferred purchase price of property, or pursuant to conditional sale obligations and title retention agreements (but excluding trade accounts payable arising in the ordinary course of business), (v) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction, (vi) for Indebtedness of others guaranteed by such Person, (vii) for Interest Swap Agreements, Commodity Agreements and Currency Agreements to the extent of the net amount payable by such Person thereunder and (viii) for Indebtedness of any other Person of the type referred to in clauses (i) through (vii) which is secured by any Lien on any property or asset of such first referred to Person, the amount of such Indebtedness being deemed to be the lesser of the value of such property or asset or the amount of the Indebtedness so secured. The amount of Indebtedness of any Person at any date shall be (i) the outstanding principal amount of all unconditional obligations described above, as such amount would be reflected on a balance sheet prepared in accordance with GAAP, and the maximum liability at such date of such Person for any contingent obligations described above, (ii) the accreted value thereof, in the case of any Indebtedness issued with original issue discount and (iii) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

      “Interest Swap Agreements” means any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, interest rate cap or other interest rate hedge or arrangement.

      “Investment” in any Person means any direct or indirect advance, loan or other extension of credit (in each case, including by way of Guarantee or similar arrangement, but excluding (i) any debt or extension of credit represented by a bank deposit other than a time deposit and (ii) advances to customers in the ordinary course of business) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. For purposes of the “Limitation on Restricted Payments” covenant, (A) “Investment” shall include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have an “Investment” (if positive) equal to (1) the Company’s “Investment” in such Unrestricted Subsidiary at the time of such redesignation less (2) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is so redesignated from an Unrestricted Subsidiary to a Restricted Subsidiary; and (B) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair

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market value at the time of such transfer, in each case as determined in good faith by the board of directors of the Company.

      “Joint Venture” means the television station joint venture formed pursuant to an agreement dated January 15, 1998, as amended, by and between NBC Universal, the Company and certain affiliates of the Company and NBC Universal a party thereto, pursuant to which both the Company and NBC Universal will contribute television stations to the Joint Venture in exchange for equity interests therein.

      “Leverage Ratio” means, as to any Person, the ratio of (i) the aggregate outstanding amount of Indebtedness of such Person and its Restricted Subsidiaries as of the date of calculation on a consolidated basis in accordance with GAAP plus the aggregate liquidation preference of all Disqualified Capital Stock of such Person and of all outstanding Preferred Stock of Restricted Subsidiaries of such Person (other than any such Disqualified Capital Stock or Preferred Stock held by such Person or any of its Restricted Subsidiaries) to (ii) the Consolidated Cash Flow of such Person for the four full fiscal quarters (the “Four Quarter Period”) ending on or prior to the date of determination.

      For purposes of this definition, the aggregate outstanding principal amount of Indebtedness of the Person and its Restricted Subsidiaries for which such calculation is made shall be determined on a pro forma basis as if the Indebtedness giving rise to the need to perform such calculation had been incurred and the proceeds therefrom had been applied, and all other transactions in respect of which such Indebtedness is being incurred has occurred, on the last day of the Four Quarter Period. In addition to the foregoing, for purposes of this definition, “Consolidated Cash Flow” shall be calculated on a pro forma basis after giving effect to (i) the Transaction, (ii) the incurrence of the Indebtedness of such Person and its Restricted Subsidiaries (and the application of the proceeds therefrom) giving rise to the need to make such calculation and any incurrence (and the application of the proceeds therefrom) or repayment of other Indebtedness, other than the incurrence or repayment of Indebtedness pursuant to working capital facilities, at any time subsequent to the beginning of the Four Quarter Period and on or prior to the date of determination, as if such incurrence (and the application of the proceeds thereof), or the repayment, as the case may be, occurred on the first day of the Four Quarter Period, (iii) any Asset Sales (including those excluded from the definition thereof by clauses (b), (c) or (d) of the definition thereof) or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such Person or one of its Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring, assuming or otherwise becoming liable for Indebtedness) or Asset Swaps at any time on or subsequent to the first day of the Four Quarter Period and on or prior to the date of determination, as if such Asset Sale, Asset Acquisition (including the incurrence, assumption or liability for any such Indebtedness and also including any Consolidated Cash Flow associated with such Asset Acquisition) or Asset Swap occurred on the first day of the Four Quarter Period and (iv) cost savings resulting from employee termination, facilities consolidations and closings, standardization of employee benefits and compensation practices, consolidation of property, casualty and other insurance coverage and policies, standardization of sales representation commissions and other contract rates, and reductions in taxes other than income taxes (collectively, “Cost Savings Measures”), which Cost Savings Measures the Company reasonably believes in good faith could have been achieved during the Four Quarter Period as a result of such Asset Acquisition or Asset Swap (regardless of whether such Cost Savings Measures could then be reflected in pro forma financial statements under GAAP, Regulation S-X promulgated by the Commission or any other regulation or policy of the Commission), less the amount of any additional expenses that the Company reasonably estimates would result from anticipated replacement of any items constituting Cost Savings Measures in connection with such Asset Acquisitions or Asset Swap; provided, however, that both (A) such Cost Savings Measures were identified and such Cost Savings Measures were quantified in an officer’s certificate delivered to the trustee at the time of the consummation of the Asset Acquisition or Asset Swap and (B) with respect to each Asset Acquisition or Asset Swap completed prior to the 90th day preceding such date of determination, actions were commenced or initiated by the Company within 90 days of such Asset Acquisition or Asset Swap to effect the Cost Savings Measures identified in such officer’s certificate (regardless, however, of whether the corresponding cost savings have been achieved). Furthermore, in calculating “Consolidated Interest Expense” for purposes of the calculation of “Consolidated Cash Flow,” (i) interest on Indebtedness determined on a

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fluctuating basis as of the date of determination (including Indebtedness actually incurred on the date of the transaction giving rise to the need to calculate the Leverage Ratio) and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness as in effect on the date of determination and (ii) notwithstanding (i) above, interest determined on a fluctuating basis, to the extent such interest is covered by Interest Swap Agreements, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements.

      “Lien” means, with respect to any asset, any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof and any agreement to give any security interest).

      “Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents (including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents) received by the Company or any of its Subsidiaries from such Asset Sale net of (i) reasonable out-of-pocket expenses and fees relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions, recording fees, relocation costs, title insurance premiums, appraisers fees and costs reasonably incurred in preparation of any asset or property for sale), (ii) taxes paid or reasonably estimated to be payable (calculated based on the combined state, federal and foreign statutory tax rates applicable to the Company or the Restricted Subsidiary engaged in such Asset Sale), (iii) all distributions and other payments required to be made to any Person owning a beneficial interest in the assets subject to sale or minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale, (iv) any reserves established in accordance with GAAP for adjustment in respect of the sales price of the asset or assets subject to such Asset Sale or for any liabilities associated with such Asset Sale and (v) repayment of Indebtedness secured by assets subject to such Asset Sale; provided, however, that if the instrument or agreement governing such Asset Sale requires the transferor to maintain a portion of the purchase price in escrow (whether as a reserve for adjustment of the purchase price or otherwise) or to indemnify the transferee for specified liabilities in a maximum specified amount, the portion of the cash or Cash Equivalents that is actually placed in escrow or segregated and set aside by the transferor for such indemnification obligation shall not be deemed to be Net Cash Proceeds until the escrow terminates or the transferor ceases to segregate and set aside such funds, in whole or in part, and then only to the extent of the proceeds released from escrow to the transferor or that are no longer segregated and set aside by the transferor.

      “Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing, or otherwise relating to, any Indebtedness.

      “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the trustee. The counsel may be an employee of or counsel to the Company or the trustee.

      “Permitted Indebtedness” means, without duplication, (i) Indebtedness outstanding on September 29, 2005; (ii) Indebtedness of the Company and any of its Restricted Subsidiaries that is a Guarantor (a) outstanding under the Credit Facilities (including letter of credit obligations); provided that the aggregate principal amount at any time outstanding does not exceed $570,000,000; or (b) incurred under the Credit Facilities pursuant to and in compliance with (x) clause (v) of this definition or (y) the proviso in the covenant described under the caption “— Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” above; (iii) Indebtedness evidenced by or arising under the notes and the indenture, in each case, incurred on September 29, 2005; (iv) Interest Swap Agreements, Commodity Agreements and Currency Agreements; provided, however, that such agreements are entered into for bona fide hedging purposes and not for speculative purposes; (v) additional Indebtedness of the Company or any of its Restricted Subsidiaries that is a Guarantor not to exceed $50,000,000 in principal amount outstanding at any time (which amount may, but need not, be incurred under the Credit Facilities); (vi) Refinancing Indebtedness; (vii) Indebtedness owed by the Company to any Restricted Subsidiary of the Company or by any Restricted Subsidiary of the Company to the Company or any Restricted Subsidiary of the Company; (viii) guarantees by the Company or Restricted Subsidiaries of any Indebtedness permitted to be incurred pursuant to the indenture; (ix) Indebtedness in respect of performance bonds, bankers’ acceptances and surety or appeal bonds provided

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by the Company or any of its Restricted Subsidiaries to their customers in the ordinary course of their business; (x) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in each case incurred in connection with the disposition of any business assets or Restricted Subsidiaries of the Company (other than guarantees of Indebtedness or other obligations incurred by any Person acquiring all or any portion of such business assets or Restricted Subsidiaries of the Company for the purpose of financing such acquisition) in a principal amount not to exceed the gross proceeds actually received by the Company or any of its Restricted Subsidiaries in connection with such disposition; provided, however, that the principal amount of any Indebtedness incurred pursuant to this clause (x), when taken together with all Indebtedness incurred pursuant to this clause (x) and then outstanding, shall not exceed $50,000,000; and (xi) Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property or assets used in a related business or incurred to refinance any such purchase price or cost of construction or improvement, in each case incurred no later than 365 days after the date of such acquisition or the date of completion of such construction or improvement; provided, however, that the principal amount of any Indebtedness incurred pursuant to this clause (xi) shall not exceed $25,000,000 at any time outstanding.

      “Permitted Investments” means (i) Investments by the Company or any Restricted Subsidiary of the Company to acquire the stock or assets of any Person (or Acquired Indebtedness or Acquired Preferred Stock acquired in connection with a transaction in which such Person becomes a Restricted Subsidiary of the Company) engaged in the broadcast business or businesses reasonably related, ancillary or complementary thereto; provided, however, that if any such Investment or series of related Investments involves an Investment by the Company in excess of $10,000,000, the Company is able, at the time of such Investment and immediately after giving effect thereto, to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” covenant, (ii) Investments received by the Company or its Restricted Subsidiaries as consideration for a sale of assets made in compliance with the other terms of the indenture, (iii) Investments by the Company or any Restricted Subsidiary of the Company in any Restricted Subsidiary of the Company (whether existing on September 29, 2005 or created thereafter) or any Person that after such Investments, and as a result thereof, becomes a Restricted Subsidiary of the Company and Investments in the Company or any Restricted Subsidiary by any Restricted Subsidiary of the Company, (iv) Investments in cash and Cash Equivalents, (v) Investments in securities of trade creditors, wholesalers or customers received pursuant to any plan of reorganization or similar arrangement, (vi) loans or advances to employees of the Company or any Restricted Subsidiary thereof for purposes of purchasing the Company’s or a Holding Company’s Capital Stock and other loans and advances to employees made in the ordinary course of business consistent with past practices of the Company or any Restricted Subsidiary and (vii) additional Investments in an aggregate amount not to exceed $5,000,000 at any time outstanding.

      “Person” means an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

      “Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

      “Productive Assets” means assets of a kind used or usable by the Company and its Restricted Subsidiaries in the broadcast business or businesses reasonably related, ancillary or complementary thereto, and specifically includes assets acquired through Asset Acquisitions (it being understood that “assets” may include Capital Stock of a Person that owns such Productive Assets, provided that after giving effect to such transaction, such Person would be a Restricted Subsidiary of the Company).

      “Public Equity Offering” means an underwritten public offering of Capital Stock (other than Disqualified Capital Stock) of the Company or a Holding Company (to the extent, in the case of a Holding Company, that the net cash proceeds thereof are contributed to the common or non-redeemable preferred equity capital of the

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Company), pursuant to an effective registration statement filed with the Commission in accordance with the Securities Act.

      “Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

      “Refinancing Indebtedness” means any refinancing by the Company of Indebtedness of the Company or any of its Restricted Subsidiaries incurred in accordance with the “Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” covenant (other than pursuant to clause (iii) or (iv) of the definition of Permitted Indebtedness) that does not (i) result in an increase in the aggregate principal amount of Indebtedness (such principal amount to include, for purposes of this definition, any premiums, penalties or accrued interest paid with the proceeds of the Refinancing Indebtedness) of such Person or (ii) create Indebtedness with (A) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being refinanced or (B) a final maturity earlier than the final maturity of the Indebtedness being refinanced.

      “Representative” means the indenture trustee or other trustee, agent or representative in respect of any Senior Indebtedness; provided, however, that if, and for so long as, any issue of Senior Indebtedness lacks such a representative, then the Representative for such issue of Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such issue of Senior Indebtedness.

      “Restricted Payment” means (i) the declaration or payment of any dividend or the making of any other distribution (other than dividends or distributions payable in Qualified Capital Stock or in options, rights or warrants to acquire Qualified Capital Stock) on shares of the Company’s Capital Stock, (ii) the purchase, redemption, retirement or other acquisition for value of any Capital Stock of the Company, or any warrants, rights or options to acquire shares of Capital Stock of the Company, other than through the exchange of such Capital Stock or any warrants, rights or options to acquire shares of any class of such Capital Stock for Qualified Capital Stock or warrants, rights or options to acquire Qualified Capital Stock or (iii) the making of any Investment (other than a Permitted Investment).

      “Restricted Subsidiary” means a Subsidiary of the Company other than an Unrestricted Subsidiary and includes all of the Subsidiaries of the Company existing as of September 29, 2005. The board of directors of the Company may designate any Unrestricted Subsidiary or any person that is to become a Subsidiary as a Restricted Subsidiary if immediately after giving effect to such action (and treating any Acquired Indebtedness as having been incurred at the time of such action), the Company could have incurred at least $1.00 of additional indebtedness (other than Permitted Indebtedness) pursuant to the “Limitation on Incurrence of Additional Indebtedness and Issuance of Capital Stock” covenant.

      “Secured Indebtedness” means any Indebtedness of the Company or a Restricted Subsidiary secured by a Lien.

      “Senior Indebtedness” means, whether outstanding on September 29, 2005 or thereafter issued, all Indebtedness of the Company, including interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceeding) and premium, if any, thereon, and other monetary amounts (including fees, expenses, reimbursement obligations under letters of credit and indemnities) owing in respect thereof unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that the obligations in respect of such Indebtedness ranks equally with the notes; provided, however, that Senior Indebtedness will not include (1) any obligation of the Company to any Restricted Subsidiary, (2) any liability for federal, state, foreign, local or other taxes owed or owing by the Company, (3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including Guarantees thereof or instruments evidencing such liabilities) (4) any Indebtedness, guarantee or obligation of the Company that is expressly subordinate or junior in right of payment to any other Indebtedness, guarantee or obligation of the Company, including any Senior Subordinated Indebtedness or (5) obligations in respect of any Capital Stock.

      “Senior Subordinated Indebtedness” means the notes and any other Indebtedness of the Company that specifically provides that such Indebtedness is to rank equally with the notes in right of payment and is not

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subordinated by its terms in right of payment to any Indebtedness or other obligation of the Company which is not Senior Indebtedness.

      “Significant Restricted Subsidiary” means, at any date of determination, any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article I, Rule 1-02 of Regulation S-X, promulgated under the Securities Act, as such rule is in effect on September 29, 2005.

      “Subsidiary,” with respect to any Person, means (i) any corporation of which the outstanding Capital Stock having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances shall at the time be owned, directly or indirectly through one or more intermediaries, by such Person or (ii) any other Person of which at least a majority of the voting interest under ordinary circumstances is at the time, directly or indirectly, through one or more intermediaries, owned by such Person. Notwithstanding anything in the indenture to the contrary, all references to the Company and its consolidated Subsidiaries or to financial information prepared on a consolidated basis in accordance with GAAP shall be deemed to include the Company and its Subsidiaries as to which financial statements are prepared on a combined basis in accordance with GAAP and to financial information prepared on such a combined basis. Notwithstanding anything in the indenture to the contrary, an Unrestricted Subsidiary shall not be deemed to be a Restricted Subsidiary for purposes of the indenture.

      “Subsidiary Guarantor” means each of the Company’s direct and indirect, existing and future, Restricted Subsidiaries, other than (i) a Subsidiary organized under the laws of a jurisdiction other than the United States or any State thereof, provided that all or substantially all of such Subsidiary’s assets and principal place of business are located outside the United States and (ii) an Immaterial Subsidiary; provided that, notwithstanding the foregoing, each of the Company’s Subsidiaries that guarantee the Credit Facilities shall constitute a Subsidiary Guarantor.

      “Surviving Person” means, with respect to any Person involved in or that makes any Disposition, the Person formed by or surviving such Disposition or the Person to which such Disposition is made.

      “Transaction” means consummation of the initial offering of the old notes and the use of proceeds thereof (collectively).

      “Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to the Change of Control Redemption Date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the Change of Control Redemption Date to May 15, 2008; provided, however, that if the period from the Change of Control Redemption Date to May 15, 2008 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given except that if the period from the Change of Control Redemption Date to May 15, 2008 is less than one year, the weekly average yield on actually traded United States Treasury securities with a maturity of one year, or, if there are no such Treasury securities outstanding, to United States Treasury securities with a remaining maturity closest to one year that are adjusted to a constant maturity of one year shall be used.

      “Unrestricted Subsidiary” means a Subsidiary of the Company so designated by a resolution adopted by the board of directors of the Company; provided, however, that (a) neither the Company nor any of its other Restricted Subsidiaries (1) provides any credit support for any Indebtedness or other Obligations of such Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) or (2) is directly or indirectly liable for any Indebtedness or other Obligations of such Subsidiary and (b) at the time of designation of such Subsidiary, such Subsidiary has no property or assets (other than de minimis assets resulting from the initial capitalization of such Subsidiary). The board of directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation (x) the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the “Limitation on Incurrence of Additional Indebtedness and Issuance of

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Disqualified Capital Stock” covenant and (y) no Default or Event of Default shall have occurred or be continuing. Any designation pursuant to this definition by the board of directors of the Company shall be evidenced to the trustee by the filing with the trustee of a certified copy of the resolution of the Company’s board of directors giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

      “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

      “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the then outstanding aggregate principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

Book-Entry Delivery and Form

      The new notes will be issued in the form of one or more notes in registered, global form without interest coupons (collectively, the “Global Notes”). The Company will deposit the Global Notes, upon issuance, with the trustee as custodian for The Depository Trust Company (“DTC”), as the Depositary, in New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

      Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to DTC or its nominee, or to a successor of DTC or its nominee. You may not exchange beneficial interests in the Global Notes for notes in certificated form except in the limited circumstances described below under “— Exchange of Book-Entry Notes for Certificated Notes.” Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

      Exchange of Book-Entry Notes for Certificated Notes. You may not exchange a beneficial interest in a Global Note for a note in certificated form unless:

      (1) DTC (a) notifies the Company that it is unwilling or unable to continue as Depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor Depositary within 90 days,

      (2) the Company, at its option, notifies the trustee in writing that it elects to cause the issuance of the notes in certificated form, or

      (3) there shall have occurred and be continuing an Event of Default with respect to the notes.

In all cases, certificated notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any certificated note issued in exchange for an interest in a Global Note will be effected through the DWAC system and an appropriate adjustment will be made in the records of the Security registrar to reflect a decrease in the principal amount of the relevant Global Note.

      Certain Book-Entry Procedures for Global Notes. The descriptions of the operations and procedures of DTC, Euroclear and Clearstream that follow are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

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      DTC has advised the Company that it is:

•  a limited purpose trust company organized under the laws of the State of New York,

•  a “banking organization” within the meaning of the New York Banking Law,

•  a member of the Federal Reserve System, and

•  a “clearing corporation” within the meaning of the Uniform Commercial Code and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act.

      DTC was created to hold securities for its participants (“participants”) and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly (“indirect participants”).

      Purchases of securities under DTC’s system must be made by or through a direct participant, which will receive a credit for such securities on DTC’s records. The ownership interest of each actual purchaser, and beneficial owner, of such securities is in turn recorded on the records of direct and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchases, but they should receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the participants through which they entered into the transactions. DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping account of the holdings of their customers. Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements that may be in effect.

      As long as DTC, or its nominee, is the registered Holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and Holder of the notes represented by such Global Note for all purposes under the indenture and the notes.

      Except in the limited circumstances described above under “— Exchange of Book-Entry Notes for Certificated Notes,” owners of beneficial interests in a Global Note will not be entitled to have any portions of such Global Note registered in their names, and will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or Holders of the Global Note (or any notes represented thereby) under the indenture or the notes.

      Investors who are not “United States persons,” as defined under the Securities Act, who purchased old notes in reliance on Regulation S hold their interests in old notes through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream are direct participants in the DTC system. We understand that Euroclear and Clearstream each maintains records of the beneficial interests of their account holders and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer among their respective account holders.

      The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons may be limited to that extent. Because DTC can act only on behalf of its participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

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      The Company will make payments of the principal, of, premium, if any, and interest on Global Notes to DTC or its nominee as the registered owner thereof. Neither the Company, the trustee nor any of their respective agents will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

      The Company expects that DTC or its nominee, upon receipt of any payment of principal of, premium, if any, or interest in respect of a Global Note representing any notes held by it or its nominee, will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note for such notes as shown on the records of DTC or its nominee. The Company also expects that payments by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of such participants. Neither the Company nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and the Company and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the notes for all purposes.

      Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes will trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

      Subject to compliance with the transfer and exchange restrictions applicable to the notes described elsewhere herein, cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected by DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such crossmarket transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interest in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures or same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

      Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a DTC participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the DTC settlement date. Cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following the DTC settlement date.

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      DTC has advised the Company that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose accounts with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its participants.

      Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfer of beneficial ownership interests in the Global Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Company, the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear, Clearstream or their participants or indirect participants of their respective obligations under the rules and procedures governing their operations, including maintaining, supervising or reviewing the records relating to or payments made on account of, beneficial ownership interests in Global Notes.

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DESCRIPTION OF OTHER INDEBTEDNESS

      As of June 30, 2005, we had outstanding credit facilities, 2.50% exchangeable senior subordinated debentures due 2033 and 6¹/2% senior subordinated notes due 2013. In addition, our joint venture with NBC Universal had outstanding a note to General Electric Capital Corporation. These instruments are described below.

      We have previously filed copies of the credit agreement governing our credit facilities and the indentures governing our 2.50% exchangeable debentures due 2033 and 6¹/2% senior subordinated notes due 2013 as exhibits to the reports filed by us with the SEC. We have incorporated these documents by reference into this prospectus, and they qualify this summary in its entirety. A copy of the documents may be obtained by contacting us as described in the section of this prospectus entitled “Where You Can Find More Information.”

Credit Facilities

      As of June 30, 2005, the credit facilities consisted of a $160.0 million revolving credit facility and a $170.0 million term loan. The credit facilities are general secured obligations and rank equally in right of payment with all our existing senior debt and senior in right of payment to all our existing and future subordinated indebtedness. LIN TV and each of our existing, or hereinafter created or acquired, subsidiaries guarantee the credit facilities on a senior basis. We and each subsidiary guarantor have also granted a security interest in all or substantially all of our assets to secure the obligations under the credit facilities.

      The revolving credit facility is available to us through March 11, 2010, the scheduled termination date, for our general corporate purposes including, without limitation, permitted acquisitions and redemptions not to exceed $50.0 million in the aggregate of our common stock and/or our subsidiaries’ publicly traded indebtedness and may from time to time request the lenders to increase the aggregate amount of the commitments under the revolving credit facility up to a total of $235.0 million.

      We obtained the $170.0 million term loan on March 11, 2005 as part of the credit facility. In September 2005, we used the proceeds from the offering of the old notes to repay the balance on the term loan.

      Borrowings under the credit facilities bear interest at a rate based, at our option, on an adjusted LIBOR rate, plus an applicable margin range of 2.00% to 2.25% for the term loan and 1.50% to 2.75% for the revolving credit facility depending on whether we have met certain ratios specified in the credit agreement. We are required to pay quarterly commitment fees ranging from 0.375% to 0.750%, based upon our leverage ratio for that particular quarter, on the unused portion of the credit facilities, in addition to annual agency and other administration fees.

      We also intend to enter into a new credit facility to replace our existing credit facility. We expect that the new credit facility will consist of a six year, $250.0 million revolving credit facility and a six year, $250.0 million delayed draw term loan and will be used to refinance amounts outstanding under our existing credit facility, to fund the acquisition of the Emmis Stations and for general corporate purposes, including potential share repurchases. There can be no assurance regarding our ability to enter into a new credit facility on acceptable terms, if at all.

Prepayments

      The credit facilities permit us to prepay loans and to permanently reduce revolving credit commitments, in whole or in part, at any time. In addition, we are required to make mandatory reductions of our revolving credit commitment, subject to certain exceptions and subject to a reduction to zero based upon our financial performance, in amounts equal to 50% of the net cash proceeds of certain issuances of debt or equity of certain of our subsidiaries; and 100% of the net cash proceeds of certain dispositions of assets.

      Any prepayment of adjusted LIBOR loans other than at the end of an interest period will be subject to reimbursement of breakage costs.

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Covenants

      The credit facilities contain covenants that, among other things, restrict the ability of us and our subsidiary guarantors 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 we conduct, make capital expenditures, engage in certain transactions with affiliates and otherwise restrict various corporate activities. In addition, under the credit facilities, we are required to comply with specified financial ratios, including minimum interest coverage ratios and maximum leverage ratios.

      The credit facilities also contain provisions that prohibit any modification of the indentures governing our senior subordinated notes and exchangeable debentures in any manner adverse to the lenders and that will limit our ability to refinance or otherwise prepay our senior subordinated notes without the consent of those lenders.

Events of Default

      The credit facilities contain customary events of default, including payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain other indebtedness, certain events of bankruptcy and insolvency, ERISA events, judgment defaults, actual or asserted invalidity of any security interest and change of control.

2.50% Exchangeable Debentures

      We have outstanding $125.0 million in aggregate principal amount of 2.50% exchangeable senior subordinated debentures due 2033. The debentures are exchangeable for class A common stock of LIN TV. Interest on these debentures accrues at a rate of 2.50% and is payable semi-annually on May 15 and November 15 of each year. We may be required to pay contingent interest to holders of the debentures during any six-month period from and including an interest payment date to but excluding the next interest payment date, starting with the six-month period beginning May 15, 2008. We will pay this contingent interest if the average trading price of the debentures for a five trading day measurement period immediately preceding the beginning of the applicable six-month period equals 120% or more of the principal amount of the debentures. When payable, the contingent interest will equal 0.25% per annum, calculated on the average trading price of $1,000 principal amount of debentures during the five trading day measuring period.

      We may redeem for cash all or a portion of the debentures at any time on or after May 20, 2008 at a price equal to 100% of the principal amount of the debentures to be redeemed plus accrued and unpaid interest. Holders of the debentures may require us to purchase all or a portion of their debentures on May 15, 2008, 2013, 2018, 2023 or 2018, at 100% of the principal amount thereof, plus accrued and unpaid interest.

      The debentures are general unsecured obligations subordinated in right of payment to all of our existing and future senior indebtedness including our credit facilities and our senior notes and rank equally in right of payment with all our senior subordinated indebtedness, including the old notes and new notes subject to this exchange offer. LIN TV and each of our direct and indirect, existing and future, domestic restricted subsidiaries guarantee on a senior subordinated basis all of our obligations under the debentures.

      The indenture governing these debentures contains a fundamental change provision which states, among other things, that upon a fundamental change the holders of the debentures may require us to purchase all or part of its debentures at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest.

6¹/2% Senior Subordinated Notes due 2013

      We have outstanding $375.0 million in aggregate principal amount of 6¹/2% senior subordinated notes due 2013. The 6¹/2% senior subordinated notes will mature on May 15, 2013. The 6¹/2% senior subordinated notes due 2013 were issued under an indenture dated May 12, 2003.

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      Except as described below, we may not redeem the 6¹/2% senior subordinated notes due 2013 prior to May 15, 2008. On or after such date, we may redeem the 6¹/2% senior subordinated notes due 2013, in whole or in part, at specified redemption prices, together with accrued and unpaid interest, if any, to the date of redemption. In addition, at any time and from time to time on or prior to May 15, 2006, we may, subject to certain requirements, redeem up to 35% of the aggregate principal amount of the 6¹/2% senior subordinated notes due 2013 with the net cash proceeds from one or more private or public equity offerings at a price equal to 106.5% of the principal amount to be redeemed, together with accrued and unpaid interest, if any, to the date of redemption, provided that at least 65% of the originally issued aggregate principal amount of the 6¹/2% senior subordinated notes due 2013 remains outstanding after each such redemption. The 6¹/2% senior subordinated notes due 2013 are not subject to any sinking fund requirement. Upon a change of control, (i) we will have the option, at any time prior to May 15, 2008, to redeem the 6¹/2% senior subordinated notes due 2013, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest plus the applicable premium (as defined) and (ii) if the 6¹/2% senior subordinated notes due 2013 are not redeemed or such change of control occurs on or after May 15, 2008, we will be required to make an offer to repurchase the 6¹/2% senior subordinated notes due 2013 at a price equal to 101% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date of repurchase.

      The 6¹/2% senior subordinated notes due 2013 are unsecured and are subordinated in right of payment to all existing and future senior indebtedness of LIN Television. The 6¹/2% senior subordinated notes due 2013 are guaranteed on an unsecured senior subordinated basis by our parent, LIN TV Corp., and our direct and indirect, existing and future, domestic restricted subsidiaries (as defined).

General Electric Capital Corporation

      General Electric Capital Corporation, or GECC, provided debt financing in connection with the formation of our joint venture with NBC Universal 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. 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 an obligation of ours, but is recourse to the joint venture, the Company’s equity interests in the joint venture 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, we 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 our credit facilities and senior notes; and

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

      The joint venture is approximately 80% owned by NBC Universal, and NBC Universal 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 Universal’s control.

MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES

      The following discussion of the material U.S. federal income tax consequences and, in the case of a non-U.S. holder (as defined below), the U.S. federal estate tax consequences, of purchasing, owning and disposing of the notes is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, the applicable Treasury Regulations promulgated and proposed thereunder, judicial

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authority and current administrative rulings and practice, all of which are subject to change, possibly with retroactive effect. Except as specifically provided below, the following discussion is limited to the U.S. federal income tax consequences relevant to a holder of a note who or which is a U.S. holder for U.S. federal income tax purposes. For this purpose, a “U.S. holder” is a (i) a citizen or resident of the United States, (ii) a corporation (or other entity, other than a partnership, estate or trust) created or organized under the laws of the United States, or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust. This discussion does not purport to deal with all aspects of U.S. federal taxation that might be relevant to particular holders in light of their personal investment circumstances or status, nor does it discuss the U.S. federal tax consequences to certain types of holders subject to special treatment under the U.S. federal tax laws (for example, financial institutions, insurance companies, dealers in securities, tax-exempt organizations, certain expatriates or taxpayers holding the notes through a partnership or similar pass-thru entity or as part of a “straddle,” “hedge” or “conversion transaction”). Moreover, the effect of any applicable state, local or foreign tax laws is not discussed.

      Except as otherwise indicated below, this discussion assumes that the notes are held as capital assets (as defined in Section 1221 of the Code) by the holders thereof. We will treat the notes as indebtedness for U.S. federal tax purposes, and the balance of the discussion is based on the assumption that such treatment will be respected.

      Prospective holders are urged to consult their own tax advisors regarding the federal, state, local and other tax considerations of the acquisition, ownership and disposition of the notes.

U.S. Holders

      Original Issue Discount. The notes will be treated as issued with original issue discount, or OID, for U.S. federal income tax purposes in an amount equal to the excess of the “stated redemption price at maturity” of the notes over their “issue price.” The “stated redemption price at maturity” of a debt instrument is the sum of all payments to be made under the debt instrument other than payments of “qualified stated interest.” “Qualified stated interest” means stated interest that is unconditionally payable in cash or in property (other than debt instruments issued by us) at least annually at a single fixed rate throughout the term of the debt instrument. All of the stated interest with respect to the notes will be qualified stated interest, and thus the stated redemption price at maturity will equal the stated principal amount on the note. The issue price of the notes will be the first price at which a substantial amount of the notes is sold for cash (excluding sales to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers).

      U.S. holders generally must include OID in gross income in advance of the receipt of cash attributable to that income (but will not be taxed again when such cash is received). The amount of OID includible in income for a taxable year by a U.S. holder will generally equal the sum of the “daily portions” of the total OID on the note for each day during the taxable year on which such holder held the note. Generally, the daily portion of the OID is determined by allocating to each day in any accrual period a ratable portion of the OID allocable to such accrual period. The amount of OID allocable to an accrual period will generally be the product of the “adjusted issue price” of a note at the beginning of such accrual period and its “yield to maturity” properly adjusted for the length of the period, less the amount of any qualified stated interest allocable to such period. The “adjusted issue price” of a note at the beginning of an accrual period will equal the issue price plus the amount of OID previously includible in the gross income of any U.S. holder, less any payments made on such note on or before the first day of the accrual period (other than payments of qualified stated interest). The “yield to maturity” of a note will be computed on the basis of a constant interest rate and compounded at the end of each accrual period. An accrual period may be of any length and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs either on the final day or the first day of an accrual period.

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      Stated Interest on the Notes. The stated interest on the notes will be included in income by a U.S. holder in accordance with such U.S. holder’s usual method of tax accounting.

      Liquidated Damages and Premium. We may be required to pay liquidated damages on the notes if we do not file or cause to be declared effective a registration statement, as described above under “The Exchange Offer — Purpose and Effect of Exchange Offer; Registration Rights.” We intend to take the position for U.S. federal income tax purposes that any such liquidated damages should be taxable to a U.S. holder as additional ordinary income when received or accrued, in accordance with the holder’s method of tax accounting. In addition, under certain circumstances we may be required to repurchase notes at a premium, as described under “Description of the New Notes — Change of Control.” We have determined (and this discussion assumes) that as of the date of issuance of the notes, the possibility that such liquidated damages or any such premium will be paid is a “remote” or “incidental” contingency within the meaning of applicable Treasury Regulations. Based on this determination, the notes should not be subject to the rules applicable to contingent payment debt instruments, which include mandatory accrual of interest in accordance with those rules and the possible characterization of gain realized on a taxable disposition of a note as ordinary income rather than capital gain. Our determination that such possibility is a remote or incidental contingency is binding on you unless you explicitly disclose on a statement attached to your timely filed income tax return that your determination is different. However, the Internal Revenue Service, or the IRS, may take a contrary position from that described above.

      If we do fail to file or cause to be declared effective a registration statement or are required to repurchase your notes at a premium, you should consult your tax advisors concerning the appropriate tax treatment of such payments to you.

      Market Discount. A U.S. holder that acquires a note, other than at original issue, at a price less than the note’s revised issue price may be affected by the “market discount” rules of the Code. The “revised issue price” of a note generally is the note’s issue price plus the total amount of OID included in income with respect to the note before it was acquired by the U.S. holder. Subject to a de minimis exception, the market discount rules generally require a U.S. holder who acquires a note at a market discount to treat any principal payment on the note and any gain recognized on any disposition of the note as ordinary income to the extent of the accrued market discount not previously included in income at the time of such payment or disposition. In general, the amount of market discount that has accrued is determined on a straight-line basis over the remaining term of the note as of the time of acquisition, or, at the election of the holder, on a constant yield basis. Such an election applies only to the note with respect to which it is made and may not be revoked.

      A U.S. holder of a note acquired at a market discount also may elect to include the market discount in income as it accrues. If a U.S. holder so elects, the rules discussed above with respect to ordinary income recognition resulting from the payment of principal on a note or the disposition of a note would not apply, and the holder’s tax basis in the note would be increased by the amount of the market discount included in income at the time it accrues. This election would apply to all market discount obligations acquired by the U.S. holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS.

      A U.S. holder may be required to defer until maturity of the note (or, in certain circumstances, its earlier disposition) the deduction of all or a portion of the interest expense attributable to debt incurred or continued to purchase or carry a note with market discount, unless the holder elects to include market discount in income on a current basis.

      Bond Premium. In general, if a U.S. holder acquires a note at a “premium,” the holder will not include any OID in income. For this purpose, a note will be purchased at a premium if the purchase price exceeds the stated redemption price at maturity. The “stated redemption price at maturity” of a note will equal the sum of all principal amounts payable on the note after the purchase date, as described above under “— U.S. Holders — Original Issue Discount.” The premium will decrease the gain or increase the loss that a U.S. holder otherwise would recognize on the note’s disposition.

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      In general, if a U.S. holder acquires a note at a price that is less than or equal to the sum of all principal amounts payable on the note after the purchase date and greater than the note’s adjusted issue price, the holder will acquire the note with an “acquisition premium.” For this purpose, the “adjusted issue price” of a note generally is the note’s issue price plus the total amount of OID included in income with respect to the note before the note was acquired by the U.S. holder. If a U.S. holder acquires a note with an “acquisition premium,” then the amount of OID includible in income by the holder is reduced based on an “acquisition premium fraction” determined under applicable Treasury Regulations. Alternatively, such holder may elect to compute accruals of OID by treating the purchase as a purchase at original issue and applying the mechanics of the constant yield method, as described above under “— U.S. Holders — Original Issue Discount.”

      Sale, Exchange, Redemption or Other Disposition. Unless a nonrecognition provision applies, the sale, exchange, redemption or other disposition of notes will be a taxable event for U.S. federal income tax purposes. In such event, a U.S. holder will recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of any property received (except to the extent that amounts received are attributable to accrued interest, which portion of the consideration would be taxed as ordinary income to the extent not previously included in income) and (ii) the holder’s adjusted tax basis therein, which will generally equal the price paid for the notes increased by the amount of OID and accrued market discount previously included in income and decreased by the amount of any cash payment received with respect to the notes (other than payments of qualified stated interest). Subject to the discussion above regarding market discount, such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the notes have been held for more than one year at the time of disposition. For noncorporate taxpayers, net long-term capital gains are generally subject to tax at preferential rates. The deductibility of capital losses is subject to certain limitations.

      Exchange Offer. The exchange of old notes for new notes pursuant to the exchange offer will not constitute a significant modification of the terms of the old notes and, therefore, such exchange will not constitute an exchange for U.S. federal income tax purposes. As a result, a U.S. holder should not recognize taxable gain or loss as a result of the exchange of old notes for new notes, the holding period of the new notes should include the holding period of the old notes surrendered in exchange therefor and the holder’s tax basis in the new notes should equal the holder’s tax basis in the old notes immediately prior to the surrender of such old notes pursuant to the exchange offer.

Non-U.S. Holders

      The following discussion applies to you if you are a beneficial holder of a note or notes who or that, for U.S. federal income tax purposes, is an individual, corporation, trust or estate that is not a U.S. holder. We refer to beneficial holders who are not U.S. holders as “non-U.S. holders.”

      For purposes of the following discussion, interest (including OID) and gain on the sale, exchange or other disposition of a note will be considered to be “U.S. trade or business income” if such income or gain is (i) effectively connected with the conduct of a U.S. trade or business by a non-U.S. holder and (ii) to the extent an applicable treaty so provides, in the case of a non-U.S. holder who is resident in a country which is party to an income tax treaty with the United States, attributable to a permanent establishment (or, in the case of an individual, a fixed base) in the United States.

      Interest on Notes. Generally any interest (including OID) paid to a non-U.S. holder of a note that is not U.S. trade or business income will not be subject to U.S. federal income tax if the interest qualifies as “portfolio interest.” Generally interest on the notes will qualify as portfolio interest if (i) the non-U.S. holder does not actually or constructively own 10% or more of the total voting power of all voting stock of the Company, (ii) such holder is not a “controlled foreign corporation” with respect to which the Company is a “related person” within the meaning of the Code, (iii) either the beneficial owner, under penalties of perjury, certifies that the beneficial owner is not a U.S. person and such certificate provides the beneficial owner’s name and address, or a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes certifies under penalties of perjury, that such statement has been received from the beneficial owner by it or by a financial institution

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between it and the beneficial owner, and (iv) the non-U.S. holder is not a bank receiving interest on the extension of credit made pursuant to a loan agreement made in the ordinary course of its trade or business.

      The gross amount of payments to a non-U.S. holder of interest that does not qualify for the portfolio interest exemption and that is not U.S. trade or business income will be subject to U.S. withholding tax at the rate of 30%, unless a U.S. income tax treaty applies to reduce or eliminate such withholding tax. U.S. trade or business income will be taxed on a net basis at regular U.S. rates rather than the 30% gross rate. In the case of a non-U.S. holder that is a corporation, such U.S. trade or business income may also be subject to the branch profits tax (which is generally imposed on a foreign corporation on the actual or deemed repatriation from the United States of earnings and profits attributable to United States trade or business income) at a 30% rate. The branch profits tax may not apply (or may apply at a reduced rate) if a recipient is a qualified resident of certain countries with which the United States has an income tax treaty.

      As discussed above, the notes should not be subject to the rules applicable to contingent payment debt instruments.

      To claim the benefit of a tax treaty or to claim exemption from withholding because the income is U.S. trade or business income, the non-U.S. holder must provide a properly executed Form W-8BEN or W-8ECI (or such successor forms as the Internal Revenue Service designates), as applicable, prior to the payment of interest. These forms must be periodically updated. A non-U.S. holder who is claiming the benefits of a treaty may be required in certain instances to obtain a U.S. taxpayer identification number and to provide certain documentary evidence issued by foreign governmental authorities to prove residence in the foreign country.

      Sale, Exchange, Redemption or Other Disposition. A non-U.S. holder will generally not be subject to U.S. federal income tax on any gain recognized upon a sale, exchange, redemption or other disposition of a note unless (i) the gain is considered U.S. trade or business income or (ii) in the case of a non-U.S. holder who is a nonresident alien individual and holds such note as a capital asset, such holder is present in the United States for 183 or more days in the taxable year and certain other requirements are met.

      Federal Estate Tax. If interest on the notes is exempt from withholding of U.S. federal income tax as portfolio interest described above, the notes will not be included in the estate of a deceased non-U.S. holder for U.S. federal estate tax purposes.

Backup Withholding and Information Reporting

      Information returns may be filed with the IRS in connection with payments on the notes and the proceeds from a sale or other disposition of the notes. A U.S. holder may be subject to U.S. backup withholding tax on these payments if it fails to provide its taxpayer identification number to the paying agent and comply with certification procedures or otherwise establish an exemption from backup withholding. A non-U.S. holder may be subject to U.S. backup withholding tax on these payments unless the non-U.S. holder complies with certification procedures to establish that it is not a U.S. person. The certification procedures required of non-U.S. holders to claim the exemption from withholding tax on certain payments on the notes, described above, will satisfy the certification requirements necessary to avoid the backup withholding tax as well. The amount of any backup withholding from a payment will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account in connection with the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. A broker-dealer may use this prospectus, as amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where the broker-dealer acquired old notes as a result of market-making activities or other trading activities. We have agreed that for a period of 90 days after the expiration date of the exchange offer, we will make available this prospectus, as amended or supplemented, to any

69

broker-dealer for use in connection with those resales. In addition, until March 29, 2006 all dealers effecting transactions in the new notes may be required to deliver a prospectus.

      We will not receive any proceeds from any sale of new notes by broker-dealers. Broker-dealers may sell new notes received by them for their own account pursuant to the exchange offer from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of those methods of resale, at market prices prevailing at the time of resale, at prices related to those prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes.

      Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act. A profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      For a period of 90 days after the expiration date of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will reimburse the holders of the old notes for the reasonable fees and disbursements of one counsel acting in connection with the exchange offer. We will also indemnify the holders of the old notes, including any broker-dealers, against specified liabilities, including liabilities under the Securities Act.

VALIDITY OF THE NEW NOTES

      Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts, will pass upon the validity of the new notes and the guarantees for LIN Television and the guarantors.

EXPERTS

      The consolidated financial statements, financial statement schedule and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) of LIN TV Corp. incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) of LIN Television Corporation incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

      The financial statements of Station Venture Holdings, LLC as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, have been incorporated by reference herein, by reference to the Annual Report on Form 10-K of LIN TV Corp. and LIN Television Corporation for the year ended December 31, 2004, in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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EXCHANGE AGENT

      We have appointed The Bank of New York Trust Company, N.A. as exchange agent in connection with the exchange offer. Holders should direct questions, requests for assistance and for additional copies of this prospectus, the letter of transmittal or notices of guaranteed delivery to the exchange agent addressed as follows:

By Registered or Certified Mail or Overnight Courier:	By Hand Delivery:
The Bank of New York Trust Company, N.A. c/o The Bank of New York Corporate Trust Operations 101 Barclay Street — 7E New York, New York 10286 Attn: Evangeline Gonzales	The Bank of New York Trust Company, N.A. c/o The Bank of New York Corporate Trust Operations 101 Barclay Street — 7E New York, New York 10286 Attn: Evangeline Gonzales

By Facsimile:

(212) 298-1915

Attn: Evangeline Gonzales

Confirm by telephone:

(212) 815-3738

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$190,000,000

LIN Television Corporation

6¹/2% Senior Subordinated Notes Due 2013 — Class B

PROSPECTUS

        If you are a broker-dealer that receives new notes for your own account as a result of market-making or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act. You may use this prospectus, as we may amend or supplement it in the future, for your resales of new notes. We will make this prospectus available to any broker-dealer for use in connection with any such resale for a period of 90 days after the date of expiration of this exchange offer. In addition, until March 29, 2006 all dealers effecting transactions in the new notes may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

      Exculpation. Section 102 of the Delaware General Corporation Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its securityholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

      Each of LIN Television Corporation and LIN TV Corp. has included such provisions in its respective Certificate of Incorporation, as amended to date.

      Indemnification. Section 145 of the General Corporation Law of Delaware provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is a party, or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

      The By-laws, as amended to date, of LIN Television Corporation and the Certificate of Incorporation of LIN TV Corp., as amended to date, provide for indemnification of its respective officers and directors to the full extent permitted by applicable law.

      Insurance. LIN TV Corp. has in effect, and intends to maintain, insurance to cover any person who is or was one of its directors, officers, employees or agents, or a director, officer, employee or agent of a subsidiary of LIN TV Corp. or is or was serving at the request of LIN TV Corp. or its subsidiaries as a director, officer, employee or agent of another entity against any liability asserted against him or her in that capacity, or arising out of his or her status as such.

Item 21. Exhibits and Financial Statement Schedules

      (a) Exhibits

      Below are the exhibits which are included, either by being filed herewith or by incorporation by reference, in this registration statement.

Exhibit
Number			Description of Exhibit
	3	.1	Second Amended and Restated Certificate of Incorporation of LIN TV Corp., as amended (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television for the fiscal quarter ended June 30, 2004 and incorporated by reference herein).
	3	.2	Second Amended and Restated Bylaws of LIN TV Corp., as amended (filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television for the fiscal quarter ended June 30, 2004 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 and incorporated by reference herein).

II-1

Exhibit
Number			Description of Exhibit
	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).
	3	.5	Certificate of Incorporation of Airwaves, Inc. (filed as Exhibit 3.5 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).
	3	.6	By-laws of Airwaves, Inc. (filed as Exhibit 3.6 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).
	3	.7	Certificate of Formation of Indiana Broadcasting, LLC (filed as Exhibit 3.7 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).
	3	.8	Limited Liability Company Agreement of Indiana Broadcasting, LLC (filed as Exhibit 3.8 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).
	3	.9	Certificate of Incorporation of KXAN, Inc. (filed as Exhibit 3.9.1 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).
	3	.10	Certificate of Amendment to Certificate of Incorporation of KXAN, Inc. (filed as Exhibit 3.9.2 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).
	3	.11	Certificate of Amendment to Certificate of Incorporation of KXAN, Inc. (filed as Exhibit 3.9.3 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).
	3	.12	By-laws of KXAN, Inc. (filed as Exhibit 3.10 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).
	3	.13	Certificate of Incorporation of KXTX Holdings, Inc. (filed as Exhibit 3.11 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).
	3	.14	Certificate of Amendment to Certificate of Incorporation of KXTX Holdings, Inc. (filed as Exhibit 3.16 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.15	By-laws of KXTX Holdings, Inc. (filed as Exhibit 3.12 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).
	3	.16	Certificate of Formation of LIN Airtime, LLC (filed as Exhibit 3.15 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.17	Limited Liability Company Agreement of LIN Airtime, LLC (filed as Exhibit 3.16 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.18	Certificate of Incorporation of LIN Sports, Inc. (filed as Exhibit 3.15 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).
	3	.19	By-laws of LIN Sports, Inc. (filed as Exhibit 3.16 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).

II-2

Exhibit
Number			Description of Exhibit
	3	.20	Certificate of Incorporation of LIN Television of San Juan, Inc. (filed as Exhibit 3.19 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.21	By-laws of LIN Television of San Juan, Inc. (filed as Exhibit 3.20 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.22	Certificate of Incorporation of LIN Television of Texas, Inc. (filed as Exhibit 3.17 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).
	3	.23	By-laws of LIN Television of Texas, Inc. (filed as Exhibit 3.18 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).
	3	.24	Amended and Restated Certificate of Limited Partnership of LIN Television of Texas, LP (filed as Exhibit 3.19 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).
	3	.25	Amended and Restated Agreement of Limited Partnership of LIN Television of Texas, LP (filed as Exhibit 3.20 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).
	3	.26	Certificate of Incorporation of Linbenco, Inc. (filed as Exhibit 3.13 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).
	3	.27	By-laws of Linbenco, Inc. (filed as Exhibit 3.14 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).
	3	.28	Certificate of Incorporation of North Texas Broadcasting Corporation (filed as Exhibit 3.23 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).
	3	.29	Certificate of Amendment of Certificate of Incorporation of North Texas Broadcasting Corporation (filed as Exhibit 3.31 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.30	By-laws of North Texas Broadcasting Corporation (filed as Exhibit 3.24 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).
	3	.31	Amended Certificate of Incorporation of Primeland Television, Inc. (filed as Exhibit 3.33 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.32	By-laws of Primeland Television, Inc. (filed as Exhibit 3.26 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).
	3	.33	Certificate of Formation of Providence Broadcasting, LLC (filed as Exhibit 3.29 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.34	Limited Liability Company Agreement of Providence Broadcasting, LLC (filed as Exhibit 3.30 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.35	Certificate of Formation of Televicentro of Puerto Rico, LLC, as amended.
	3	.36	Limited Liability Company Agreement of Televicentro of Puerto Rico, LLC (filed as Exhibit 3.32 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).

II-3

Exhibit
Number			Description of Exhibit
	3	.37	First Amendment to Limited Liability Company Agreement of Televicentro of Puerto Rico, LLC (filed as Exhibit 3.40 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.38	Amended and Restated Certificate of Incorporation of TVL Broadcasting, Inc. (filed as Exhibit 3.41 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.39	Certificate of Amendment to Amended and Restated Certificate of Incorporation of TVL Broadcasting, Inc. (filed as Exhibit 3.42 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.40	Amended and Restated Bylaws of TVL Broadcasting, Inc. (filed as Exhibit 3.43 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.41	Certificate of Formation of TVL Broadcasting of Rhode Island, LLC (filed as Exhibit 3.47 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.42	Amended and Restated Limited Liability Company Agreement of TVL Broadcasting of Rhode Island, LLC (filed as Exhibit 3.48 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.43	Certificate of Incorporation of WAPA America, Inc.
	3	.44	Bylaws of WAPA America, Inc.
	3	.45	Certificate of Formation of WAVY Broadcasting, LLC (filed as Exhibit 3.27 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).
	3	.46	Limited Liability Company Agreement of WAVY Broadcasting, LLC (filed as Exhibit 3.28 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).
	3	.47	Certificate of Formation of WDTN Broadcasting, LLC (filed as Exhibit 3.51 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.48	Amended and Restated Limited Liability Company Agreement of WDTN Broadcasting, LLC (filed as Exhibit 3.52 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.49	Certificate of Formation of WIVB Broadcasting, LLC (filed as Exhibit 3.29 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).
	3	.50	Limited Liability Company Agreement of WIVB Broadcasting, LLC (filed as Exhibit 3.30 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).
	3	.51	Certificate of Incorporation, as amended, of WNJX-TV, Inc. (filed as Exhibit 3.43 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.52	Bylaws of WNJX-TV, Inc. (filed as Exhibit 3.44 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.53	Certificate of Formation of WOOD License Co., LLC (filed as Exhibit 3.31 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).

II-4

Exhibit
Number			Description of Exhibit
	3	.54	Limited Liability Company Agreement of WOOD License Co., LLC (filed as Exhibit 3.32 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).
	3	.55	Certificate of Incorporation of WOOD Television, Inc. (filed as Exhibit 3.33 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).
	3	.56	By-laws of WOOD Television, Inc. (filed as Exhibit 3.34 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).
	3	.57	Certificate of Incorporation of WTNH Broadcasting, Inc. (filed as Exhibit 3.35 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).
	3	.58	By-laws of WTNH Broadcasting, Inc. (filed as Exhibit 3.36 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).
	3	.59	Certificate of Formation of WUPW Broadcasting, LLC (filed as Exhibit 3.67 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.60	Amended and Restated Limited Liability Company Agreement of WUPW Broadcasting, LLC (filed as Exhibit 3.68 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.61	Certificate of Formation of WWHO Broadcasting, LLC.
	3	.62	Limited Liability Company Agreement of WWHO Broadcasting, LLC.
	3	.63	Certificate of Formation of WWLP Broadcasting, LLC (filed as Exhibit 3.45 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.64	Limited Liability Company Agreement of WWLP Broadcasting, LLC (filed as Exhibit 3.46 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.65	Certificate of Formation of LIN of Alabama, LLC.
	3	.66	Limited Liability Company Agreement of LIN of Alabama, LLC.
	3	.67	Certificate of Formation of LIN of Colorado, LLC.
	3	.68	Limited Liability Company Agreement of LIN of Colorado, LLC.
	3	.69	Certificate of Formation of LIN of New Mexico, LLC.
	3	.70	Limited Liability Company Agreement of LIN of New Mexico, LLC.
	3	.71	Certificate of Formation of LIN of Wisconsin, LLC.
	3	.72	Limited Liability Company Agreement of LIN of Wisconsin, LLC.
	3	.73	Certificate of Incorporation of S&E Network, Inc.
	3	.74	Amended and Restated By-Laws of S&E Network, Inc.
	3	.75	Certificate of Formation of WLBB Broadcasting, LLC.
	3	.76	Limited Liability Company Agreement of WLBB Broadcasting, LLC.
	4	.1	Indenture, dated as of May 12, 2003, among LIN Television Corporation, as Issuer, the Guarantors named therein and The Bank of New York, as Trustee, for the 61/2% Senior Subordinated Notes due 2013 (filed as Exhibit 4.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on May 14, 2003 and incorporated by reference herein).

II-5

Exhibit
Number			Description of Exhibit
	4	.2	Supplemental Indenture, dated as of January 31, 2005, among LIN Television Corporation, as Issuer, the Guarantors named therein, and the Bank of New York, as Trustee, for the 61/2% Senior Subordinated Notes due 2013 (filed as Exhibit 4.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on February 2, 2005 and incorporated by reference herein).
	4	.3	Exchange and Registration Rights Agreement, dated as of January 28, 2005, among LIN Television Corporation, LIN TV Corp., the Guarantors (as defined therein) and J.P. Morgan Securities Inc., for itself and on behalf of the several Initial Purchasers named on Schedule I thereto, relating to the 61/2% Senior Subordinated Notes due 2013 (filed as Exhibit 10.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on February 2, 2005 and incorporated by reference herein).
	4	.4	Indenture, dated as of May 12, 2003, among LIN Television Corporation, as Issuer, the Guarantors named therein and The Bank of New York, as Trustee, for the 2.50% Exchangeable Senior Subordinated Debentures due 2033 (filed as Exhibit 4.2 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on May 14, 2003 (File No. 000-25206) and incorporated by reference herein).
	4	.5	Indenture, dated as of September 29, 2005, among LIN Television Corporation, as Issuer, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, for the 61/2% Senior Subordinated Notes due 2013 — Class B (filed as Exhibit 4.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on October 5, 2005 (File No. 000-25206) and incorporated by reference herein).
	4	.6	Exchange and Registration Rights Agreement, dated as of September 29, 2005, among LIN Television Corporation, LIN TV Corp., the Guarantors (as defined therein) and J.P. Morgan Securities Inc., for itself and on behalf of the several Initial Purchasers named on Schedule I thereto, relating to the 61/2% Senior Subordinated Notes due 2013 — Class B (filed as Exhibit 10.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on October 5, 2005 (File No. 000-25206) and incorporated by reference herein).
	5	.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
	10	.1	Credit Agreement, dated as of March 11, 2005, among the Company, Televicentro of Puerto Rico, LLC, the several banks and other financial institutions or entities from time to time a parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, Bank of America, The Bank of Nova Scotia, 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 (filed as Exhibit 10.44 to the Annual Report on Form 10-K of LIN TV Corp. and LIN Television Corporation for the fiscal year ended December 31, 2004 (File No. 000-25206) and incorporated by reference herein).
	10	.2	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 therein, 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).
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of PricewaterhouseCoopers LLP.
	23	.2	Consent of PricewaterhouseCoopers LLP.
	23	.3	Consent of KPMG LLP.
	23	.4	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
	24	.1	Powers of Attorney for each Co-Registrant (included in pages II-9 to II-20 hereto).

II-6

Exhibit
Number			Description of Exhibit
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee, on Form T-1, relating to the 61/2% Senior Subordinated Notes due 2013 — Class B.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
	99	.4	Form of Letter to Clients.
	99	.5	Form of Tax Guidelines.

      (b) Financial Statement Schedules

      Schedules not listed above have been omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto.

Item 22. Undertakings

      The undersigned Registrant hereby undertakes:

      (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs a(i) and a(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

      (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

      (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public

II-7

policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned Registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the undersigned undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

      The undersigned Registrant hereby undertakes that every prospectus: (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-8

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Co-Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

LIN TELEVISION CORPORATION

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of LIN Television Corporation, hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable LIN Television Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 21, 2005
/s/ Gregory M. Schmidt Gregory M. Schmidt	Vice President New Development, General Counsel and Director	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller (Principal Accounting Officer)	October 21, 2005
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	October 21, 2005
/s/ Peter E. Maloney Peter E. Maloney	Vice President Benefits and Special Projects and Director	October 21, 2005

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Co-Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

LIN TV CORP.

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of LIN TV Corp., hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable LIN TV Corp. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller (Principal Accounting Officer)	October 21, 2005
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	October 21, 2005
/s/ Peter S. Brodsky Peter S. Brodsky	Director	October 21, 2005
/s/ Randall S. Fojtasek Randall S. Fojtasek	Director	October 21, 2005

II-10

Signatures	Title	Date
/s/ Royal W. Carson, III Royal W. Carson, III	Director	October 21, 2005
/s/ William S. Banowsky, Jr. William S. Banowsky, Jr.	Director	October 21, 2005
/s/ William H. Cunningham William H. Cunningham	Director	October 21, 2005
/s/ Wilma H. Jordan Wilma H. Jordan	Director	October 21, 2005

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned Co-Registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

AIRWAVES, INC.

KXAN, INC.

KXTX HOLDINGS, INC.

LIN SPORTS, INC.

LIN TELEVISION OF SAN JUAN, INC.

LIN TELEVISION OF TEXAS, INC.

LINBENCO, INC.

NORTH TEXAS BROADCASTING

  CORPORATION

PRIMELAND TELEVISION, INC.

S&E NETWORK, INC.

TVL BROADCASTING, INC.

WAPA AMERICA, INC.

WNJX-TV, INC.

WOOD TELEVISION, INC.

WTNH BROADCASTING, INC.

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of each of the above corporations, hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable the above corporations to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 21, 2005

II-12

Signatures	Title	Date
/s/ Gregory M. Schmidt Gregory M. Schmidt	Vice President New Development, General Counsel and Director	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller (Principal Accounting Officer)	October 21, 2005
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	October 21, 2005
/s/ Peter E. Maloney Peter E. Maloney	Vice President Benefits and Special Projects and Director	October 21, 2005

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned Co-Registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

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

WOOD LICENSE CO., LLC

WIVB BROADCASTING, LLC

WLBB BROADCASTING, LLC

WWHO BROADCASTING, LLC

WWLP BROADCASTING, LLC

By:  LIN Television Corporation,

its Managing Member

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of the LIN Television Corporation hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable the above limited liability companies to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer of Managing Member (Principal Executive Officer)	October 21, 2005

II-14

Signatures	Title	Date
/s/ Gregory M. Schmidt Gregory M. Schmidt	Vice President New Development, General Counsel and Director of Managing Member	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller of Managing Member (Principal Accounting Officer)	October 21, 2005
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer of Managing Member (Principal Financial Officer)	October 21, 2005
/s/ Peter E. Maloney Peter E. Maloney	Vice President Benefits and Special Projects and Director of Managing Member	October 21, 2005

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, each of the undersigned Co-Registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

TVL BROADCASTING OF RHODE ISLAND,

  LLC

WDTN BROADCASTING, LLC

WUPW BROADCASTING, LLC

By:  TVL Broadcasting, Inc.,

its Managing Member

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of TVL Broadcasting, Inc. hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable the above limited liability companies to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer of Managing Member (Principal Executive Officer)	October 21, 2005
/s/ Gregory M. Schmidt Gregory M. Schmidt	Vice President New Development, General Counsel and Director of Managing Member	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller of Managing Member (Principal Accounting Officer)	October 21, 2005

II-16

Signatures	Title	Date
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer of Managing Member (Principal Financial Officer)	October 21, 2005
/s/ Peter E. Maloney Peter E. Maloney	Vice President Benefits and Special Projects and Director of Managing Member	October 21, 2005

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Co-Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

TELEVICENTRO OF PUERTO RICO, LLC

By:  LIN Television of San Juan, Inc.,

its Managing Member

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of LIN Television of San Juan, Inc. hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Televicentro of Puerto Rico, LLC to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer of Managing Member (Principal Executive Officer)	October 21, 2005
/s/ Gregory M. Schmidt Gregory M. Schmidt	Vice President New Development, General Counsel and Director of Managing Member	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller of Managing Member (Principal Accounting Officer)	October 21, 2005

II-18

Signatures	Title	Date
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer of Managing Member (Principal Financial Officer)	October 21, 2005
/s/ Peter E. Maloney Peter E. Maloney	Vice President Benefits and Special Projects and Director of Managing Member	October 21, 2005

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned Co-Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Providence, State of Rhode Island and Providence Plantations, on this 21st day of October, 2005.

LIN TELEVISION OF TEXAS, LP

By:  LIN Television of Texas, Inc.,

its General Partner

By:  /s/ Gary R. Chapman

Gary R. Chapman

Chairman, President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

      We, the undersigned officers and directors of LIN Television of Texas, Inc. hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-4 filed herewith and any and all pre-effective and post-effective amendments to said registration statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable LIN Television of Texas, LP to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Gary R. Chapman Gary R. Chapman	Chairman, President and Chief Executive Officer of General Partner (Principal Executive Officer)	October 21, 2005
/s/ Gregory M. Schmidt Gregory M. Schmidt	Vice President New Development, General Counsel and Director of General Partner	October 21, 2005
/s/ William A. Cunningham William A. Cunningham	Vice President and Controller of General Partner (Principal Accounting Officer)	October 21, 2005
/s/ Vincent L. Sadusky Vincent L. Sadusky	Vice President, Chief Financial Officer and Treasurer of General Partner (Principal Financial Officer)	October 21, 2005
/s/ Peter E. Maloney Peter E. Maloney	Vice President of Finance and Director of General Partner	October 21, 2005

II-20

EXHIBIT INDEX

      Below are the exhibits which are included, either by being filed herewith or by incorporation by reference, in this registration statement.

Exhibit
Number			Description of Exhibit
	3	.1	Second Amended and Restated Certificate of Incorporation of LIN TV Corp., as amended (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television for the fiscal quarter ended June 30, 2004 and incorporated by reference herein).
	3	.2	Second Amended and Restated Bylaws of LIN TV Corp., as amended (filed as Exhibit 3.2 to the Quarterly Report on Form 10-Q of LIN TV Corp. and LIN Television for the fiscal quarter ended June 30, 2004 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 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).
	3	.5	Certificate of Incorporation of Airwaves, Inc. (filed as Exhibit 3.5 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).
	3	.6	By-laws of Airwaves, Inc. (filed as Exhibit 3.6 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).
	3	.7	Certificate of Formation of Indiana Broadcasting, LLC (filed as Exhibit 3.7 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).
	3	.8	Limited Liability Company Agreement of Indiana Broadcasting, LLC (filed as Exhibit 3.8 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).
	3	.9	Certificate of Incorporation of KXAN, Inc. (filed as Exhibit 3.9.1 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).
	3	.10	Certificate of Amendment to Certificate of Incorporation of KXAN, Inc. (filed as Exhibit 3.9.2 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).
	3	.11	Certificate of Amendment to Certificate of Incorporation of KXAN, Inc. (filed as Exhibit 3.9.3 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).
	3	.12	By-laws of KXAN, Inc. (filed as Exhibit 3.10 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).
	3	.13	Certificate of Incorporation of KXTX Holdings, Inc. (filed as Exhibit 3.11 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).
	3	.14	Certificate of Amendment to Certificate of Incorporation of KXTX Holdings, Inc. (filed as Exhibit 3.16 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.15	By-laws of KXTX Holdings, Inc. (filed as Exhibit 3.12 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).
	3	.16	Certificate of Formation of LIN Airtime, LLC (filed as Exhibit 3.15 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).

Exhibit
Number			Description of Exhibit
	3	.17	Limited Liability Company Agreement of LIN Airtime, LLC (filed as Exhibit 3.16 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.18	Certificate of Incorporation of LIN Sports, Inc. (filed as Exhibit 3.15 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).
	3	.19	By-laws of LIN Sports, Inc. (filed as Exhibit 3.16 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).
	3	.20	Certificate of Incorporation of LIN Television of San Juan, Inc. (filed as Exhibit 3.19 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.21	By-laws of LIN Television of San Juan, Inc. (filed as Exhibit 3.20 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.22	Certificate of Incorporation of LIN Television of Texas, Inc. (filed as Exhibit 3.17 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).
	3	.23	By-laws of LIN Television of Texas, Inc. (filed as Exhibit 3.18 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).
	3	.24	Amended and Restated Certificate of Limited Partnership of LIN Television of Texas, LP (filed as Exhibit 3.19 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).
	3	.25	Amended and Restated Agreement of Limited Partnership of LIN Television of Texas, LP (filed as Exhibit 3.20 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).
	3	.26	Certificate of Incorporation of Linbenco, Inc. (filed as Exhibit 3.13 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).
	3	.27	By-laws of Linbenco, Inc. (filed as Exhibit 3.14 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).
	3	.28	Certificate of Incorporation of North Texas Broadcasting Corporation (filed as Exhibit 3.23 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).
	3	.29	Certificate of Amendment of Certificate of Incorporation of North Texas Broadcasting Corporation (filed as Exhibit 3.31 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.30	By-laws of North Texas Broadcasting Corporation (filed as Exhibit 3.24 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).
	3	.31	Amended Certificate of Incorporation of Primeland Television, Inc. (filed as Exhibit 3.33 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.32	By-laws of Primeland Television, Inc. (filed as Exhibit 3.26 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).
	3	.33	Certificate of Formation of Providence Broadcasting, LLC (filed as Exhibit 3.29 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.34	Limited Liability Company Agreement of Providence Broadcasting, LLC (filed as Exhibit 3.30 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).

Exhibit
Number			Description of Exhibit
	3	.35	Certificate of Formation of Televicentro of Puerto Rico, LLC, as amended.
	3	.36	Limited Liability Company Agreement of Televicentro of Puerto Rico, LLC (filed as Exhibit 3.32 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.37	First Amendment to Limited Liability Company Agreement of Televicentro of Puerto Rico, LLC (filed as Exhibit 3.40 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.38	Amended and Restated Certificate of Incorporation of TVL Broadcasting, Inc. (filed as Exhibit 3.41 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.39	Certificate of Amendment to Amended and Restated Certificate of Incorporation of TVL Broadcasting, Inc. (filed as Exhibit 3.42 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.40	Amended and Restated Bylaws of TVL Broadcasting, Inc. (filed as Exhibit 3.43 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.41	Certificate of Formation of TVL Broadcasting of Rhode Island, LLC (filed as Exhibit 3.47 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.42	Amended and Restated Limited Liability Company Agreement of TVL Broadcasting of Rhode Island, LLC (filed as Exhibit 3.48 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.43	Certificate of Incorporation of WAPA America, Inc.
	3	.44	Bylaws of WAPA America, Inc.
	3	.45	Certificate of Formation of WAVY Broadcasting, LLC (filed as Exhibit 3.27 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).
	3	.46	Limited Liability Company Agreement of WAVY Broadcasting, LLC (filed as Exhibit 3.28 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).
	3	.47	Certificate of Formation of WDTN Broadcasting, LLC (filed as Exhibit 3.51 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.48	Amended and Restated Limited Liability Company Agreement of WDTN Broadcasting, LLC (filed as Exhibit 3.52 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.49	Certificate of Formation of WIVB Broadcasting, LLC (filed as Exhibit 3.29 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).
	3	.50	Limited Liability Company Agreement of WIVB Broadcasting, LLC (filed as Exhibit 3.30 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).
	3	.51	Certificate of Incorporation, as amended, of WNJX-TV, Inc. (filed as Exhibit 3.43 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.52	Bylaws of WNJX-TV, Inc. (filed as Exhibit 3.44 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.53	Certificate of Formation of WOOD License Co., LLC (filed as Exhibit 3.31 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).
	3	.54	Limited Liability Company Agreement of WOOD License Co., LLC (filed as Exhibit 3.32 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).

Exhibit
Number			Description of Exhibit
	3	.55	Certificate of Incorporation of WOOD Television, Inc. (filed as Exhibit 3.33 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).
	3	.56	By-laws of WOOD Television, Inc. (filed as Exhibit 3.34 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).
	3	.57	Certificate of Incorporation of WTNH Broadcasting, Inc. (filed as Exhibit 3.35 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).
	3	.58	By-laws of WTNH Broadcasting, Inc. (filed as Exhibit 3.36 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).
	3	.59	Certificate of Formation of WUPW Broadcasting, LLC (filed as Exhibit 3.67 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.60	Amended and Restated Limited Liability Company Agreement of WUPW Broadcasting, LLC (filed as Exhibit 3.68 to the Registration Statement on Form S-4 of LIN Television Corporation (Registration No. 333-107751-01) and incorporated by reference herein).
	3	.61	Certificate of Formation of WWHO Broadcasting, LLC.
	3	.62	Limited Liability Company Agreement of WWHO Broadcasting, LLC.
	3	.63	Certificate of Formation of WWLP Broadcasting, LLC (filed as Exhibit 3.45 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.64	Limited Liability Company Agreement of WWLP Broadcasting, LLC (filed as Exhibit 3.46 to the Registration Statement on Form S-4 of LIN Television Corporation and LIN Holding Corp. (Registration No. 333-67278) and incorporated by reference herein).
	3	.65	Certificate of Formation of LIN of Alabama, LLC.
	3	.66	Limited Liability Company Agreement of LIN of Alabama, LLC.
	3	.67	Certificate of Formation of LIN of Colorado, LLC.
	3	.68	Limited Liability Company Agreement of LIN of Colorado, LLC.
	3	.69	Certificate of Formation of LIN of New Mexico, LLC.
	3	.70	Limited Liability Company Agreement of LIN of New Mexico, LLC.
	3	.71	Certificate of Formation of LIN of Wisconsin, LLC.
	3	.72	Limited Liability Company Agreement of LIN of Wisconsin, LLC.
	3	.73	Certificate of Incorporation of S&E Network, Inc.
	3	.74	Amended and Restated By-Laws of S&E Network, Inc.
	3	.75	Certificate of Formation of WLBB Broadcasting, LLC.
	3	.76	Limited Liability Company Agreement of WLBB Broadcasting, LLC.
	4	.1	Indenture, dated as of May 12, 2003, among LIN Television Corporation, as Issuer, the Guarantors named therein and The Bank of New York, as Trustee, for the 61/2% Senior Subordinated Notes due 2013 (filed as Exhibit 4.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on May 14, 2003 and incorporated by reference herein).
	4	.2	Supplemental Indenture, dated as of January 31, 2005, among LIN Television Corporation, as Issuer, the Guarantors named therein, and the Bank of New York, as Trustee, for the 61/2% Senior Subordinated Notes due 2013 (filed as Exhibit 4.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on February 2, 2005 and incorporated by reference herein).
	4	.3	Exchange and Registration Rights Agreement, dated as of January 28, 2005, among LIN Television Corporation, LIN TV Corp., the Guarantors (as defined therein) and J.P. Morgan Securities Inc., for itself and on behalf of the several Initial Purchasers named on Schedule I thereto, relating to the 61/2% Senior Subordinated Notes due 2013 (filed as Exhibit 10.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on February 2, 2005 and incorporated by reference herein).

Exhibit
Number			Description of Exhibit
	4	.4	Indenture, dated as of May 12, 2003, among LIN Television Corporation, as Issuer, the Guarantors named therein and The Bank of New York, as Trustee, for the 2.50% Exchangeable Senior Subordinated Debentures due 2033 (filed as Exhibit 4.2 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on May 14, 2003 (File No. 000-25206) and incorporated by reference herein).
	4	.5	Indenture, dated as of September 29, 2005, among LIN Television Corporation, as Issuer, the Guarantors named therein and The Bank of New York Trust Company, N.A., as Trustee, for the 61/2% Senior Subordinated Notes due 2013 — Class B (filed as Exhibit 4.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on October 5, 2005 (File No. 000-25206) and incorporated by reference herein).
	4	.6	Exchange and Registration Rights Agreement, dated as of September 29, 2005, among LIN Television Corporation, LIN TV Corp., the Guarantors (as defined therein) and J.P. Morgan Securities Inc., for itself and on behalf of the several Initial Purchasers named on Schedule I thereto, relating to the 61/2% Senior Subordinated Notes due 2013 — Class B (filed as Exhibit 10.1 to the Current Report on Form 8-K of LIN TV Corp. and LIN Television Corporation filed with the SEC on October 5, 2005 (File No. 000-25206) and incorporated by reference herein).
	5	.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
	10	.1	Credit Agreement, dated as of March 11, 2005, among the Company, Televicentro of Puerto Rico, LLC, the several banks and other financial institutions or entities from time to time a parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, Bank of America, The Bank of Nova Scotia, 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 (filed as Exhibit 10.44 to the Annual Report on Form 10-K of LIN TV Corp. and LIN Television Corporation for the fiscal year ended December 31, 2004 (File No. 000-25206) and incorporated by reference herein).
	10	.2	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 therein, 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).
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
	23	.1	Consent of PricewaterhouseCoopers LLP.
	23	.2	Consent of PricewaterhouseCoopers LLP.
	23	.3	Consent of KPMG LLP.
	23	.4	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1).
	24	.1	Powers of Attorney for each Co-Registrant (included in pages II-9 to II-20 hereto).
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York Trust Company, N.A., as Trustee, on Form T-1, relating to the 61/2% Senior Subordinated Notes due 2013 — Class B.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.
	99	.4	Form of Letter to Clients.
	99	.5	Form of Tax Guidelines.

EX-3.35

EXHIBIT 3.35

CERTIFICATE OF MERGER
OF
PEGASUS BROADCASTING OF SAN JUAN, L.L.C.
INTO
LIN TELEVISION OF PUERTO RICO, L.L.C.

          Pursuant to Section 18-209 of the Delaware Limited Liability Company Act, the undersigned surviving limited liability company, LIN Television of Puerto Rico, L.L.C. (the “Company”) submits the following Certificate of Merger for filing and certifies that:

          1. The name and jurisdiction of formation of each of the limited liability companies which is to merge are:

Name	Jurisdiction
LIN Television of Puerto Rico, L.LC.	Delaware
Pegasus Broadcasting of San Juan, L.L.C.	Delaware

          2. An agreement of merger has been approved and executed by each of the limited liability companies set forth in Paragraph 1 hereof.

          3. The name of the surviving limited liability company is: LIN Television of Puerto Rico, L.L.C.

          4. The merger shall become effective upon the filing of this Certificate of Merger.

          5. The agreement of merger is on file at a place of business of the Company, which is located at Four Richmond Square, Providence, RI 02906.

          6. A copy of the agreement of merger will be furnished by the Company, on request and without cost, to any member of any domestic limited liability company or any person holding an interest in any other business entity which is to merge.

          IN WITNESS WHEREOF, this Certificate of Merger has been duly executed as of the 19^th day of October, 1999, and is being filed in accordance with Section 18-209 of the Act by an authorized person of the surviving company in the merger.

LIN TELEVISION OF PUERTO RICO, LLC BY: LIN TELEVISION CORPORATION
/s/ Denise M. Parent
	By:	Denise M. Parent
	Title:	VP—Deputy General Counsel

-2-

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF FORMATION

Of

LIN TELEVISION OF PUERTO RlCO, LLC

          This Certificate of Amendment of LIN Television of Puerto Rico, LLC (the “Company”), dated as of October 20, 1999, is being executed and filed by an authorized person to amend the Certificate of Formation of the Company in accordance with Section 18-202 of the Delaware Limited Liability Company Act.

          FIRST. The name of the Company is LIN Television of Puerto Rico, LLC.

          SECOND. The Certificate of Formation of the Company shall be amended by deleting the name “LIN Television of Puerto Rico, LLC” therefrom and inserting in lieu thereof Televicentro of Puerto Rico, LLC, which shall constitute the new name of the Company.

          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Formation of LIN Television of Puerto Rico, LLC as of the date first above written.

/s/ Denise M. Parent  

Denise M. Parent  

Authorized Person 

CERTIFICATE OF CORRECTION OF

CERTIFICATE OF FORMATION OF

TELEVICENTRO OF PUERTO RICO, LLC

          Televicentro of Puerto Rico, LLC, a limited liability company formed and existing under and by virtue of the Delaware Limited Liability Company Act (“DLLCA”) and originally so-formed under the name LIN Television of Puerto Rico, LLC (the “Company”).

          DOES HEREBY CERTIFY:

          A. That as a result of a clerical error, the incorrect document was filed as the Certificate of Formation of the Company with the Secretary of State of the State of Delaware on August 26,1999 (the “Original Certificate of Formation”).

          B. That the Original Certificate of Formation requires correction as permitted by Section 18-211 of the DLLCA.

          C. That the entire Certificate of Formation of the Company, in corrected form, is attached hereto as Annex A.

          Executed, this 5^th day of August, 2003.

TELEVICENTRO OF PUERTO RICO, LLC
By:	LIN Television of San Juan, Inc., its Managing Member
	By:	/s/ Denise M. Parent
		Denise M. Parent
		Vice President

ANNEX A

CERTIFICATE OF FORMATION OF

LIN TELEVISION OF PUERTO RICO, LLC

     This Certificate of Formation of LIN Television of Puerto Rico, LLC, a limited liability company (the “Company”), has been duly executed and is being filed in accordance with Section 18-201 of the Delaware Limited Liability Company Act.

1.	The name of the limited liability company is: LIN Television of Puerto Rico, LLC.
2.	The address of the registered office of the Company in the State of Delaware is: c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of Newcastle.
3.	The name and address of the agent for service of process required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are: The Corporation Trust Company, c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

Certificate of Amendment to Certificate of Formation

of

TELEVICENTRO OF PUERTO RICO, LLC

It is hereby certified that:

          1. The name of the limited liability company (hereinafter called the “limited liability company”) is TELEVICENTRO OF PUERTO RICO, LLC.

          2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808.”

Executed on June 2, 2005

/s/ Maria L. Greene  

Maria L. Greene, Authorized Person 

EX-3.43

Exhibit 3.43

CERTIFICATE OF INCORPORATION
Of
WAPA America, Inc.

     The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code, and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

ARTICLE 1. NAME

     The name of this corporation is WAPA America, Inc.

ARTICLE 2. REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation 1013 Centre Road, City of Wilmington, County of Newcastle, Delaware, 19805; and the name of the registered agent of the corporation in the State of Delaware is Corporation Service Company.

ARTICLE 3. PURPOSE

     The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

ARTICLE 4. SHARES

     The total number of shares of stock which the corporation shall have the authority to issue is 5,000. The par value of each such shares is $.01. All such shares are of one class and are shares of Common Stock.

ARTICLE 5. INCORPORATOR

     The name and address of the incorporator are as follows:

Marcia L. Greene, c/o LIN Television Corporation, 11 Dupont Circle, NW, Suite 365, Washington, DC, 20036.

ARTICLE 6. BY-LAWS

     The Board of Directors shall have the power to adopt, amend or repeal the By-laws of this corporation; provided, however, that the Board of Directors may not repeal or amend any By-law that the stockholders have expressly provided may not be amended or repealed by the Board of Directors. The stockholders shall also have the power to adopt, amend or repeal the By-laws.

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ARTICLE 7. BOARD OF DIRECTORS

     The number of Directors of this corporation shall be determined in the manner provide by the By-laws and may be increased or decreased from time to time in the manner provided therein. Written ballots are not required in the election of Directors.

ARTICLE 8. PREEMPTIVE RIGHTS

     Preemptive rights shall not exist with respect to shares of stock or securities convertible into shares of stock of this corporation.

ARTICLE 9. CUMULATIVE VOTING

     The right to cumulate votes in the election of Directors shall not exist with respect to shares of stock of this corporation.

ARTICLE 10. AMENDMENTS TO CERTIFICATE OF INCORPORATION

     This corporation reserves the right to amend or repeal any of the provisions contained in this Certificate of Incorporation in any manner now or hereafter permitted by law, and the rights of the stockholders of this corporation are granted subject to this reservation.

ARTICLE 11. LIMITATION OF DIRECTOR LIABILITY

     To the full extent that the DGCL, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of this corporation shall not be liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article 11 shall not adversely affect any right or protection of a director of this corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. In addition to any requirements or any other provisions herein or in the terms of any class or series of capital stock having a preference over the common stock of this corporation as to dividends or upon liquidation (and notwithstanding that a lesser percentage may be specified by law), the affirmative vote of the holders of 80% or more of the voting power of the outstanding voting stock of this corporation, voting together as a single class, shall be required to amend, alter or repeal any provision of this Article 11.

     Signed on September 2, 2004.

/s/ Marcia L. Greene

Marcia L. Greene, Incorporator

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EX-3.44

Exhibit 3.44

BY-LAWS

OF

WAPA AMERICA, INC.

SECTION 1. OFFICES

     The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (the “Board”) may designate. The corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

     2.1 Annual Meeting

     The annual meeting of the stockholders shall be held the first Tuesday in March in each year at the principal office of the corporation or such other place designated by the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

     2.2 Special Meetings

     The Chairman of Board, the President, the Board or the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose.

     2.3 Place of Meeting

     All meeting shall be held at the principal office of the corporation or at such other place within or without the State of Delaware designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all the stockholders entitled to notice of the meeting.

     2.4 Notice of Meeting

     The Chairman of the Board, the President, the Secretary, the Board, or stockholders calling an annual or special meeting of stockholders as provided for herein, shall cause to be delivered to each stockholder entitled to notice of or to vote at the meeting, either personally or by mail, not less than ten nor more than sixty days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time upon written request of the holders of not less than the number of outstanding shares of

the corporation specified in subsection 2.2 hereof and entitled to vote at the meeting of stockholders to be held on such date and at such place and hour as the secretary may fix, not less than ten nor more than sixty days after receipt of said request, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at such stockholder’s address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when to content of the telegram is delivered to the Telegraph Company. Notice given in any other manner shall be deemed delivered when dispatched to the stockholder’s address, telephone number or other number appearing on the stock transfer records of the corporation.

     2.5 Waiver of Notice

          2.5.1 Waiver in Writing

     Whenever any notice is required to be given to any stockholder under the provisions of the By-laws, the Certificate of Incorporation or the General Corporation Law of the State of Delaware, as now or hereafter amended (the “DGCL”), a waiver thereof in writing, signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

          2.5.2 Waiver by Attendance

     The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

     2.6 Fixing of Record Date for Determining Stockholders

          2.6.1 Meetings

     For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to notice of and to a vote at a meeting of stockholders shall be a the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

2.6.2. Consent to Corporate Action without a Meeting

     For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by Chapter 1 of the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by Chapter 1 of the DGCL, the record date for determining stockholders entitled to consent to corporate action is writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

     2.6.3 Dividends, Distributions and Other Rights

     For the purpose of determining stockholders entitled to receive payment of any dividend or to other distribution of allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the relating thereto.

     2.7 Voting List

     At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such a meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present.

     2.8 Quorum

     A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of

the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less that a quorum.

     2.9 Manner of Acting

     In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the ace of the stockholders, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the DGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy a the meeting shall be the act of such class or classes. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.

     2.10 Proxies

          2.10.1 Appointment

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) the stockholder or such stockholder’s authorized officer, director, employee or agent executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature or (b) by transmitting or authorizing the transmission to the intended holder of the proxy or to a proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

     2.10.2 Delivery to Corporation; Duration

     A proxy shall be filed with the Secretary before of at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment.

     2.11 Voting of Shares

     Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each issue.

     2.12 Voting for Directors

     Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such as stockholder has a right to vote.

     2.13 Action by Stockholders without a Meeting

     Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by all stockholders entitled to vote with respect to the subject matter thereof (as determined in accordance with subsection 2.6.2 hereof) and (b) be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the records of proceeding of meetings of stockholders. Delivery made to the corporation’s registered office shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless written consents signed by a; stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section, within sixty (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the corporation in the manner required by this Section. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of the stockholders.

SECTION 2. BOARD OF DIRECTORS

3.1 General Powers

The Board shall manage the business and affairs of the corporation.

3.2 Number and Tenure

The Board shall be composed of not less than two nor more than five Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these By-laws, but no decrease in the number of Directors shall have the effect of shortening any incumbent Director. Unless a Director dies, resigns, or is removed, he or she shall hold office until the next annual meeting of stockholders or until his or her successor is elected, whichever is later. Directors need not be stockholders of the corporation or residents of the State of Delaware.

3.3 Annual and Regular Meetings

      An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By resolution, the Board or any committee designated by the Board may specify the time and place either within or without the State of Delaware for holding regular meetings thereof without notice than such resolution.

3.4 Special Meetings

Special meetings of the Board or any committee appointed by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or in the case of special Board meetings, any Director and, in the case of any special meeting of the committee appointed by the Board, by the Chairman thereof. The person or persons authorized to call special meetings may fix any place either within or without the State of Delaware as the place for holding any special meeting called by them.

3.5 Meetings by Telephone

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

3.6 Notice of Special Meetings

Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person. Neither the business to be transacted at, nor the

purpose of, any special meeting need be specified in the notice of such meeting.

3.6.1 Personal Delivery

If notice is delivered by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting.

3.6.2 Delivery by Mail

If notice is given by personal delivery, the notice shall be deemed effective if deposited in the official government mail properly addressed to a Director at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting.

3.6.3 Delivery by Private Carrier

If private carrier gives notice, the notice shall be deemed effective when dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

3.6.4 Facsimile Notice

If notice is delivered by wire or wireless equipment which transmits a facsimile of the notice, the notice shall be deemed effective when dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the Corporation.

3.6.5 Delivery by Telegraph

If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company at least two days before the meeting for delivery to a Director at his or her address shown on the records of the corporation.

          3.6.6 Oral Notice

If notice is delivered orally, by telephone or in person, the notice shall be deemed effective if personally given to the Director at least two days before the meeting.

3.7 Waiver of Notice

          3.7.1 In Writing

   Whenever any notice is required to be given to any Director under the provision of these By-laws, the Certificate of Incorporation or the DGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice,

whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board or any committee appointed by the Board need be specified in the waiver of notice of such meeting.

          3.7.2 By Attendance

The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

          3.8 Quorum

A majority of the total number of Director fixed by or in the manner provided in these By-laws or, if vacancies exist on the Board, a majority of the total number of Directors then serving on the Board, provided, however, that such number may not be less than one-third of the total number of Directors fixed by or in the manner provided in these By-laws, shall constitute a quorum for the transaction of business at any Board meeting. If less than majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

          3.9 Manner of Acting

     The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the committee, unless the By-laws, the Certificate of Incorporation or the DGCL requires the vote of a greater number.

          3.10 Presumption of Assent

     A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.

          3.11 Action by Board or Committee Without a Meeting

     Any action which could be taken at a meeting of the board or of any committee appointed by the Board may be taken without a meeting if a written

consent setting forth the action so taken is signed by each of the inserted in the minute book as if it were the minutes of a Board or a committee meeting.

             3.12 Resignation

     Any Director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board, or to the registered office of the corporation. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

             3.13 Removal

     At a meeting of stockholders called expressly for that purpose, one of more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors.

             3.14 Vacancies

Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Director elected to fill a vacancy shall be elected for the unexplored term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board.

             3.15 Committees

3.15.1 Creation an Authority of Committees

     The Board may, by resolution passed by a majority of the number of Directors fixed by or in the manner provided in these By-laws, appoint standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these By-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation to be affixed to all papers which require it; but no such committee shall have the power to authority in reference to (a) amending the Certificate of Incorporation (except that a committee may to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 15(a) of the DGCL, fix the designation, preferences or rights of such shares to the extent permitted under Section 141 of the DGCL), (b) adopting an agreement of merger or consolidation under Sections 251 or 252 of the DGCL, (c) recommending to the

stockholders the sale, lease or exchange or other disposition of all or substantially all of the property and assets of the corporation of a revocation of a dissolution, or (e) amending these By-laws; and, unless expressly provided by resolution of the Board, no such committee shall have the power of authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL.

          3.15.2 Minutes of Meetings

     All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in book kept for that purpose.

          3.15.3 Quorum and Manner of Acting

     A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee.

          3.15.4 Resignation

     Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee. Any such resignation shall not be necessary to make it effective.

          3.16 Compensation

     By Board resolution, Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

          4.1 Number

     The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. One or more Vice Presidents and such other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such periods, have such authority and perform such duties as are provided in these By-laws or

as may be provided by resolution of the Board. The Board may assign any officer any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. The same person may hold any two or more offices.

     4.2 Election Term of Office

     The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns of is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.

     4.3 Resignation

     Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     4.4 Vacancies

     A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board.

          4.6 Chairman of the Board

     If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairman of such meeting.

          4.7 President

     The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairman of the Board and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contract or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these By-laws to some other officer or agent of the corporation or are required by law to otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

          4.8 Vice President

          In the event of the death of the President or his or her inability to act, the Vice President (or if there is more that one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President first elected to such office) shall perform the duties of the President, except as may sign with the Secretary or any Assistant Secretary certificates for shares of the corporation. Vice Presidents shall have, to the extent authorized by the President of the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice-Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

          4.9 Secretary

          The Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation’s records and stock registers, and authentication of the corporation’s records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Secretary may perform the duties of the Secretary.

          4.10 Treasurer

          If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation in bank trust companies or other depositories selected in accordance with the provision of these By-laws; sign certificates for shares of the corporation; and in general perform all the duties incident to the office of Treasurer and such other duties as from tune to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

          4.11 Salaries

          Any person or person to whom the Board has delegated such authority shall fix from time to time by the Board or the salaries of the officers. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

          5.1 Contracts

          The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and delivery any instrument in the name of and on

behalf of the corporation. Such authority may be general or confined to specific instances.

          5.2 Loans to the Corporation

          No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

          5.3 Check, Drafts, Etc.

          All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

          5.4 Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board my select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

          6.1 Issuance of Shares

          No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share.

          6.2 Certificates for Shares

          Certificates representing shares of the corporation shall be signed by the Chairman of the Board or a Vice Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointment shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued, transfer agent or registrar at the date of the issue. All certificates shall include on their face written notice of any restriction which may be imposed on the transferability of such shares be consecutively numbered or otherwise identified.

          6.3 Stock Records

          The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof shall be entered on the stock transfer books of the corporation. The person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

          6.4 Restriction on Transfer

          Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restriction are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificates, on the reverse of the certificate if a reference to the legend is contained on the face which reads substantially as follows:

“The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or any applicable state law, and no interest therein may be sold, distributed, assigned offered, pledged or otherwise transferred unless (a) there is an effective registration statement under such Act and applicable state securities laws covering any such transaction involving said securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration or (c) this corporation otherwise satisfies itself that such transaction is exempt form registration. Neither the offering of the securities nor any offering materials have been reviewed by any administrator under the Securities Act of 1933 or any applicable state law.”

          6.5 Transfer of Shares

          The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of the record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and cancelled.

          6.6 Lost or Destroyed Certificates

          In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

SECTION 7. BOOKS AND RECORDS

          The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.

SECTION 9. SEAL

          The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. IDEMNIFICATION

          10.1 Right to Indemnification

Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or officer of the corporation or that being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged in action in an official capacity as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorney’s fees judgements, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection 10.1 shall be a contract right and shall include the right to be paid by the corporation the expense incurred in defending any such proceeding in provided, however, that if the DGCL requires, an advancement of expenses incurred by an Indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise.

10.2 Right of Indemnitee to Bring Suit

If a claim under subsection 10.1 hereof is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The Indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the Indemnitee is not so entitled.

10.3 Nonexclusivity Rights

The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provision of the Certificate of Incorporation or By-laws of the corporation or otherwise. Notwithstanding any amendment to or repeal of this Section, any indemmnitee shall be entitled to indemnification in accordance with the provision hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

10.4 Insurance, Contracts and Funding

The corporation may insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under DGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provision of this Section and may create a trust fund grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

10.5 Indemnification of Employees and Agents of the Corporation

The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provision of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; agent only if required by the Board.

10.6 Persons Serving other Entities

Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust of other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof.

SECTION 11. AMENDMENTS OR REPEAL

          These By-laws may be amended or repealed and new By-laws may be adopted by the Board. The stockholders may also amend and repeal these By-laws or adopt new By-laws. All By-laws made by the Board may be amended or repealed by the stockholders. Notwithstanding and amendment to Section 10 hereof or repeal of these By-laws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

SECTION 12 OWNERSHIP OR VOTING BY ALIENS

(a)	As used in these By-laws, the word “Alien” shall be construed to include the following and their representatives: an individual not a citizen of the United States of America; a partnership unless a majority of the partners are citizens of the United States of America and have majority interest in the partnership profits; a foreign government; a corporation, joint-stock company or association organized under the laws of a foreign country; and any other corporation, joint-stock company or association directly or indirectly controlled by one or more of the foregoing.
(b)	Not more than one-fifth of the aggregate number of shares of voting stock of the corporation of any stock outstanding shall at any time be owned of record or voted by or for the account of Aliens.
(c)	The ownership of record of shares of stock by or for the account of Aliens and the citizenship of transferees thereof, shall be determined in conformity with

	regulation prescribed by the Board. There shall be maintained separate stock records, a domestic record of shares of stock held by citizens and a foreign record of shares of stock held by Aliens.
(d)	Every certificate representing stock issued or transferred to an Alien shall be marked “Foreign Share Certificate”, but under no circumstances shall certificates representing more than one-fifth of the aggregate number of shares of voting stock of any class outstanding at any one time be so marked, nor shall the total amount of voting stock represented by Foreign Share Certificates, plus the amount of voting stock owned by or for the account of Aliens and represented by certificates not so marked, exceed one fifth of the aggregate number of shares of voting of any class outstanding. Every certificate issued not marked “Foreign Share Certificate” shall be marked “Domestic Share Certificate.” Any stock represented by Foreign Share Certificates may be transferred to either Aliens or non-Aliens.
(e)	If, and so long as, the stock records of the corporation shall disclose that one-fifth of the outstanding shares of voting stock of any class is owned by Aliens, no transfer of shares of such class represented by Domestic Share Certificates shall be made to Aliens, and if it shall be found by the corporation that stock represented by a Domestic Share Certificate is, in fact, held by or for the account of an Alien, the holder of such stock shall not be entitled to vote, to receive dividends or to have any other rights, except the right to transfer such stock to a citizen of the United States of America.
(f)	The corporation shall not be owned or controlled directly of indirectly by any other corporation of which any officer or more than one-fourth of the directors are Aliens, or of which more than one-fourth of the stock is owned of record or voted by Aliens.
(g)	The Board may, at any time and from time to time, adopt such other provisions as the Board may deem necessary or desirable to comply with the provisions of Section 301 (a) of the Federal Communications Act as now in effect or as it may hereafter from time to time be amended, and to carry out the provisions of this Section 12 and of Article 12 of the Restated Certificate of Incorporation.

* * *

EX-3.61

Exhibit 3.61

CERTIFICATE OF FORMATION
Of
WWHO BROADCASTING, LLC

NAME

     The name of the limited liability company is WWHO Broadcasting, LLC.

REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation is 2711 Centerville Road, Suite 400, Wilmington, DE 19808; and the name of the registered agent of the corporation in the State of Delaware is the Corporation Service Company.

Dated: January 14, 2005	/s/ Marcia L. Greene
	Marcia L. Greene

EX-3.62

Exhibit 3.62

LIMITED LIABILITY COMPANY AGREEMENT
OF
WWHO Broadcasting, LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.) (the “Act”), and do hereby certify and agree as follows:

     1. Name. The name of the Company shall be WWHO Broadcasting, LLC, or such other name as the Managing Member may from time to time hereafter designate.

     2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Managing Member” means LIN Television Corporation, a Delaware corporation (“LIN”), and all other persons or entities admitted as additional or substitute Managing Members pursuant to this Agreement, so long as they remain Managing Members.

“Non-Managing Members” means all persons or entities admitted as additional or substitute Non-Managing Members pursuant to this Agreement, so long as they remain Non-Managing Members and are so listed on Schedule A, if any.

“Members” means those persons or entities who from time to time are the Managing Member and the Non-Managing Members, if any.

     2. Purpose. The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, to serve as the entity designated as the licensee for television broadcast stations owned by LIN in the State of Ohio and to engage in any lawful act or activity which limited liability corporations may be organized under the Delaware General Corporation Law.

1

4. Offices.

(a)	The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may from time to time designate to the Non-Managing Members.
(b)	The registered office of the Company in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Service Company.

4. Members. The name and business or residence address of each Member of the Company is set forth on Schedule A attached hereto.

5. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 15 of this Agreement.

6. Management of the Company.

(a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act, including, without limitation, the power to (i) open, maintain and close bank accounts and to take all actions it deems necessary or

2

advisable for the administration of such accounts, (ii) appoint and designate the responsibilities of such officers of the Company from time to time as the Managing Member deems necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company; and the subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b) No Non-Managing Member, in his status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

7. Liability of Members; Indemnification.

(a)

Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.

(b)

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Managing Member, each Member and any officer, employee or agent of the Company from and against any and all losses, claims, damages, liabilities or expenses or whatever nature (each a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a

3

court of competent jurisdiction has made a final determination that such Claim resulted directly from the gross negligence, bad faith or willful misconduct of such person.

     9. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree.

     10. Assignments of Membership Interest.

          (a) No Non-Managing Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of his interest in the Company, nor shall any Non-Managing Member have the power to substitute a transferee in his place as a substitute Non-Managing Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

          (b) The Managing Member may not transfer all or any part of its interest in the Company, nor shall the Managing Member have the power to substitute a transferee in its place as a substitute Managing Member, without, in either event, having obtained the consent of all of the Non-Managing Members.

     11. Withdrawal. Non-Non-Managing Member shall have the right to withdraw from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the withdrawing Non-Managing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Non-Managing Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

     12. Additional Members. The Managing Member shall have the right to admit additional Non-Managing Members upon such terms and conditions, at such time or times, and

4

for such capital contributions as shall be determined by the Managing Member; and in connection with any such admission, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Non-Managing Member.

     13. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their contributions to the Company as set forth on Schedule A hereto.

     14. Return of Capital. No Non-Managing Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Non-Managing Member, which include a return of all or any part of such Non-Managing Member’s capital contribution, provided that upon the dissolution of the company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

     15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) December 31, 2030

          (b) The determination of the Managing Member to dissolve the Company; or

          (c) The bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, provided, however, the Company shall not be dissolved if, within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the

5

business of the Company and to the appointment, effective as of the date of such event, of one (1) or more additional Members of the Company.

     16. Amendments. This Agreement may be amended only upon the written consent of all Members.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of January 14, 2005.

LIN TELEVISION CORPORATION
By	/s/ Gregory M. Schmidt
	Gregory M. Schmidt

6

SCHEDULE A

WWHO Broadcasting, LLC
Members

Name	Address	Capital Contribution
Managing Member:
LIN Television Corporation	Four Richmond Square Providence, RI 02906	$	1,000.00

EX-3.65

Exhibit 3.65

CERTIFICATE OF FORMATION
Of
LIN of Alabama, LLC

NAME

     The name of the limited liability company is LIN of Alabama, LLC.

REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation is 2711 Centerviile Road, Suite 400, Wilmington, DE 19808; and the name of the registered agent of the corporation in the State of Delaware is the Corporation Service Company.

Dated: August 23, 2005	/s/ Marcia L. Greene
	Marcia L. Greene
	Ast. Secretary/Authorized Person

EX-3.66

Exhibit 3.66

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIN of Alabama, LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101, et seq.) (the “Act”), and do hereby certify and agree as follows:

     1. Name. The name of the Company shall be LIN of Alabama, LLC, or such other name as the Managing Member may from time to time hereafter designate.

     2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Managing Member” means LIN Television Corporation, a Delaware corporation (“LIN”), and all other persons or entities admitted as additional or substitute Managing Members pursuant to this Agreement, so long as they remain Managing Members.

“Non-Managing Members” means all persons or entities admitted as additional or substitute Non-Managing Members pursuant to this Agreement, so long as they remain Non-Managing Members and are so listed on Schedule A, if any.

“Members” means those persons or entities who from time to time are the Managing Member and the Non-Managing Members, if any.

     2. Purpose. The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, to serve as the entity designated as the licensee for television broadcast stations owned by LIN in the State of Ohio and to engage in any lawful act or activity which limited liability corporations may be organized under the Delaware General Corporation Law.

1

4. Offices.

(a)	The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may from time to time designate to the Non-Managing Members.
(b)	The registered office of the Company in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Service Company.

4.	Members. The name and business or residence address of each Member of the Company is set forth on Schedule A attached hereto.
5.	Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 15 of this Agreement.

6. Management of the Company.

(a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act, including, without limitation, the power to (i) open, maintain and close bank accounts and to take all actions it deems necessary or

2

advisable for the administration of such accounts, (ii) appoint and designate the responsibilities of such officers of the Company from time to time as the Managing Member deems necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company; and the subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b) No Non-Managing Member, in his status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

7. Liability of Members: Indemnification.

(a)

Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.

(b)

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Managing Member, each Member and any officer, employee or agent of the Company from and against any and all losses, claims, damages, liabilities or expenses or whatever nature (each a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a

3

court of competent jurisdiction has made a final determination that such Claim resulted directly from the gross negligence, bad faith or willful misconduct of such person.

     9. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree.

     10. Assignments of Membership Interest.

          (a) No Non-Managing Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of his interest in the Company, nor shall any Non-Managing Member have the power to substitute a transferee in his place as a substitute Non-Managing Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

          (b) The Managing Member may not transfer all or any part of its interest in the Company, nor shall the Managing Member have the power to substitute a transferee in its place as a substitute Managing Member, without, in either event, having obtained the consent of all of the Non-Managing Members.

     11. Withdrawal. Non-Non-Managing Member shall have the right to withdraw from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the withdrawing Non-Managing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Non-Managing Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

     12. Additional Members. The Managing Member shall have the right to admit additional Non-Managing Members upon such terms and conditions, at such time or times, and

4

for such capital contributions as shall be determined by the Managing Member; and in connection with any such admission, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Non-Managing Member.

     13. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their contributions to the Company as set forth on Schedule A hereto.

     14. Return of Capital. No Non-Managing Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Non-Managing Member, which include a return of all or any part of such Non-Managing Member’s capital contribution, provided that upon the dissolution of the company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

     15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) December 31, 2030

          (b) The determination of the Managing Member to dissolve the Company; or

          (c) The bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, provided, however, the Company shall not be dissolved if, within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the

5

business of the Company and to the appointment, effective as of the date of such event, of one (I) or more additional Members of the Company.

     16. Amendments. This Agreement may be amended only upon the written consent of all Members.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of August 24, 2005.

LIN TELEVISION CORPORATION
By	/s/ Gregory M. Schmidt
	Gregory M. Schmidt

6

EX-3.67

Exhibit 3.67

CERTIFICATE OF FORMATION
Of
LIN of Colorado, LLC

NAME

     The name of the limited liability company is LIN of Colorado, LLC.

REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation is 2711 Centerville Road, Suite 400, Wilmington, DE 19808; and the name of the registered agent of the corporation in the State of Delaware is the Corporation Service Company.

Dated: August 23, 2005.	/s/ Marcia L. Greene
	Marcia L. Greene
	Ast. Secretary/Authorized Person

EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIN of Colorado, LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§18-10], et seq.) (the “Act”), and do hereby certify and agree as follows:

     1. Name. The name of the Company shall be LIN of Colorado, LLC, or such other name as the Managing Member may from time to time hereafter designate.

     2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Managing Member” means LIN Television Corporation, a Delaware corporation (“LIN”), and all other persons or entities admitted as additional or substitute Managing Members pursuant to this Agreement, so long as they remain Managing Members.

“Non-Managing Members” means all persons or entities admitted as additional or substitute Non-Managing Members pursuant to this Agreement, so long as they remain Non-Managing Members and are so listed on Schedule A, if any.

“Members” means those persons or entities who from time to time are the Managing Member and the Non-Managing Members, if any.

     2. Purpose. The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, to serve as the entity designated as the licensee for television broadcast stations owned by LIN in the State of Ohio and to engage in any lawful act or activity which limited liability corporations may be organized under the Delaware General Corporation Law.

1

4. Offices.

(a)	The principal place of business and office of the Company shall be located at and the Company’s business shall be conducted from, such place or places as the Managing Member may from time to time designate to the Non-Managing Members.
(b)	The registered office of the Company in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Service Company.

4.	Members. The name and business or residence address of each Member of the Company is set forth on Schedule A attached hereto.
5.	Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 15 of this Agreement.
6.	Management of the Company.

(a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act, including, without limitation, the power to (i) open, maintain and close bank accounts and to take all actions it deems necessary or

2

advisable for the administration of such accounts, (ii) appoint and designate the responsibilities of such officers of the Company from time to time as the Managing Member deems necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company; and the subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b) No Non-Managing Member, in his status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

7. Liability of Members: Indemnification.

(a)

Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.

(b)

To the fullest extent permitted by law. the Company shall indemnify and hold harmless the Managing Member, each Member and any officer, employee or agent of the Company from and against any and all losses, claims, damages, liabilities or expenses or whatever nature (each a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a

3

court of competent jurisdiction has made a final determination that such Claim resulted directly from the gross negligence, bad faith or willful misconduct of such person.

     9. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree.

     10. Assignments of Membership Interest.

          (a) No Non-Managing Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of his interest in the Company, nor shall any Non-Managing Member have the power to substitute a transferee in his place as a substitute Non-Managing Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

          (b) The Managing Member may not transfer all or any part of its interest in the Company, nor shall the Managing Member have the power to substitute a transferee in its place as a substitute Managing Member, without, in either event, having obtained the consent of all of the Non-Managing Members.

     11. Withdrawal. Non-Non-Managing Member shall have the right to withdraw from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the withdrawing Non-Managing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Non-Managing Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

     12. Additional Members. The Managing Member shall have the right to admit additional Non-Managing Members upon such terms and conditions, at such time or times, and

4

for such capital contributions as shall be determined by the Managing Member; and in connection with any such admission, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Non-Managing Member.

     13. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their contributions to the Company as set forth on Schedule A hereto.

14. Return of Capital. No Non-Managing Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Non-Managing Member, which include a return of all or any part of such Non-Managing Member’s capital contribution, provided that upon the dissolution of the company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) December 31, 2030

          (b) The determination of the Managing Member to dissolve the Company; or

          (c) The bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, provided, however, the Company shall not be dissolved if within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the

5

business of the Company and to the appointment, effective as of the date of such event, of one (1) or more additional Members of the Company.

     16. Amendments. This Agreement may be amended only upon the written consent of all Members.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of August 24, 2005.

LIN TELEVISION CORPORATION
By	/s/ Gregory M. Schmidt
	Gregory M. Schmidt

6

EX-3.69

Exhibit 3.69

CERTIFICATE OF FORMATION
Of
LIN of New Mexico, LLC

NAME

     The name of the limited liability company is LIN of New Mexico, LLC.

REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation is 2711 Centerville Road, Suite 400, Wilmington, DE 19808; and the name of the registered agent of the corporation in the State of Delaware is the Corporation Service Company.

Dated: August 23, 2005.	/s/ Marcia L. Greene
	Marcia L. Greene
	Ast. Secretary/Authorized Person

EX-3.70

Exhibit 3.70

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIN of New Mexico, LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§18-101. et seq. (the “Act”), and do hereby certify and agree as follows:

     1. Name. The name of the Company shall be LIN of New Mexico, LLC, or such other name as the Managing Member may from time to time hereafter designate.

     2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Managing Member” means LIN Television Corporation, a Delaware corporation (“LIN”), and all other persons or entities admitted as additional or substitute Managing Members pursuant to this Agreement, so long as they remain Managing Members.

“Non-Managing Members” means all persons or entities admitted as additional or substitute Non-Managing Members pursuant to this Agreement, so long as they remain Non-Managing Members and are so listed on Schedule A, if any.

“Members” means those persons or entities who from time to time are the Managing Member and the Non-Managing Members, if any.

     2. Purpose. The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, to serve as the entity designated as the licensee for television broadcast stations owned by LIN in the State of Ohio and to engage in any lawful act or activity which limited liability corporations may be organized under the Delaware General Corporation Law.

1

4. Offices.

(a)	The principal place of business and office of the Company shall be located at, and the Company’s business shall he conducted from, such place or places as the Managing Member may from time to time designate to the Non-Managing Members.
(b)	The registered office of the Company in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Service Company.

4.	Members. The name and business or residence address of each Member of the Company is set forth on Schedule A attached hereto.
5.	Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 15 of this Agreement.
6.	Management of the Company.

(a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act, including, without limitation, the power to (i) open, maintain and close bank accounts and to take all actions it deems necessary or

2

advisable for the administration of such accounts, (ii) appoint and designate the responsibilities of such officers of the Company from time to time as the Managing Member deems necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company; and the subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b)

No Non-Managing Member, in his status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

7. Liability of Members; Indemnification.

(a)

Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.

(b)

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Managing Member, each Member and any officer, employee or agent of the Company from and against any and all losses, claims, damages, liabilities or expenses or whatever nature (each a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a

3

court of competent jurisdiction has made a final determination that such Claim resulted directly from the gross negligence, bad faith or willful misconduct of such person.

     9. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree.

     10. Assignments of Membership Interest.

          (a) No Non-Managing Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of his interest in the Company, nor shall any Non-Managing Member have the power to substitute a transferee in his place as a substitute Non-Managing Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

          (b) The Managing Member may not transfer all or any part of its interest in the Company, nor shall the Managing Member have the power to substitute a transferee in its place as a substitute Managing Member, without, in either event, having obtained the consent of all of the Non-Managing Members.

     11. Withdrawal. Non-Non-Managing Member shall have the right to withdraw from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the withdrawing Non-Managing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Non-Managing Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

     12. Additional Members. The Managing Member shall have the right to admit additional Non-Managing Members upon such terms and conditions, at such time or times, and

4

for such capital contributions as shall be determined by the Managing Member; and in connection with any such admission, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Non-Managing Member.

     13. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their contributions to the Company as set forth on Schedule A hereto.

     14. Return of Capital. No Non-Managing Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Non-Managing Member, which include a return of all or any part of such Non-Managing Member’s capital contribution, provided that upon the dissolution of the company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

     15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) December 31, 2030

          (b) The determination of the Managing Member to dissolve the Company; or

          (c) The bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, provided, however, the Company shall not be dissolved if, within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the

5

business of the Company and to the appointment, effective as of the date of such event, of one (1) or more additional Members of the Company.

     16. Amendments. This Agreement may be amended only upon the written consent of all Members.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of August 24, 2005.

LIN TELEVISION CORPORATION
By	/s/ Gregory M. Schmidt
	Gregory M. Schmidt

6

EX-3.71

Exhibit 3.71

CERTIFICATE OF FORMATION
Of
LIN of Wisconsin, LLC

NAME

     The name of the limited liability company is LIN of Wisconsin, LLC.

REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation is 2711 Centerville Road, Suite 400, Wilmington, DE 19808; and the name of the registered agent of the corporation in the State of Delaware is the Corporation Service Company.

Dated: August 23, 2005	/s/ Marcia L. Greene
	Marcia L. Greene
	Ast. Secretary/Authorized Person

EX-3.72

Exhibit 3.72

LIMITED LIABILITY COMPANY AGREEMENT
OF
LIN of Wisconsin, LLC

THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seg.) (the “Act”), and do hereby certify and agree as follows:

     1. Name. The name of the Company shall be LIN of Wisconsin, LLC, or such other name as the Managing Member may from time to time hereafter designate.

     2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Managing Member” means LIN Television Corporation, a Delaware corporation (“LIN”), and all other persons or entities admitted as additional or substitute Managing Members pursuant to this Agreement, so long as they remain Managing Members.

“Non-Managing Members” means all persons or entities admitted as additional or substitute Non-Managing Members pursuant to this Agreement, so long as they remain Non-Managing Members and are so listed on Schedule A, if any.

“Members” means those persons or entities who from time to time are the Managing Member and the Non-Managing Members, if any.

     2. Purpose. The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, to serve as the entity designated as the licensee for television broadcast stations owned by LIN in the State of Ohio and to engage in any lawful act or activity which limited liability corporations may be organized under the Delaware General Corporation Law.

1

     4. Offices.

(a)	The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may from time to time designate to the Non-Managing Members.
(b)	The registered office of the Company in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Service Company.

     4. Members. The name and business or residence address of each Member of the Company is set forth on Schedule A attached hereto.

     5. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 15 of this Agreement.

     6. Management of the Company.

(a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act, including, without limitation, the power to (i) open, maintain and close bank accounts and to take all actions it deems necessary or

2

advisable for the administration of such accounts, (ii) appoint and designate the responsibilities of such officers of the Company from time to time as the Managing Member deems necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company; and the subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

(b)

No Non-Managing Member, in his status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

     7. Liability of Members: Indemnification.

(a)

Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.

(b)

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Managing Member, each Member and any officer, employee or agent of the Company from and against any and all losses, claims, damages, liabilities or expenses or whatever nature (each a “Claim”), as incurred, arising out of or relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a

3

court of competent jurisdiction has made a final determination that such Claim resulted directly from the gross negligence, bad faith or willful misconduct of such person.

     9. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree.

     10. Assignments of Membership Interest.

          (a) No Non-Managing Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of his interest in the Company, nor shall any Non-Managing Member have the power to substitute a transferee in his place as a substitute Non-Managing Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

          (b) The Managing Member may not transfer all or any part of its interest in the Company, nor shall the Managing Member have the power to substitute a transferee in its place as a substitute Managing Member, without, in either event, having obtained the consent of all of the Non-Managing Members.

     11. Withdrawal. Non-Non-Managing Member shall have the right to withdraw from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the withdrawing Non-Managing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Non-Managing Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

     12. Additional Members. The Managing Member shall have the right to admit additional Non-Managing Members upon such terms and conditions, at such time or times, and

4

for such capital contributions as shall be determined by the Managing Member; and in connection with any such admission, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Non-Managing Member.

     13. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their contributions to the Company as set forth on Schedule A hereto.

     14. Return of Capital. No Non-Managing Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Non-Managing Member, which include a return of all or any part of such Non-Managing Member’s capital contribution, provided that upon the dissolution of the company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

     15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) December 31, 2030

          (b) The determination of the Managing Member to dissolve the Company; or

          (c) The bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, provided, however, the Company shall not be dissolved if, within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the

5

business of the Company and to the appointment, effective as of the date of such event, of one (1) or more additional Members of the Company.

     16. Amendments. This Agreement may be amended only upon the written consent of all Members.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of August 24, 2005.

LIN TELEVISION CORPORATION
By	/s/ Gregory M. Schmidt
	Gregory M. Schmidt

6

EX-3.73

Exhibit 3.73

CERTIFICATE OF INCORPORATION

OF

S & E NETWORK INC.

(Incorporated under the laws of the Commonwealth of Puerto Rico)

     FIRST: The name of this corporation is S & E Network Inc. (hereinafter referred to as the “Corporation”).

     SECOND: Its principal office and place of business in the Commonwealth of Puerto Rico is to be located at Hipodromo El Comandante, State Road #3, Kilometer 15.3, Canovanas, Puerto Rico 00729. The Agent in charge thereof is Mr. Donald G. Blakeman, with offices at Hipodromo El Comandante, State Road #3, Kilometer 15.3, Canovanas, Puerto Rico 00729.

     THIRD: The nature of the business and the object and purposes proposed to be transacted, promoted and carried on for pecuniary profit are:

1.

To acquire, own, lease, rent and operate television broadcasting stations, with any and all types of transmission facilities; to apply for, receive and hold all licenses that may be necessary or required from any licensing agency, federal, state or foreign; to do any and all things necessarily incident to the operation of such broadcasting stations, including but not limited to contracting for transmission of programs and entering into any other contracts as the board of directors of the corporation may, from time to time, deem proper and expedient.

2.

To engage in any commercial, mercantile, manufacturing, industrial, or trading business of any kind, character or description whatsoever, and to do all things incidental to any such business; to manufacture, purchase or otherwise acquire, to lease, pledge, mortgage, sell or otherwise dispose of, and to trade in and deal in any and every kind of commodity, merchandise, article of commerce, machinery, equipment, material and product, manufactured or unmanufactured, whether real, personal or mixed.

3.	To acquire by purchase, lease or otherwise, any property or any interest therein, of any kind, character or description, whether tangible or intangible, and to hold, own, occupy, use, improve, sell, grant, lease, sublease, mortgage, exchange, distribute, transfer or otherwise deal in, convey, encumber or dispose of said property or any interest therein or any part therein.
4.	To acquire by purchase, lease or otherwise, and to build, construct or erect, or cause to be built, constructed or erected, plants, factories, buildings, structures, works and improvements of any kind, character and description, with any and all appurtenances; to make or cause to be made, any repairs, renewals, replacements, alterations, enlargements, extensions, additions, betterments and improvements thereto; to outfit, equip, furnish and decorate or cause to be outfitted, equipped, furnished and decorated, any and all such plants, factories, buildings, structures, works and improvements, and to hold, use, manage, supervise, operate, lease, sublease, mortgage, exchange, sell, grant, transfer or otherwise encumber or dispose of said plants, factories, buildings, structures, works and improvements or any part thereof.
5.	To apply for purchase, or otherwise acquire, own, hold, develop, use, lease, grant licenses, or other rights in respect of, sell, assign or otherwise dispose of or contract with respect to letters, patent of the United States of America and of any foreign country, patent right, licenses and privileges, inventions, improvements and processes, trademarks, tradenames and copyrights relating to any process, material, machinery, equipment, apparatus or product whatsoever.
6.	To act in any capacity whatsoever as selling, financial, commercial or business agent, factor, broker or representative, general or special, for any person.
7.	To make, enter into, and carry out any contracts or arrangements of any kind, character or description with any person, firm, association, corporation or governmental unit, agency or instrumentality; to obtain therefrom or otherwise to acquire, whether by purchase, lease, assignment or otherwise, any powers, rights, privileges, immunities, franchises, guaranties, grants and concessions; and to acquire, hold, own, exercise, exploit, dispose of and realize upon the same.
8.	To cause or allow the legal title to, or any legal or equitable interest in any security or any other real or personal property of the Corporation to remain or be vested or registered in the name of any other person,

2

	whether upon trust for, or as agent or nominee of the Corporation, or otherwise for its account or benefit.
9.	To acquire and to pay for in cash, capital stock, bonds, notes or other securities or evidences of indebtedness of the Corporation, all or any part of the goodwill, rights, properties and business of, and in connection therewith, to assume any liabilities or any obligations of any person, firm, association, corporation or governmental unit, agency or instrumentality, and to hold, manage, use, and in any manner dispose of the whole or any part of the goodwill, rights, properties or business so acquired.
10.	Without limit as to amount, to borrow money from any bank, lending institution, or other person, firm, association or corporation; to draw, make, accept, endorse, discount, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and nonnegotiable instruments and evidences of indebtedness; to secure the payment thereof and of the interest thereon by any mortgage upon, or pledge, conveyance or assignment in trust of, the whole or any part of the properties of the Corporation, real, personal or mixed, whether at the time owned or thereafter acquired; and to sell, assign, mortgage, pledge or otherwise dispose of any such bonds or other evidences of indebtedness issued by the Corporation.
11.	To loan, with or without security, money and securities of every kind to, and endorse, guarantee or otherwise secure the bonds, notes, or other securities of any person, firm, association or corporation.
12.	To acquire by purchase, or otherwise to hold and to sell, assign, transfer, mortgage, pledge, hypothecate, exchange or otherwise encumber or dispose of the capital stock, bonds, notes or other evidence of indebtedness of any individual, firm, corporation, (including this Corporation) or governmental unit, agency or instrumentality, and while the owner thereof, to execute all of the rights, powers and privileges of ownership, including but not limited to the right to vote thereon and to give consent with respect thereto, whether by proxy or otherwise.
13.	In the manner and to the extent now or hereafter permitted by the laws of the Commonwealth of Puerto Rico, to acquire by purchase or otherwise to hold, and to sell, assign, transfer, reissue, cancel, mortgage, pledge, hypothecate, exchange or otherwise encumber or dispose of the capital stock of the Corporation, and while the owner

3

	thereof, to exercise all of the rights, powers and privileges of ownership to the extent, now or hereafter permitted by the laws of said Commonwealth of Puerto Rico.
14.	To issue in payment for any property, real, personal or mixed, or any interest or estate therein, which may be purchased or otherwise acquired by the Corporation, or for any labor done for, or on behalf of the Corporation, or for any obligation incurred by it, the capital stock, bonds, notes or other securities or evidences of indebtedness of the Corporation, upon such terms and conditions as may be prescribed from time to time by the Board of Directors.
15.	To enter into any partnership, special or limited partnership or joint venture organized under or with reference to the laws of the Commonwealth of Puerto Rico or any other jurisdiction, in connection with any business, object, purpose or power of the Corporation.
16.	To conduct and carry on any business not contrary to the laws of the Commonwealth of Puerto Rico and to have and exercise all of the powers conferred by the laws of the said Commonwealth upon the Corporation formed thereunder; to do any and all of the acts and things herein provided for, to the same extent as natural persons could do, and as principal, factor, broker, agent, contractor, representative, or otherwise, either alone or in conjunction with one or more persons, firms, associations, corporations or governmental units, agencies or instrumentalities; to establish and maintain offices and agencies within and anywhere outside of the Commonwealth of Puerto Rico; and to carry on any and all business, objects and purposes of the Corporation, and exercise any and all corporate rights, powers, and privileges in any part of the world.
17.	To do any and all such other things, and to possess, exercise and enjoy all such other rights, privileges and powers, as may be necessary, proper, advisable or convenient for the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein provided for, and to do every other act and thing incidental thereto in connection therewith.
18.	To have one or more offices, to carry on all or any of its operations and business, and without restriction or limit as to amount, to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of real and personal property of every class, and

4

description in the Commonwealth of Puerto Rico and in any of the states, districts, territories or possessions of the United States, and in any and all foreign countries, subject to the laws of such state, district, territory or possession or country; provided, however, that the Corporation, with respect to real property located in the Commonwealth of Puerto Rico, shall be subject, to the provisions of Section 14 of Article VI of the Constitution of the Commonwealth of Puerto Rico.

     The foregoing clauses shall be construed as powers as well as objects and purposes and the matters expressed in each clause shall, except as otherwise expressly provided, be in no way limited by reference to, or inference from, the terms of any other clause, but shall be regarded as independent objects, purposes and powers. The enumeration of specific objects, purposes and powers shall not be construed to limit or restrict in any manner the meaning of the general terms on which the general powers of the Corporation are described herein, nor shall the expression of one power, object or purpose be deemed to exclude another not expressed, although it be of like nature. The Corporation shall possess, exercise and enjoy all of the rights, privileges and powers granted to or conferred upon corporations by the laws of the Commonwealth of Puerto Rico, as well as by any laws, which may be hereafter enacted amending, supplementing or replacing the same. The foregoing enumeration of specific powers is not intended to be exclusive of, or to be a waiver of any of the powers, rights, or privileges granted or conferred by said laws, now or hereafter in force.

     FOURTH: The authorized capital of the Corporation shall be ONE MILLION DOLLARS ($1,000,000) consisting of two classes of shares to be designated respectively “Common” and “Class A

5

Preferred Stock”. The total number of shares of Common Stock which the Corporation shall have authority to issue is FIVE HUNDRED THOUSAND (500,000) with a par value of ONE DOLLAR ($1.00) per share. The total number of shares of Class A Preferred Stock which the Corporation shall have authority to issue is FIVE HUNDRED THOUSAND (500,000) with a par value of ONE DOLLAR ($1.00) per share.

     The preferences, privileges, rights and restrictions granted or imposed on the Class A Preferred Stock are as follows:

          (a) Dividends. (i) The dividends per share, if any, payable on the Class A Preferred Stock shall be determined from time to time by the Board of Directors of the Corporation. Notwithstanding anything herein to the contrary, the aggregate dividend declared by the Board of Directors and paid on the shares of Class A Preferred Stock issued and outstanding shall be, in no case, less than ninety-five (95%) of the aggregate dividend then declared by the Board of Directors and paid on all classes of capital stock. Dividends on the Class A Preferred Stock shall be payable on a date to be established by the Board of Directors (such date is referred to herein as a “Class A Preferred Dividend Payment Date”). Each such dividend shall be paid to the holders of record of shares of Class A Preferred Stock as they appear on the stock books of the Corporation on a record date to be established by the Board of Directors that is not more than 50 nor less than 10 days preceding the applicable Class A Preferred Dividend Payment Date.

6

             (ii) So long as any shares of Class A Preferred Stock are outstanding, unless the dividend provided in Paragraph (b) (i) has been paid (or declared and a sum sufficient for the payment thereof has been set apart for such payment), no dividends (including a dividend in the form of Common Stock or any other preferred or special stock) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or any other preferred or special stock by the Corporation.

          (b) Voting. Except as may be provided by law, in this Paragraph (b) or in this Certificate of Incorporation, holders of shares of Class A Preferred Stock shall not have any voting powers, either general or special. Notwithstanding the above, except as otherwise provided by law, the Corporation shall not amend, alter or repeal any of the voting rights, designations, preferences or other rights of the holders of shares of Class A Preferred Stock so as to adversely affect such voting rights, designations, preferences or other rights, without the vote or consent of all the holders of the outstanding shares of Class A Preferred Stock, voting or consenting separately as a class. For purposes of this Paragraph (b) , the holders of shares of Class A Preferred Stock shall have one vote per share.

          (c) Liquidation Rights. (i) Upon the dissolution, liquidation or winding up of the Corporation, the holders of the shares of Class A Preferred Stock shall be entitled to receive and to be paid out ninety-five percent (95%) of the total assets of the Corporation available for distribution to its stockholders, before

7

thereof, or to any other person, for any loss incurred by it under or by reason of such contract or transaction, nor shall any such stockholder or director be accountable for any gains or profits realized thereon.

     TENTH: The directors and/or stockholders of the Corporation may put into effect and carry out such stock, employee benefit or retirement plans as may from time to time be approved by such directors and/or stockholders for the distribution among the officers and employees of the Corporation, or any of them, in addition to their regular salaries or wages if any, of part of the earnings of the Corporation, in consideration or in recognition of the services rendered by such officers and employees or as an inducement to future efforts. No such stock, employee benefit or retirement plan shall be invalidated or in any way affected by the fact that any stockholder or director shall be a beneficiary thereunder or shall vote for any such stock, employee benefit or retirement plan under which such stockholder or director may employee benefit or for any distribution thereunder in which such stockholder or director may participate.

     ELEVENTH: The stockholders and directors may hold their meetings, and the Corporation may have an office or offices, outside of the Commonwealth of Puerto Rico. Any action required or permitted by law to be taken at any annual or special meeting of stockholders of this Corporation, including but not limited to, the election of directors, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in

10

writing setting forth the action so taken, are signed by all of the stockholders who would have been entitled to vote upon the action if such meetings were held.

     TWELFTH: The books of the Corporation may be kept (subject to any provisions contained in the statutes of the Commonwealth of Puerto Rico or in the statutes of any state in which the Corporation may qualify to do business) outside of the Commonwealth of Puerto Rico at such place or places as may from time to time be designated by the Board of Directors or in the By-laws of the Corporation.

     THIRTEENTH: In furtherance, and not in limitation of the powers conferred by the laws of the Commonwealth of Puerto Rico, the Board of Directors of the Corporation is expressly authorized:

1.	To make, alter or repeal the By-laws of the Corporation, subject to the authority of the stockholders to alter or repeal the By-laws approved by the Board of Directors.
2.	By resolution passed by a majority of the whole Board of Directors, to designate one or more committees to consist of two or more of the directors of the Corporation, which to the extent provided in the resolution or in the By laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee (s) shall have such name(s) as may be stated in the By-laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
3.	To exercise all the powers of the Corporation except those conferred by law, by this Certificate of Incorporation or by the By-laws of the Corporation upon the stockholders.

     FOURTEENTH: The following provisions shall apply to the indemnification of officers, directors, employees and agents and

11

the purchase of insurance on behalf of any of them by the Corporation:

     1. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     2. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

     3. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise

12

in defense of any action, suit or proceeding referred to in subsections (1) and (2) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

     4. Any indemnification under subsections 1 and 2 of this section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in subsections 1 and 2 of this section. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

     5. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

     6. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

     7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this section.

     8. For purposes of this section, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent

13

of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employee or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

     9. For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this section.

     10. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

     FIFTEENTH: Directors may be removed, with or without cause, at any time by either:

1.	the vote of the holders of a majority of the stock of the Corporation issued and outstanding and entitled to vote and present, in person or by proxy at any meeting of stockholders called for the purpose; or
2.	an instrument or instruments in writing addressed to the Board of Directors directing such removal and signed by the holders of all the shares of capital stock of the Corporation issued and outstanding and entitled to vote;
3.	Upon the occurrence of any of the above described events, the term of each such director who shall be so removed shall terminate.

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     SIXTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation and to add any other provisions authorized by the laws of the Commonwealth of Puerto Rico, in the manner now or hereafter prescribed by such laws.

     IN WITNESS WHEREOF, we, the undersigned, being all of the Incorporators hereinabove stated, have hereunto set our respective hands and seals.

     At San Juan, Puerto Rico, this 21st day of September, 1994.

/s/ Francis Ramos

Francis Ramos

/s/ Amneriz Veloso

Amneriz Veloso

/s/ Mayobanex Luna

Mayobanex Luna

AFFIDAVIT NO. 700

     Sworn and subscribed to before me by Francis Ramos, of legal age, single, legal assistant, and resident of Guaynabo, Puerto Rico; Mayobanex Luna, of legal age, married, legal assistant, and resident of Hato Rey, Puerto Rico; and Amneriz Veloso, of legal age, single, legal assistant and resident of Bayamon, Puerto Rico. To me personally known at San Juan, Puerto Rico, this 21st day of September, 1994.

JOSE JULIAN ALVAREZ MACDONADO

NOTARY PUBLIC

15

EX-3.74

Exhibit 3.74

AMENDED & RESTATED
BY-LAWS
OF
S & E NETWORK, INC.

Originally adopted on August 2, 2001
Amendments are listed on p. i

S & E NETWORK, INC.

AMENDMENTS

		Date of
Section	Effect of Amendment	Amendment

 i

CONTENTS

				page
SECTION 1. OFFICES					1
SECTION 2. STOCKHOLDERS					1
	2.1	Annual Meeting			1
	2.2	Special Meetings			1
	2.3	Place of Meeting			1
	2.4	Notice of Meeting			1
	2.5	Waiver of Notice			2
		2.5.1	Waiver in Writing		2
		2.5.2	Waiver by Attendance		2
	2.6	Fixing of Record Date for Determining Stockholders			2
		2.6.1	Meetings		2
		2.6.2	Consent to Corporate Action Without a Meeting		3
		2.6.3	Dividends, Distributions and Other Rights		3
	2.7	Voting List			3
	2.8	Quorum			4
	2.9	Manner of Acting			4
	2.10	Proxies			4
		2.10.1	Appointment		4
		2.10.2	Delivery to Corporation; Duration		5
	2.11	Voting of Shares			5
	2.12	Voting for Directors			5
	2.13	Action by Stockholders Without a Meeting			5
SECTION 3. BOARD OF DIRECTORS					6

 ii

3.1	General Powers		6
3.2	Number and Tenure		6
3.3	Annual and Regular Meetings		6
3.4	Special Meetings		6
3.5	Meetings by Telephone		7
3.6	Notice of Special Meetings		7
	3.6.1	Personal Delivery	7
	3.6.2	Delivery by Mail	7
	3.6.3	Delivery by Private Carrier	7
	3.6.4	Facsimile Notice	7
	3.6.5	Delivery by Telegraph	7
	3.6.6	Oral Notice	8
3.7	Waiver of Notice		8
	3.7.1	In Writing	8
	3.7.2	By Attendance	8
3.8	Quorum		8
3.9	Manner of Acting		8
3.10	Presumption of Assent		8
3.11	Action by Board or Committees Without a Meeting		9
3.12	Resignation		9
3.13	Removal		9
3.14	Vacancies		9
3.15	Committees		9
	3.15.1	Creation and Authority of Committees	9
	3.15.2	Minutes of Meetings	10

iii

		3.15.3	Quorum and Manner of Acting	10
		3.15.4	Resignation	10
		3.15.5	Removal	11
	3.16	Compensation		11
SECTION 4. OFFICERS				11
	4.1	Number		11
	4.2	Election and Term of Office		11
	4.3	Resignation		11
	4.4	Removal		12
	4.5	Vacancies		12
	4.6	Chairman of the Board		12
	4.7	President		12
	4.8	Vice President		12
	4.9	Secretary		13
	4.10	Treasurer		13
	4.11	Salaries		13
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS				13
	5.1	Contracts		13
	5.2	Loans to the Corporation		13
	5.3	Check, Drafts, Etc.		14
	5.4	Deposits		14
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER				14
	6.1	Issuance of Shares		14
	6.2	Certificates for Shares		14
	6.3	Stock Records		14

iv

	6.4	Restriction on Transfer	15
	6.5	Transfer of Shares	15
	6.6	Lost or Destroyed Certificates	15
SECTION 7. BOOKS AND RECORDS			16
SECTION 8. ACCOUNTING YEAR			16
SECTION 9. SEAL			16
SECTION 10. INDEMNIFICATION			16
	10.1	Right to Indemnification	16
	10.2	Right of Indemnitee to Bring Suit	17
	10.3	Nonexclusivity of Rights	17
	10.4	Insurance, Contracts and Funding	18
	10.5	Indemnification of Employees and Agents of the Corporation	18
	10.6	Persons Serving other Entities	18
SECTION 11. AMENDMENTS OR REPEAL			18
SECTION 12. OWNERSHIP OR VOTING BY ALIENS			19

 v

AMENDED & RESTATED
BY-LAWS

OF

S & E NETWORK, INC.

SECTION 1. OFFICES

     The principal office of the corporation shall be located at its principal place of business or such other place as the Board of Directors (the “Board”) may designate. The corporation may have such other offices, either within or without the Commonwealth of Puerto Rico, as the Board may designate or as the business of the corporation may require from time to time.

SECTION 2. STOCKHOLDERS

     2.1 Annual Meeting

     The annual meeting of the stockholders shall be held the first Tuesday in March in each year at the principal office of the corporation or such other place designated by the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

     2.2 Special Meetings

     The Chairman of the Board, the President, the Board or the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting may call special meetings of the stockholders for any purpose.

     2.3 Place of Meeting

     All meetings shall be held at the principal office of the corporation or at such other place within or without the Commonwealth of Puerto Rico designated by the Board, by any persons entitled to call a meeting hereunder or in a waiver of notice signed by all of the stockholders entitled to notice of the meeting.

     2.4 Notice of Meeting

     The Chairman of the Board, the President, the Secretary, the Board, or stockholders calling an annual or special meeting of stockholders as provided for herein, shall cause to be delivered to each stockholder entitled to notice of or to vote at the

meeting, either personally or by mail, not less than ten nor more than sixty days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon written request of the holders of not less than the number of outstanding shares of the corporation specified in subsection 2.2 hereof and entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting of stockholders to be held on such date and at such place and hour as the Secretary may fix, not less than ten nor more than sixty days after receipt of said request, and if the Secretary shall neglect or refuse to issue such notice, the person making the request may do so and may fix the date for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the stockholder at such stockholder’s address as it appears on the stock transfer books of the corporation with postage prepaid. If the notice is telegraphed, it shall be deemed delivered when the content of the telegram is delivered to the telegraph company. Notice given in any other manner shall be deemed delivered when dispatched to the stockholder’s address, telephone number or other number appearing on the stock transfer records of the corporation.

     2.5 Waiver of Notice

          2.5.1 Waiver in Writing

     Whenever any notice is required to be given to any stockholder under the provisions of the By-laws, the Certificate of Incorporation or the General Corporation Law of 1995 of the Commonwealth of Puerto Rico, as now or hereafter amended (the “PRGCL”), a waiver thereof in writing, signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

          2.5.2 Waiver by Attendance

     The attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

     2.6 Fixing of Record Date for Determining Stockholders

          2.6.1 Meetings

     For the purpose of determining stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (or the maximum number permitted by applicable law) nor less than ten days before the date of such meeting. If no record date is fixed by the Board, the record date for determining

2

stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at the meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

          2.6.2 Consent to Corporate Action Without a Meeting

     For the purpose of determining stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the PRGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the Commonwealth of Puerto Rico, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by the PRGCL, the record date for determining stockholders entitled to consent to corporate action is writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

          2.6.3 Dividends, Distributions and Other Rights

     For the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

     2.7 Voting List

     At least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, shall be made, arranged in alphabetical order, with the address of and number of shares held by each stockholder. This list shall be open to examination by any stockholder, for any purpose

3

germane to the meeting, during ordinary business hours, for a period of ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. This list shall also be produced and kept at such meeting for inspection by any stockholder who is present.

     2.8 Quorum

     A majority of the outstanding shares of the corporation entitled to vote, present in person or represented by proxy at the meeting, shall constitute a quorum at a meeting of the stockholders; provided, that where a separate vote by a class or classes is required, a majority of the outstanding shares of such class or classes, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to that vote on that matter. If less than a majority of the outstanding shares entitled to vote are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     2.9 Manner of Acting

     In all matters other than the election of Directors, if a quorum is present, the affirmative vote of the majority of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the PRGCL. Where a separate vote by a class or classes is required, if a quorum of such class or classes is present, the affirmative vote of the majority of outstanding shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.

     2.10 Proxies

          2.10.1 Appointment

     Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such authorization may be accomplished by (a) the stockholder or such stockholder’s authorized officer, director, employee or agent executing a writing or causing his or her signature to be affixed to such writing by any reasonable means, including facsimile signature or (b) by transmitting or authorizing the transmission to the intended holder of the proxy or to a

4

proxy solicitation firm, proxy support service or similar agent duly authorized by the intended proxy holder to receive such transmission; provided, that any such telegram, cablegram or other electronic transmission must either set forth or be accompanied by information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission by which a stockholder has authorized another person to act as proxy for such stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

          2.10.2 Delivery to Corporation; Duration

     A proxy shall be filed with the Secretary before or at the time of the meeting or the delivery to the corporation of the consent to corporate action in writing. A proxy shall become invalid three years after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specified meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

     2.11 Voting of Shares

     Each outstanding share entitled to vote with respect to the subject matter of an issue submitted to a meeting of stockholders shall be entitled to one vote upon each issue.

     2.12 Voting for Directors

     Each stockholder entitled to vote at an election of Directors may vote, in person or by proxy, the number of shares owned by such stockholder for as many persons as there are Directors to be elected and for whose election such stockholder has a right to vote.

     2.13 Action by Stockholders Without a Meeting

     Any action which could be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall (a) be signed by all stockholders entitled to vote with respect to the subject matter thereof (as determined in accordance with subsection 2.6.2 hereof) and (b) be delivered to the corporation by delivery to its registered office in the Commonwealth of Puerto Rico, its principal place of business, or an officer or agent of the corporation having custody of the records of proceeding of meetings of stockholders. Delivery made to the corporation’s registered office shall be by hand or by certified mail or registered mail, return receipt requested. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to

5

therein unless written consents signed by all stockholders entitled to vote with respect to the subject matter thereof are delivered to the corporation, in the manner required by this Section, within sixty (or the maximum number permitted by applicable law) days of the earliest dated consent delivered to the corporation in the manner required by this Section. The validity of any consent executed by a proxy for a stockholder pursuant to a telegram, cablegram or other means of electronic transmission transmitted to such proxy holder by or upon the authorization of the stockholder shall be determined by or at the direction of the Secretary. A written record of the information upon which the person making such determination relied shall be made and kept in the records of the proceedings of the stockholders. Any such consent shall be inserted in the minute book as if it were the minutes of the stockholders.

SECTION 3. BOARD OF DIRECTORS

     3.1 General Powers

     The business and affairs of the corporation shall be managed by the Board.

     3.2 Number and Tenure

     The Board shall initially be composed of three Directors and shall at all times be composed of not less than two nor more than five Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these By-laws, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Unless a Director dies, resigns, or is removed, he or she shall hold office until the next annual meeting of stockholders or until his or her successor is elected, whichever is later. Directors need not be stockholders of the corporation or residents of the Commonwealth of Puerto Rico.

     3.3 Annual and Regular Meetings

     An annual Board meeting shall be held without notice immediately after and at the same place as the annual meeting of stockholders. By resolution, the Board or any committee designated by the Board may specify the time and place either within or without the Commonwealth of Puerto Rico for holding regular meetings thereof without other notice than such resolution.

     3.4 Special Meetings

     Special meetings of the Board or any committee appointed by the Board may be called by or at the request of the Chairman of the Board, the President, the Secretary or, in the case of special Board meetings, any Director and, in the case of any special meeting of any committee appointed by the Board, by the Chairman thereof. The person or persons authorized to call special meetings may fix any place either within or without the Commonwealth of Puerto Rico as the place for holding any special meeting called by them.

6

     3.5 Meetings by Telephone

     Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

     3.6 Notice of Special Meetings

     Notice of a special Board or committee meeting stating the place, day and hour of the meeting shall be given to a Director in writing or orally by telephone or in person. Neither the business to be transacted at, nor the purpose of, any special meeting need be specified in the notice of such meeting.

          3.6.1 Personal Delivery

     If notice is given by personal delivery, the notice shall be effective if delivered to a Director at least two days before the meeting.

          3.6.2 Delivery by Mail

     If notice is delivered by mail, the notice shall be deemed effective if deposited in the official government mail properly address to a Director at his or her address shown on the records of the corporation with postage prepaid at least five days before the meeting.

          3.6.3 Delivery by Private Carrier

     If notice is given by private carrier, the notice shall be deemed effective when dispatched to a Director at his or her address shown on the records of the corporation at least three days before the meeting.

          3.6.4 Facsimile Notice

     If notice is delivered by wire or wireless equipment which transmits a facsimile of the notice, the notice shall be deemed effective when dispatched at least two days before the meeting to a Director at his or her telephone number or other number appearing on the records of the corporation.

          3.6.5 Delivery by Telegraph

     If notice is delivered by telegraph, the notice shall be deemed effective if the content thereof is delivered to the telegraph company at least two days before the meeting for delivery to a Director at his or her address shown on the records of the cooperation.

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          3.6.6 Oral Notice

     If notice is delivered orally, by telephone or in person, the notice shall be deemed effective if personally given to the Director at least two days before the meeting.

     3.7 Waiver of Notice

          3.7.1 In Writing

     Whenever any notice is required to be given to any Director under the provision of these By-laws, the Certificate of Incorporation or the PRGCL, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board or any committee appointed by the Board need be specified in the waiver of notice of such meeting.

          3.7.2 By Attendance

     The attendance of a Director at a Board or committee meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

     3.8 Quorum

     A majority of the total number of Directors fixed by or in the manner provided in these By-laws or, if vacancies exist on the Board, a majority of the total number of Directors then serving on the Board, provided, however, that such number may not be less than one-third of the total number of Directors fixed by or in the manner provided in these By-laws, shall constitute a quorum for the transaction of business at any Board meeting. If less than a majority are present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

     3.9 Manner of Acting

     The act of the majority of the Directors present at a Board or committee meeting at which there is a quorum shall be the act of the or committee, unless the vote of a greater number is required by these By-laws, the Certificate of Incorporation or the PRGCL.

     3.10 Presumption of Assent

     A Director of the corporation present at a Board or committee meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting, or unless such

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Director files a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.

     3.11 Action by Board or Committees Without a Meeting

     Any action which could be taken at a meeting of the Board or of any committee appointed by the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors or by each committee member. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board or a committee meeting.

     3.12 Resignation

     Any Director may resign at any time by delivering written notice to the Chairman of the Board, the President, the Secretary or the Board, or to the registered office of the corporation. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     3.13 Removal

     At a meeting of stockholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on the election of Directors.

     3.14 Vacancies

     Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the Board.

     3.15 Committees

          3.15.1 Creation and Authority of Committees

     The Board may, by resolution passed by a majority of the number of Directors fixed by or in the manner provided in these By-laws, appoint standing or temporary committees, each committee to consist of one or more Directors of the corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof

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present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board establishing such committee or as otherwise provided in these By-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which require it; but no such committee shall have the power to authority in reference to (a) amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in the PRGCL, fix the designations, preferences or rights of such shares to the extent permitted under the PRGCL), (b) adopting an agreement of merger or consolidation under the PRGCL, (c) recommending to the stockholders the sale, lease or exchange or other disposition of all or substantially all of the property and assets of the corporation, (d) recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or (e) amending these By-laws; and, unless expressly provided by resolution of the Board, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger pursuant to the PRGCL.

          3.15.2 Minutes of Meetings

     All committees so appointed shall keep regular minutes of their meetings and shall cause them to be recorded in book kept for that purpose.

          3.15.3 Quorum and Manner of Acting

     A majority of the number of Directors composing any committee of the Board, as established and fixed by resolution of the Board, shall constitute a quorum for the transaction of business at any meeting of such committee but, if less than a majority are present at a meeting, a majority of such Directors present may adjourn the meeting from time to time without further notice. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of such committee.

          3.15.4 Resignation

     Any member of any committee may resign at any time by delivering written notice thereof to the Chairman of the Board, the President, the Secretary, the Board or the Chairman of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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          3.15.5 Removal

     The Board may remove from office any member of any committee elected or appointed by it, but only by the affirmative vote of not less than a majority of the number of Directors fixed by or in the manner provided in these By-laws.

     3.16 Compensation

     By Board resolution. Directors and committee members may be paid their expenses, if any, of attendance at each Board or committee meeting, or a fixed sum for attendance at each Board or committee meeting, or a stated salary as Director or a committee member, or a combination of the foregoing. No such payment shall preclude any Director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 4. OFFICERS

     4.1 Number

     The officers of the corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. One or more Vice Presidents and such other officers and assistant officers, including a Chairman of the Board, may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these By-laws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. The Board may delegate to any officer or agent the power to appoint any such subordinate officers or agents and to prescribe their respective terms of office, authority and duties. Any two or more offices may be held by the same person.

     4.2 Election and Term of Office

     The officers of the corporation shall be elected annually by the Board at the Board meeting held after the annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Unless an officer dies, resigns or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected.

     4.3 Resignation

     Any officer may resign at any time by delivering written notice to the Chairman of the Board, the President, a Vice President, the Secretary or the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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     4.4 Removal

     Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

     4.5 Vacancies

     A vacancy in any office because of death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term, or for a new term established by the Board.

     4.6 Chairman of the Board

     If elected, the Chairman of the Board shall perform such duties as shall be assigned to him or her by the Board from time to time and shall preside over meetings of the Board and stockholders unless another officer is appointed or designated by the Board as Chairman of such meeting.

     4.7 President

     The President shall be the chief executive officer of the corporation unless some other officer is so designated by the Board, shall preside over meetings of the Board and stockholders in the absence of a Chairman of the Board and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the corporation. The President may sign certificates for shares of the corporation, deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these By-laws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are prescribed by the Board from time to time.

     4.8 Vice President

     In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President first elected to such office) shall perform the duties of the President, except as may sign with the Secretary or any Assistant Secretary certificates for shares of the corporation. Vice Presidents shall have, to the extent authorized by the President of the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

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     4.9 Secretary

     The Secretary shall be responsible for preparation of minutes of meetings of the Board and stockholders, maintenance of the corporation’s records and stock registers, and authentication of the corporation’s records and shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the president or by the Board. In absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary.

     4.10 Treasurer

     If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provision of these By-laws; sign certificates for shares of the corporation; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.

     4.11 Salaries

     The salaries of the officers shall be fixed from time to time by the Board or by any person or person to whom the Board has delegated such authority. No officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation.

SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

     5.1 Contracts

     The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

     5.2 Loans to the Corporation

     No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

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     5.3 Check, Drafts, Etc.

     All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.

     5.4 Deposits

     All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.

SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.1 Issuance of Shares

     No shares of the corporation shall be issued unless authorized by the Board, which authorization shall include the maximum number of shares to be issued and the consideration to be received for each share.

     6.2 Certificates for Shares

     Certificates representing shares of the corporation shall be signed by the Chairman of the Board or a Vice Chairman of the Board, if any, or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, any of whose signatures may be a facsimile. The Board may in its discretion appoint responsible banks or trust companies from time to time to act as transfer agents and registrars of the stock of the corporation; and, when such appointments shall have been made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person was such officer, transfer agent or registrar at the date of issue. All certificates shall include on their face written notice of any restriction which may be imposed on the transferability of such shares and shall be consecutively numbered or otherwise identified.

     6.3 Stock Records

     The stock transfer books shall be kept at the registered office or principal place of business of the corporation or at the office of the corporation’s transfer agent or registrar. The name and address of each person to whom certificates for shares are issued, together with the class and number of shares represented by each such certificate and the date of issue thereof, shall be entered on the stock transfer books of the corporation. The person

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in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

     6.4 Restriction on Transfer

     Except to the extent that the corporation has obtained an opinion of counsel acceptable to the corporation that transfer restrictions are not required under applicable securities laws, or has otherwise satisfied itself that such transfer restriction are not required, all certificates representing shares of the corporation shall bear a legend on the face of the certificate, or on the reverse of the certificate if a reference to the legend is contained on the face, which reads substantially as follows:

“The securities evidenced by this certificate have not been registered under the Securities Act of 1933 or any applicable state law, and no interest therein may be sold, distributed, assigned, offered, pledged or otherwise transferred unless (a) there is an effective registration statement under such Act and applicable state securities laws covering any such transaction involving said securities or (b) this corporation receives an opinion of legal counsel for the holder of these securities (concurred in by legal counsel for this corporation) stating that such transaction is exempt from registration or (c) this corporation otherwise satisfies itself that such transaction is exempt from registration. Neither the offering of the securities nor any offering materials have been reviewed by any administrator under the Securities Act of 1933 or any applicable state law.”

     6.5 Transfer of Shares

     The transfer of shares of the corporation shall be made only on the stock transfer books of the corporation pursuant to authorization or document of transfer made by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney-in-fact authorized by power of attorney duly executed and filed with the Secretary of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled.

     6.6 Lost or Destroyed Certificates

     In the case of a lost, destroyed or mutilated certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe.

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SECTION 7. BOOKS AND RECORDS

     The corporation shall keep correct and complete books and records of account, stock transfer books, minutes of the proceeding of its stockholders and Board and such other records as may be necessary or advisable.

SECTION 8. ACCOUNTING YEAR

     The accounting year of the corporation shall be the calendar year, provided that if a different accounting year is at any time selected for purposes of federal income taxes, the accounting year shall be the year so selected.

SECTION 9. SEAL

     The seal of the corporation, if any, shall consist of the name of the corporation, the state of its incorporation and the year of its incorporation.

SECTION 10. INDEMNIFICATION

     10.1 Right to Indemnification

     Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or officer of the corporation or that, being or having been such a Director or officer or an employee of the corporation, he or she is or was serving at the request of the corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as such a Director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the full extent permitted by the PRGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than permitted prior thereto), or by other applicable law as then in effect, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in subsection 10.2 hereof with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) was authorized or ratified by the Board. The right to indemnification conferred in this subsection 10.1 shall be a contract right and shall

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include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter and “advancement of expenses”); provided, however, that if the PRGCL requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this subsection 10.1 or otherwise.

     10.2 Right of Indemnitee to Bring Suit

     If a claim under subsection 10.1 hereof is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. The indemnitee shall be presumed to be entitled to indemnification under this Section upon submission of a written claim (and, in an action brought to enforce a claim for an advancement of expenses, where the required undertaking, if any is required, has been tendered to the corporation), and thereafter the corporation shall have the burden of proof to overcome the presumption that the indemnitee is not so entitled. Neither the failure of the corporation (including its Board, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances nor an actual determination by the corporation (including its Board, independent legal counsel or its stockholders) that the indemnitee is not entitled to indemnification shall be a defense to the suit or create a presumption that the indemnitee is not so entitled.

     10.3 Nonexclusivity of Rights

     The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, vote of stockholders or disinterested Directors, provision of the Certificate of Incorporation or By-laws of the corporation or otherwise. Notwithstanding any amendment to or repeal of this Section, any indemnitee shall be entitled to indemnification in accordance with the provision hereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

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     10.4 Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the PRGCL. The corporation, without further stockholder approval, may enter into contracts with any Director, officer, employee or agent in furtherance of the provisions of this Section and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Section.

     10.5 Indemnification of Employees and Agents of the Corporation

     The corporation may, by action of the Board, grant rights to indemnification and advancement of expenses to employees or agents or groups of employees or agents of the corporation with the same scope and effect as the provision of this Section with respect to the indemnification and advancement of expenses of Directors and officers of the corporation; provided, however, that an undertaking shall be made by an employee or agent only if required by the Board.

     10.6 Persons Serving other Entities

     Any person who is or was a Director, officer or employee of the corporation who is or was serving (a) as a Director or officer of another corporation of which a majority of the shares entitled to vote in the election of its Directors is held by the corporation or (b) in an executive or management capacity in a partnership, joint venture, trust or other enterprise of which the corporation or a wholly owned subsidiary of the corporation is a general partner or has a majority ownership shall be deemed to be so serving at the request of the corporation and entitled to indemnification and advancement of expenses under subsection 10.1 hereof.

SECTION 11. AMENDMENTS OR REPEAL

     These By-laws may be amended or repealed and new By-laws may be adopted by the Board. The stockholders may also amend and repeal these By-laws or adopt new By-laws. All By-laws made by the Board may be amended or repealed by the stockholders, notwithstanding any amendment to Section 10 hereof or repeal of these By-laws, or of any amendment or repeal of any of the procedures that may be established by the Board pursuant to Section 10 hereof, any indemnitee shall be entitled to indemnification in accordance with the provisions hereof and thereof with respect to any acts or omissions of such indemnitee occurring prior to such amendment or repeal.

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SECTION 12. OWNERSHIP OR VOTING BY ALIENS

     12.1 Definition of Alien

     As used in these By-laws, the word “Alien” shall be construed to include the following and their representatives: an individual not a citizen of the United States of America; a partnership unless a majority of the partners are citizens of the United States of America and have a majority interest in the partnership profits; a foreign government; a corporation, joint-stock company or association organized under the laws of a foreign country; and any other corporation, joint-stock company or association directly or indirectly controlled by one or more of the foregoing.

     12.2 Restriction on Alien Ownership

     Not more than one-fifth of the aggregate number of shares of voting stock of the corporation of any stock outstanding shall at any time be owned of record or voted by or for the account of Aliens.

     12.3 Determination of Alien Ownership

     The ownership of record of shares of stock by of for the account of Aliens, and the citizenship of transferees thereof, shall be determined in conformity with regulation prescribed by the Board. There shall be maintained separate stock records, a domestic record of shares of stock held by citizens and a foreign record of shares of stock held by Aliens.

     12.4 Certificate Legend

     Every certificate representing stock issued or transferred to an Alien shall be marked “Foreign Share Certificate, but under no circumstances shall certificates representing more than one-fifth of the aggregate number of shares of voting stock of any class outstanding at any one time be so marked, nor shall the total amount of voting stock represented by Foreign Share Certificates, plus the amount of voting stock owned by or for the account of Aliens and represented by certificates not so marked, exceed one-fifth of the aggregate number of shares of voting stock of any class outstanding. Every certificate issued not marked “Foreign Share Certificate” shall be marked “Domestic Share Certificate.” Any stock represented by Foreign Share Certificates may be transferred to either Aliens or non-Aliens.

     12.5 Restrictions on Transfer

     If, and so long as, the stock records of the corporation shall disclose that one-fifth of the outstanding shares of voting stock of any class is owned by Aliens, no transfer of shares of such class represented by Domestic Share Certificates shall be made to Aliens, and if it shall be found by the corporation that stock represented by a Domestic Share Certificate is, in fact, held by or for the account of an Alien, the holder of such stock shall

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not be entitled to vote, to receive dividends or to have other right, except the right to transfer such stock to a citizen of the United States of America.

     12.6 Restrictions on Indirect Alien Ownership

     The corporation shall not be owned or controlled directly or indirectly by any other corporation of which any officer or more than one-fourth of the directors are Aliens, or of which more than one-fourth of the stock is owned of record or voted by Aliens.

     12.7 Compliance with Law

     The Board may, at any time and from time to time, adopt such other provision as the Board may deem necessary or desirable to comply with the provisions of Section 310(a) of the Federal Communications Act as now in effect or as it may hereafter from time to time be amended, and to carry out the provisions of this Section 12 and of Article 12 of the Restated Certificate of Incorporation.

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EX-3.75

Exhibit 3.75

CERTIFICATE OF FORMATION
OF
WLBB BROADCASTING, LLC

NAME

     The name of the limited liability corporation is WLBB Broadcasting, LLC.

REGISTERED AGENT AND OFFICE

     The address of the initial registered office of this corporation is 1013 Centre Road, Wilmington, Delaware, 19805; and the name of the registered agent of the corporation in the State of Delaware is the Corporation Service Company.

Date: July 21, 1999	/s/ Marcia L. Greene
	Marcia L. Greene
	Authorized Person

EX-3.76

Exhibit 3.76

LIMITED LIABILITY COMPANY AGREEMENT
OF
WLBB Broadcasting, LLC

     THE UNDERSIGNED is executing this Limited Liability Company Agreement (this “Agreement”) for the purpose of forming a limited liability company (the “Company”) pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§18-101, et seq.) (the “Act”), and do hereby certify and agree as follows:

     1. Name. The name of the Company shall WLBB Broadcasting, LLC, or such other name as the Managing Member may from time to time hereafter designate.

     2. Definitions. In addition to terms otherwise defined herein, the following terms are used herein as defined below:

“Managing Member” means LIN Television Corporation, a Delaware corporation (“LIN”), and all other persons or entities admitted as additional or substitute Managing Members pursuant to this Agreement, so long as they remain Managing Members.

“Non-Managing Members” means all persons or entities admitted as additional or substitute Non-Managing Members pursuant to this Agreement, so long as they remain Non-Managing Members and are so listed on Schedule A, if any.

“Members” means those persons or entities who from time to time are the Managing Member and the Non-Managing Members, if any.

     3. Purpose. The purpose of the Company shall be, directly or indirectly through subsidiaries or affiliates, to serve as the entity designated to own and/or operate certain television broadcast stations and to engage in any lawful act or activity which limited liability corporations may be organized under the Delaware General Corporation Law.

     4. Offices.

          (a) The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as the Managing Member may from time to time designate to the Non-Managing Members.

          (b) The registered office of the Company in the State of Delaware shall be located at 1013 Centre Road, Wilmington, County of New Castle, Delaware 19805. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware shall be The Corporation Service Company.

     5. Members. The name and business or residence address of each Member of the Company is set forth on Schedule A attached hereto.

     6. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 15 of this Agreement.

     7. Management of the Company.

          (a) The Managing Member shall have the exclusive right to manage the business of the Company, and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company and, in general, all powers permitted to be exercised by a managing member under the Act, including, without

2

limitation, the power to (i) open, maintain and close bank accounts and to take all actions it deems necessary or advisable for the administration of such accounts, (ii) appoint and designate the responsibilities of such officers of the Company from time to time as the Managing Member deems necessary or desirable and (iii) appoint, employ, or otherwise contract with any persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company; and the Managing Member may delegate to any such person or entity described in subclauses (i) and (ii) such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.

          (b) No Non-Managing Member, in his status as such, shall have the right to take part in the management or control of the business of the Company or to act for or bind the Company or otherwise to transact any business on behalf of the Company.

     8. Liability of Members; Indemnification.

          (a) Neither a Member (including the Managing Member) nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be personally liable for any expenses, liabilities, debts or obligations of the Company solely by reason of acting in such capacity except as provided in the Act.

          (b) To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Managing Member, each Member and any officer, employee or agent of the Company from and against any and all losses, claims, damages, liabilities or expenses of whatever nature (each a “Claim”), as incurred, arising out or of relating to the management or business of the Company; provided that such indemnification shall not apply to any such person if a court of competent jurisdiction has made a final

3

determination that such Claim resulted directly from the gross negligence, bad faith or willful misconduct of such person.

     9. Capital Contributions. Members shall make capital contributions to the Company in such amounts and at such times as they shall mutually agree.

     10. Assignments of Membership Interest.

          (a) No Non-Managing Member may sell, assign, pledge or otherwise transfer or encumber (collectively “transfer”) all or any part of his interest in the Company, nor shall any Non-Managing Member have the power to substitute a transferee in his place as a substitute Non-Managing Member, without, in either event, having obtained the prior written consent of the Managing Member, which consent may be given or withheld in its sole discretion.

          (b) The Managing Member may not transfer all or any part of its interest in the Company, nor shall the Managing Member have the power to substitute a transferee in its place as a substitute Managing Member, without, in either event, having obtained the consent of all of the Non-Managing Members.

     11. Withdrawal. No Non-Managing Member shall have the right to withdraw from the Company except with the consent of the Managing Member and upon such terms and conditions as may be specifically agreed upon between the Managing Member and the withdrawing Non-Managing Member. The provisions hereof with respect to distributions upon withdrawal are exclusive and no Non-Managing Member shall be entitled to claim any further or different distribution upon withdrawal under Section 18-604 of the Act or otherwise.

4

     12. Additional Members. The Managing Member shall have the right to admit additional Non-Managing Members upon such terms and conditions, at such time or times, and for such capital contributions as shall be determined by the Managing Member; and in connection with any such admission, the Managing Member shall have the right to amend Schedule A hereof to reflect the name, address and capital contribution of the admitted Non-Managing Member.

     13. Allocations and Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Managing Member may determine. Distributions shall be made to (and profits and losses shall be allocated among) Members pro rata in accordance with the amount of their contributions to the Company as set forth on Schedule A hereto.

     14. Return of Capital. No Non-Managing Member has the right to receive, and the Managing Member has absolute discretion to make, any distributions to a Non-Managing Member, which include a return of all or any part of such Non-Managing Member’s capital contribution, provided that upon the dissolution of the Company, the assets of the Company shall be distributed as provided in Section 18-804 of the Act.

     15. Dissolution. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

          (a) December 31, 2030

          (b) The determination of the Managing Member to dissolve the Company; or

          (c) The bankruptcy or dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company, provided, however,

5

the Company shall not be dissolved if, within ninety (90) days after the occurrence of such event, all remaining Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of one (1) or more additional Members of the Company.

     16. Amendments. This Agreement may be amended only upon the written consent of all Members.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of July 21, 1999.

LIN TELEVISION CORPORATION
By:	/s/ Gregory M. Schmidt
	Gregory M. Schmidt, Vice President

6

SCHEDULE A

WLBB Broadcasting, LLC

MEMBERS

		Capital
Name	Address	Contribution
Managing Member: LIN Television Corporation	Four Richmond Square	$	1,000.00
	Suite 200
	Providence, RI 02906
Non-Managing Members:
None

7

EX-5.1

Exhibit 5.1

October 21, 2005	60 STATE STREET
	BOSTON, MA 02109
	+1 617 526 6000
	+1 617 526 5000 fax
LIN Television Corporation	wilmerhale.com
Four Richmond Square, Suite 200
Providence, Rhode Island 02906

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance and exchange of up to $190,000,000 aggregate original principal amount of 6¹/2% Senior Subordinated Notes due 2013 – Class B (the “New Notes”) of LIN Television Corporation, a Delaware corporation (the “Company”), and the guarantees of the obligations represented by the New Notes (the “New Guarantees” and, together with the New Notes, the “New Securities”) by LIN TV Corp., a Delaware corporation and parent of the Company (“LIN TV”), and the subsidiaries of the Company set forth on Schedule A hereto (such entities together with LIN TV, the “Guarantors”).

The New Securities are to be issued pursuant to an Indenture, dated as of September 29, 2005 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), which is filed as Exhibit 4.4 to the Registration Statement. The New Securities are to be issued in an exchange offer (the “Exchange Offer”) for a like aggregate original principal amount of currently outstanding 6¹/2% Senior Subordinated Notes due 2013 – Class B issued September 29, 2005 (the “Old Notes”) and the guarantees of the obligations represented by the Old Notes in accordance with the terms of an Exchange and Registration Rights Agreement, dated as of September 29, 2005 (the “Registration Rights Agreement”), by and among the Company, the Guarantors and the Initial Purchasers (as defined therein), which is filed as Exhibit 4.5 to the Registration Statement.

We are acting as counsel for the Company and the Guarantors in connection with the issuance by the Company and the Guarantors of the New Securities. We have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon the Registration Rights Agreement, the Indenture, resolutions adopted by the board of directors, board of managers, sole member or general partner, as the case may be, of each of the Company and each Guarantor, as provided to us by the Company and the Guarantors, the certificates of incorporation and by-laws or other organizational documents, as the case may be, of the Company and each Guarantor, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.

BALTIMORE           BEIJING           BERLIN           BOSTON           BRUSSELS           LONDON           MUNICH
NEW YORK           NORTHERN VIRGINIA           OXFORD           PALO ALTO           WALTHAM           WASHINGTON

LIN Television Corporation
October 21, 2005
Page 2

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and exchange of the New Securities in the Exchange Offer, to register and qualify the New Securities for issuance under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York and the federal laws of the United States of America.

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or other laws affecting the rights of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy, or as to the successful assertion of any equitable defense, upon any breach of any agreements or documents or obligations referred to herein, or any other matters, inasmuch as the availability of such remedies or defenses may be subject to the discretion of a court. In addition, we express no opinion with respect to the enforceability of any provision of the New Securities requiring the payment of interest on overdue interest.

We also express no opinion herein as to any provision of the New Securities or any agreement (a) which may be deemed to or construed to waive any right of the Company or any of the Guarantors, (b) to the effect that rights and remedies are not exclusive, that every right or remedy is cumulative and may be exercised in addition to or with any other right or remedy and does not preclude recourse to one or more other rights or remedies, (c) relating to the effect of invalidity or unenforceability of any provision of the New Securities or any agreement on the validity or enforceability of any other provision thereof, (d) requiring the payment of penalties, consequential damages or liquidated damages, (e) which is in violation of public policy, (f) purporting to indemnify any person against his, her or its own negligence or intentional misconduct, (g) providing that the terms of the New Securities may not be waived or modified except in writing or (h) relating to choice of law or consent to jurisdiction.

For purposes of our opinions rendered below, and without limiting any other comments and qualifications set forth herein, insofar as they relate to the enforceability against the Guarantors, we have assumed that each Guarantor has received reasonably equivalent value and fair consideration in exchange for its obligations therein or undertakings in connection therewith, and that prior to and after consummation of the transactions contemplated by the Indenture and New Securities to which they are a party, each Guarantor is not insolvent, rendered insolvent or left with unreasonably small capital within the meaning of 11 U.S.C. Section 548 and N.Y. Debt. & Cred. Law Section 270 et seq. With respect to our opinions below, we have assumed that the execution and delivery of such Indenture and New Securities and consummation of the transactions contemplated thereby is necessary or convenient to the conduct, promotion, or

LIN Television Corporation
October 21, 2005
Page 3

attainment of the business of the Company and of each Guarantor under current law applicable to each Guarantor.

Based upon and subject to the foregoing, we are of the opinion that the New Notes, when executed by the Company, authenticated by the Trustee in the manner provided by the Indenture and issued and delivered against surrender of the Old Notes in accordance with the terms and conditions of the Registration Rights Agreement, the Indenture and the Exchange Offer, will be valid and binding obligations of the Company, entitled to the benefits provided by the Indenture and enforceable against the Company in accordance with their terms, and that the New Guarantees, when the New Notes are issued, authenticated and delivered in accordance with the terms of the Registration Rights Agreement, the Indenture and the Exchange Offer, will be binding and valid obligations of the Guarantors, enforceable against each of them in accordance with their respective terms.

It is understood that this opinion is to be used only in connection with the offer and exchange of the New Securities while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Validity of the New Notes.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

WILMER CUTLER PICKERING
HALE AND DORR LLP

By:	/s/ Thomas S. Ward
	Thomas S. Ward, a Partner

Schedule A

Airwaves, Inc., a Delaware corporation
Indiana Broadcasting, LLC, a Delaware limited liability company
KXAN, Inc., a Delaware corporation
KXTX Holdings, Inc., a Delaware corporation
LIN Airtime, LLC, a Delaware limited liability company
LIN of Alabama, LLC, a Delaware limited liability company
LIN of Colorado, LLC, a Delaware limited liability company
LIN of New Mexico, LLC, a Delaware limited liability company
LIN of Wisconsin, LLC, a Delaware limited liability company
LIN Sports, Inc., a Delaware corporation
LIN TV Corp.
LIN Television of San Juan, Inc., a Delaware corporation
LIN Television of Texas, Inc., a Delaware corporation
LIN Television of Texas, LP, a Delaware limited partnership
Linbenco, Inc., a Delaware corporation
North Texas Broadcasting Corporation, a Delaware corporation
Primeland Television, Inc., a Delaware corporation
Providence Broadcasting, LLC, a Delaware limited liability company
S&E Network, Inc., a Puerto Rico corporation
Televicentro of Puerto Rico, LLC, a Delaware limited liability company
TVL Broadcasting, Inc., a Delaware corporation
TVL Broadcasting of Rhode Island, LLC, a Delaware limited liability company
WAPA America, Inc., a Delaware corporation
WAVY Broadcasting, LLC, a Delaware limited liability company
WDTN Broadcasting, LLC, a Delaware limited liability company
WIVB Broadcasting, LLC, a Delaware limited liability company
WLBB Broadcasting, LLC, a Delaware limited liability company
WNJX-TV, Inc., a Delaware corporation
WOOD License Co., LLC, a Delaware limited liability company
WOOD Television, Inc., a Delaware corporation
WTNH Broadcasting, Inc., a Delaware corporation
WUPW Broadcasting, LLC, a Delaware limited liability company
WWHO Broadcasting, LLC, a Delaware limited liability company
WWLP Broadcasting, LLC, a Delaware limited liability company

EX-12.1

EXHIBIT 12.1

	Six Months Ended June 30,				Year Ended December 31,
	2005		2004		2004		2003			2002		2001			2000
Fixed charges:
Interest Expense		22,120		23,696		45,761		60,505			95,775		97,646			92,868
30% of rental expense		294		231		488		473			461		445			396
Total fixed charges		22,414		23,927		46,249		60,978			96,236		98,091			93,264
Earnings:
Income (loss) from continuing operations before (benefit from) provision for income taxes and cumulative effect of change in accounting principle		1,858		23,130		71,957		(81,356	)		6,416		(82,348	)		(32,613	)
Less: Income (loss) from equity investments		1,709		2,764		7,428		478			6,328		(4,121	)		356
Add: Distributions from equity investments		3,055		3,260		7,948		7,540			6,405		6,583			815
Add back: fixed charges		22,414		23,927		46,249		60,978			96,236		98,091			93,264
Total earnings		25,618		47,553		118,726		(13,316	)		102,729		26,447			61,101
Ratio of earnings to fixed charges		1.1		2.0		2.6		—			1.1		—			—
Earnings shortfall		—		—		—		(72,294	)		—		(71,644	)		(32,163	)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of LIN TV Corp. of our reports dated (i) February 24, 2004, except for the last paragraph of Note 6 and the first three paragraphs of Note 22, as to which the date is January 18, 2005, relating to the financial statements and financial statement schedule, which appears in LIN TV Corp.’s Current Report on Form 8-K dated January 18, 2005; and (ii) 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, which appears in LIN TV Corp.’s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP 

PricewaterhouseCoopers LLP
Boston, Massachusetts
October 21, 2005

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of LIN Television Corporation of our reports dated (i) February 24, 2004, except for the last paragraph of Note 6 and the first three paragraphs of Note 22, as to which the date is January 18, 2005, relating to the financial statements which appears in LIN Television Corporation’s Current Report on Form 8-K dated January 18, 2005; and (ii) 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, which appears in LIN Television Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004. We also consent to the reference to us under the headings “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP 

PricewaterhouseCoopers LLP
Boston, Massachusetts
October 21, 2005

EX-23.3

Exhibit 23.3

KPMG LLP
Suite 1500
750 B Street
San Diego, CA 92101

Consent of Independent Registered Public Accounting Firm

The Members
Station Ventures Holdings, LLC:

We consent to the use of our report dated March 9, 2005 with respect to the financial statements of Station Ventures Holdings, LLC, which report appears in the December 31, 2004 annual report on Form 10-K of LIN Television Corporation and LIN TV Corp., incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

San Diego, California
October 19, 2005

EX-25.1

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

LIN TELEVISION CORPORATION

(Exact name of obligor as specified in its charter)

Delaware	13-3581627
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

LIN TV Corp.	Delaware	05-0501252
Airwaves, Inc.	Delaware	05-0487757
Indiana Broadcasting, LLC	Delaware	05-0496718
KXAN, Inc.	Delaware	13-2670260
KXTX Holdings, Inc.	Delaware	05-0481599
LIN Airtime, LLC	Delaware	52-2258751
LIN of Alabama, LLC	Delaware	20-3347776
LIN of Colorado, LLC	Delaware	20-3347854
LIN of New Mexico, LLC	Delaware	20-3347886
LIN of Wisconsin, LLC	Delaware	20-3347936
LIN Sports, Inc.	Delaware	05-0487756
LIN Television of San Juan, Inc.	Delaware	52-2189666

LIN Television of Texas, Inc.	Delaware	05-0481602
LIN Television of Texas, LP	Delaware	05-0481606
Linbenco, Inc.	Delaware	05-0487755
North Texas Broadcasting Corporation	Delaware	13-2740621
Primeland Television, Inc.	Delaware	37-1023233
Providence Broadcasting, LLC	Delaware	52-2291972
S&E Network, Inc.	Puerto Rico	66-0514956
Televicentro of Puerto Rico, LLC	Delaware	52-2188462
TVL Broadcasting, Inc.	Delaware	75-2676358
TVL Broadcasting of Rhode Island, LLC	Delaware	52-2368799
WAPA America, Inc.	Delaware	11-3726305
WAVY Broadcasting, LLC	Delaware	05-0496719
WDTN Broadcasting, LLC	Delaware	52-2368795
WIVB Broadcasting, LLC	Delaware	05-0496720
WLBB Broadcasting, LLC	Delaware	52-2184184
WNJX-TV, Inc.	Delaware	66-0425176
WOOD License Co., LLC	Delaware	05-0496721
WOOD Television, Inc.	Delaware	06-1506282
WTNH Broadcasting, Inc.	Delaware	05-0481600
WUPW Broadcasting, LLC	Delaware	52-2368784
WWHO Broadcasting, LLC	Delaware	05-0615511
WWLP Broadcasting, LLC	Delaware	52-7115298

LIN TV Corp., which is the parent of LIN Television Corporation, and the other entities listed above, which are direct and indirect subsidiaries of LIN Television Corporation, are Co-Registrants.

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

6 ¹/2% Senior Subordinated Notes due 2013 — Class B
(Title of the indenture securities)

-2-

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

           Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

-3-

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-4-

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Boston, and State of Massachusetts, on the 21st day of October, 2005.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/S/ Peter Murphy
Name:	Peter Murphy
Title:	Vice President

-5-

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2005, published in accordance with Federal regulatory authority instructions.

		Dollar Amounts
		in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			6,951
Interest-bearing balances			0
Securities:
Held-to-maturity securities			121
Available-for-sale securities			62,361
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold			28,000
Securities purchased under agreements to resell			84,000
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases, net of unearned income	0
LESS: Allowance for loan and lease losses	0
Loans and leases, net of unearned income and allowance			0
Trading assets			0
Premises and fixed assets (including capitalized leases)			4,387
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			0
Customers’ liability to this bank on acceptances outstanding			0
Intangible assets:
Goodwill			241,763
Other Intangible Assets			16,779
Other assets			37,918
Total assets		$	482,280

1

LIABILITIES
Deposits:
In domestic offices			3,291
Noninterest-bearing	3,291
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			58,000
Not applicable
Bank’s liability on acceptances executed and outstanding			0
Subordinated notes and debentures			0
Other liabilities			60,240
Total liabilities		$	121,531
Minority interest in consolidated subsidiaries			0
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus			294,125
Retained earnings			65,668
Accumulated other comprehensive income			-44
Other equity capital components			0
Total equity capital		$	360,749
Total liabilities, minority interest, and equity capital		$	482,280

     I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Thomas J. Mastro           )           Comptroller

     We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Richard G. Jackson            )     
Nicholas C. English           )          Directors
Karen B. Shupenko            )

2

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

LIN TELEVISION CORPORATION

Offer to Exchange 6¹/2% Senior Subordinated Notes due 2013 — Class B

Registered under the Securities Act of 1933 for

Outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B Issued September 29, 2005

Pursuant to the Prospectus, dated                        , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON                     , 2005 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

To: The Bank of New York Trust Company, N.A., Exchange Agent

By Registered or Certified Mail or Overnight Courier:	By Hand Delivery:
The Bank of New York Trust Company, N.A. c/o The Bank of New York Corporate Trust Operations 101 Barclay Street — 7E New York, New York 10286 Attn: Evangeline Gonzales	The Bank of New York Trust Company, N.A. c/o The Bank of New York Corporate Trust Operations 101 Barclay Street — 7E New York, New York 10286 Attn: Evangeline Gonzales

By Facsimile:

(212) 298-1915

Attn: Evangeline Gonzales

Confirm by telephone:

(212) 815-3738

     DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT.

     The undersigned acknowledges that he or she has received the prospectus, dated                   , 2005 (the “Prospectus”), of LIN Television Corporation, a Delaware corporation (the “Company”), and this letter of transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $190,000,000 of its 6¹/2% Senior Subordinated Notes due 2013 — Class B and the associated guarantees (together, the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Company’s outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B issued September 29, 2005 and the associated guarantees (together, the “Old Notes”), which have not been registered under the Securities Act. Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus. The Exchange Offer is subject to all of the terms and conditions set forth in the Prospectus, including, without limitation, the right of the Company to waive, subject to applicable laws, conditions. In the event of any conflict between the Letter of Transmittal and the Prospectus, the Prospectus shall govern.

     The terms of the New Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and have no registration rights or rights to specified liquidated damages. For each Old Note accepted for exchange, the holder of such Old Note will receive a New Note having a principal amount equal to that of the surrendered Old Note. The New Notes will bear interest from the last interest payment date of the Old Notes to occur prior to the issue date of the New Notes or, if no interest has been paid, from September 29, 2005. Interest on the New Notes will accrue at the rate of 6¹/2% per annum and will be payable semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2005. The New Notes will mature on May 15, 2013.

     The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Old Notes of any extension as promptly as practicable by oral or written notice thereof.

     PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 11.

     The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

     List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amount of Old Notes on a separate signed schedule and affix the schedule to this Letter of Transmittal.

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s)		Aggregate	Principal
(Please Fill in, if Blank, Exactly as	Certificate	Amount of	Amount
Name(s) Appear on Certificates)	Number(s)*	Old Notes	Tendered**
	Total
*  Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, ALL of the Old Notes represented by the certificates will be deemed to have been tendered. See Instruction 2. Old Notes tendered must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

DTC Book-Entry Account:

Transaction Code Number:

o  CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Institution which Guaranteed Delivery:

If Delivered by Book-Entry Transfer, Complete the Following:

     DTC Book-Entry Account:

     Transaction Code Number:

o  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned further represents that (i) it will acquire the New Notes in the ordinary course of its business; (ii) it has no arrangements or understandings with any person to participate in a distribution of the New Notes; and (iii) it is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

      The undersigned also acknowledges that this Exchange Offer is being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (ii) such New Notes are acquired in the ordinary course of such holder’s business; and (iii) such holders are not engaged in, and do not intend to engage in, a distribution of the New Notes and have no arrangement or understanding with any person to participate in the distribution of the New Notes. However, the staff of the Commission has not considered the Exchange Offer in the context of a request for a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as it has in other circumstances.

      Any broker-dealer and any holder who has an arrangement or understanding with any person to participate in the distribution of New Notes may not rely on the applicable interpretations of the staff of the Commission. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer, it acknowledges that the staff of the Commission considers broker-dealers that acquired Old Notes directly from the Company, but not as a result of market-making activities or other trading activities, to be making a distribution of the New Notes.

      If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes acquired by such broker-dealer as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, personal representatives, executors, administrators, trustees in bankruptcy and other legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.

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      Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, please issue the New Notes in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the book-entry account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown above in the box entitled “Description of Old Notes.”

      THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF OLD NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE.

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SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3, 4, 5 AND 7)

      To be completed ONLY if certificates for Old Notes not tendered and/or New Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above or if Old Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue: New Notes and/or Old Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Including Zip Code)

(Complete accompanying

Substitute Form W-9)

o  Credit unexchanged Old Notes delivered by book-entry transfer to the DTC account set forth below.

(DTC Account Number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS

(SEE INSTRUCTIONS 3, 4, 5 AND 7)

      To be completed ONLY if certificates for Old Notes not tendered and/or New Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above or to such person(s) at an address other than shown in the box entitled “Description of Old Notes” on this Letter of Transmittal above.

Mail New Notes and/or Old Notes to:

Name(s):

(Please Type or Print)

(Please Type or Print)

Address:

(Including Zip Code)

     IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE HEREOF, OR AN AGENT’S MESSAGE (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL

CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

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PLEASE SIGN HERE

(To be completed by all tendering holders of Old Notes, regardless of

whether Old Notes are being physically delivered herewith)

      This Letter of Transmittal must be signed by the holder(s) of Old Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if delivered by a participant in DTC, exactly as such participant’s name appears on a security position listing as the owner of Old Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below beside “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 4.

      If the signature appearing below is not of the record holder(s) of the Old Notes then the record holder(s) must sign a valid bond power.

X

X

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Date:

Name:

Capacity:

Address:

(Include Zip Code)

Area Code and Telephone No.:

Please complete Substitute Form W-9 Herein

MEDALLION SIGNATURE GUARANTEE (If Required by Instruction 3)

Name of Eligible Institution Guaranteeing Signatures

Address (including Zip Code) and Telephone Number (including Area Code) of Firm

Authorized Signature

Printed Name

Title

Date:

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE

Registered 6¹/2% Senior Subordinated Notes due 2013 — Class B for

Outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B Issued September 29, 2005

of LIN Television Corporation

      1. Delivery of this Letter of Transmittal and Old Notes; Guaranteed Delivery Procedures. A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile thereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below or (iii) complying with the guaranteed delivery procedures described below. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

      The Exchange Agent will make a request to establish an account with respect to the Old Notes at The Depositary Trust Company, or DTC, for purposes of the Exchange Offer promptly after the date of the Prospectus. Any financial institution that is a participant in DTC’s system, including Euroclear and Clearstream, may make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes into the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program procedures for such transfer. However, although delivery of Old Notes may be effected through book-entry transfer at DTC, an Agent’s Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of this Letter of Transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

      A holder may tender Old Notes that are held through DTC by transmitting its acceptance through DTC’s Automatic Tender Offer Program (“ATOP”), for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the Exchange Agent for its acceptance. The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Exchange Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant tendering the Old Notes that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth in this Letter of Transmittal are true and correct.

      DELIVERY OF THE AGENT’S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT’S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.

      Holders of Old Notes whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. Pursuant to such procedures,

      (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below),

      (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery or a properly transmitted Agent’s Message in lieu of Notice of Guaranteed Delivery), setting forth the name and address of the holder of Old Notes, the certificate number or numbers of such Old Notes and the principal amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three business days after the Expiration Date, the Letter of Transmittal (or facsimile thereof), together with the Old Notes tendered or a book,-entry confirmation and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and

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      (iii) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as the Old Notes tendered or a book-entry confirmation and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within three business days after the Expiration Date.

      THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS, OR BOOK-ENTRY TRANSFER AND TRANSMISSION OF AN AGENT’S MESSAGE BY A DTC PARTICIPANT, ARE AT THE ELECTION AND RISK OF THE TENDERING HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY OR DTC. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE TENDERS FOR SUCH HOLDERS. SEE “THE EXCHANGE OFFER” SECTION OF THE PROSPECTUS.

      2. Partial Tenders; Withdrawals. If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Old Notes tendered in the box entitled “Description of Old Notes — Principal Amount Tendered.” A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

      If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., Eastern time, on the Expiration Date.

      For a withdrawal to be effective:

•  the Exchange Agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth above, or

•  for DTC participants, holders must comply with DTC’s standard operating procedures for electronic tenders and the Exchange Agent must receive an electronic notice of withdrawal from DTC.

      Any notice of withdrawal must:

•  specify the name of the person who deposited the Old Notes to be withdrawn,

•  identify the Old Notes to be withdrawn, including the certificate number or numbers and principal amount of the Old Notes to be withdrawn,

•  be signed by the person who tendered the Old Notes in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees, and

•  specify the name in which any Old Notes are to be re-registered, if different from that of the withdrawing holder.

      The Exchange Agent will return the properly withdrawn Old Notes without cost to the holder as soon as practicable following receipt of the notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity, form and eligibility, including time of receipt, of any notice of withdrawal will be determined by the Company, in its sole discretion, and such determination will be final and binding on all parties.

      3. Tender by Holder. Except in limited circumstances, only a DTC participant listed on a DTC securities position listing may tender Old Notes in the Exchange Offer. Any beneficial owner of Old Notes who is not the registered holder and is not a DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this Letter of Transmittal on such beneficial owner’s behalf or must, prior to completing and executing this Letter of Transmittal and delivering his, her or its Old Notes, either make appropriate arrangements to register ownership of the Old Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such.

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      4. Signatures on this Letter of Transmittal, Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever.

      If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

      When this Letter of Transmittal is signed by the registered holder (including any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution (as defined below).

      If this Letter of Transmittal is signed by a person other than the registered holder or holders of any Old Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder(s) name(s) appear(s) on the Old Notes.

      If this Letter of Transmittal or any certificates of Old Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

      Signature on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Old Notes tendered pursuant thereto are tendered (i) by a registered holder (including any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) who has not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the foregoing an “Eligible Institution”).

      5. Special Issuance and Delivery Instructions. Tendering holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal.

      6. Taxpayer Identification Number. Under United States federal income tax law, a tendering holder whose Old Notes are accepted for exchange may be subject to backup withholding (currently at a 28% rate) on payments that may be made by the Company on account of New Notes issued pursuant to the Exchange Offer. To prevent backup withholding, each tendering holder of Old Notes must provide to the Exchange Agent such holder’s correct taxpayer identification number (“TIN”) by completing the Substitute Form W-9 below, certifying that the holder is a United States person (including a United States resident alien), that the TIN provided is correct (or that the holder is awaiting a TIN), and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that the holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the Internal Revenue Service has notified the holder that the holder is no longer subject to backup withholding. If the Exchange Agent is not provided with the correct TIN, the tendering holder may be subject to a $50 penalty imposed

9

by the Internal Revenue Service (the “IRS”). In addition, the holder of New Notes may be subject to backup withholding on all reportable payments made after the exchange.

      If the tendering holder is an individual, the TIN is his or her social security number. If the tendering holder is a nonresident alien or a foreign entity not subject to backup withholding, the holder must provide to the Exchange Agent the appropriate completed Form W-8 rather than a Substitute Form W-9. These forms may be obtained from the Exchange Agent. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the “W-9 Guidelines”) for additional instructions. If the Old Notes are in more than one name or are not in the name of the actual owner, the tendering holder should consult the W-9 Guidelines for information regarding which TIN to report.

      If the tendering holder does not have a TIN or does not know its TIN, the holder should check the box in Part 2 of the Substitute Form W-9, write “Applied For” in lieu of its TIN in Part 1, sign and date the form and provide it to the Exchange Agent. In addition, such tendering holder also must sign and date the Certificate of Awaiting Taxpayer Identification Number. A tendering holder that does not have a TIN should consult the W-9 Guidelines for instructions on applying for a TIN. Note: Checking the box in Part 2 of the Substitute Form W-9 and writing “Applied For” in Part 1 means that the tendering holder has already applied for a TIN or that the holder intends to apply for one in the near future. If a tendering holder checks the box in Part 2 and writes “Applied For” in Part 1, backup withholding at the applicable rate will nevertheless apply to all reportable payments made to such holder. If such a holder furnishes its properly certified TIN to the Exchange Agent within 60 days of the Exchange Agent’s receipt of the Substitute Form W-9, however, any amounts so withheld shall be refunded to such holder. If, however, the tendering holder has not provided the Exchange Agent with its TIN within such 60-day period, such previously retained amounts will be remitted to the IRS as backup withholding.

      Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the IRS.

      7. Transfer Taxes. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.

      Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal.

      8. Waiver of Conditions. The Company reserves the right to waive satisfaction of any or all conditions enumerated in the Prospectus.

      9. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

      Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Old Notes nor shall any of them incur any liability for failure to give any such notice.

      10. Mutilated, Lost, Stolen or Destroyed Old Notes. Any holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions.

      11. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, should be directed to the Exchange Agent, at the address and telephone number indicated above.

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TO BE COMPLETED BY ALL TENDERING HOLDERS

(See Instruction 6)

PAYOR’S NAME: LIN TELEVISION CORPORATION
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. For individuals, this is your Social Security Number (“SSN”). For sole proprietors or if your account is in more than one name, see the enclosed W-9 Guidelines. For other entities, it is your Employer Identification Number (“EIN”). If you do not have a number, see how to get a TIN by consulting the enclosed W-9 Guidelines.	TIN: ______________________________________ Social Security Number OR ______________________________________ Employer Identification Number
	_________________________________________________________________________________

Payor’s Request for Taxpayer Identification Number (“TIN”) and Certification	Part 2 — Awaiting TIN  o Part 3 — Exempt Payee. Check box at right if you are an exempt payee.  o
	CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien)
Certification Instructions — You must cross out item (2) of the above certification if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not received another notification from the IRS that you are no longer subject to backup withholding. The Internal Revenue Service does not require your consent to any provisions of this document other than the certifications required to avoid backup withholding.
PLEASE	Signature of U.S. Person	Date
SIGN	Name
HERE	Business Name _________________________________________________________________ (if different from above)
	Address
	City    State    Zip
	Check appropriate box:
	o  Individual/ Sole Proprietor     o  Corporation
	o  Partnership              o  Other

11

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. IN ADDITION, FAILURE TO PROVIDE SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY THE IRS. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED

THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify, under penalties of perjury, that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, the payor may withhold a percentage (currently 28%) of all reportable payments paid to my account until I provide a number. I understand that if I do not provide a taxpayer identification number to the payor within 60 days of the payor’s receipt of the form, such retained amounts will be remitted to the Internal Revenue Service as backup withholding and the specified rate of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a taxpayer identification number.

Signature: _________________________  Date: ____________

12 EX-99.2 26 d29219exv99w2.htm FORM OF NOTICE OF GUARANTEED DELIVERY

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

LIN TELEVISION CORPORATION

Offer to Exchange 6¹/2% Senior Subordinated Notes due 2013 — Class B

Registered under the Securities Act of 1933 for

Outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B Issued September 29, 2005

        This form or one substantially equivalent hereto must be used to accept the Exchange Offer of LIN Television Corporation (the “Company”) made pursuant to the prospectus, dated                    , 2005 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”) if certificates for Old Notes of the Company are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 P.M., Eastern time, on the Expiration Date (as defined below) of the Exchange Offer. This form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York (the “Exchange Agent”) as set forth below. Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON                         , 2005 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

To: The Bank of New York Trust Company, N.A., Exchange Agent

By Registered or Certified Mail or Overnight Courier:	By Hand Delivery:
The Bank of New York Trust Company, N.A	The Bank of New York Trust Company, N.A.
c/o The Bank of New York	c/o The Bank of New York
Corporate Trust Operations	Corporate Trust Operations
101 Barclay Street — 7E	101 Barclay Street — 7E
New York, New York 10286	New York, New York 10286
Attn: Evangeline Gonzales	Attn: Evangeline Gonzales

By Facsimile:

(212) 298-1915

Attn: Evangeline Gonzales

Confirm by telephone:

(212) 815-3738

      DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

      This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal.

Ladies and Gentlemen:

      Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Old Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal.

      The undersigned understands that tenders of Old Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Old Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., Eastern time, on the Expiration Date. Tenders of Old Notes may be withdrawn if the Exchange Offer is terminated or as otherwise provided in the Prospectus.

      All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the successors, assigns, heirs, personal representatives, executors, administrators, trustees in bankruptcy and other legal representatives of the undersigned.

2

Principal Amount of Old Notes Tendered:*	If Old Notes will be delivered by book-entry transfer, provide account number.
$	Account Number:
Certificate Nos. (if available):
Total Principal Amount Represented by Old Notes Certificate(s):
$

*  Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

PLEASE SIGN HERE

x
x
Signature(s) of Holder(s) or Authorized Signatory	Date

This Notice of Guaranteed Delivery must be signed by the holder(s) of Old Notes exactly as their name(s) appear(s) on the certificate(s) for the Old Notes or, if delivered by a participant in DTC, exactly as such participants name appears on a security position listing as the owner of Old Notes or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below beside “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act as provided in the Letter of Transmittal.

Please Type of Print

Name(s): 

________________________________________________________________________________

Capacity: 

________________________________________________________________________________

Address(es): 

________________________________________________________________________________

Area Code and Telephone Number: 

________________________________________________________________________________

3

GUARANTEE

      The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Old Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, within three business days after the Expiration Date.

Name of Firm:	(Authorized Signature)
Address:	Name:
	(Please Type or Print)
	Title:
Zip Code:
Area Code and Tel. No.	Date:

DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM.

CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT

WITH YOUR LETTER OF TRANSMITTAL.

4 EX-99.3 27 d29219exv99w3.htm FORM OF LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES & OTHER NOMINEES

EXHIBIT 99.3

BROKER DEALER LETTER

LIN TELEVISION CORPORATION

Offer to Exchange 6¹/2% Senior Subordinated Notes due 2013 — Class B Registered under the Securities Act of 1933 for Outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B Issued September 29, 2005

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      LIN Television Corporation (the “Company”) is offering to exchange (the “Exchange Offer”), upon and subject to the terms and conditions set forth in the prospectus, dated                    , 2005 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), its 6¹/2% Senior Subordinated Notes due 2013 — Class B and the associated guarantees which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B issued September 29, 2005 and the associated guarantees (together, the “Old Notes”), which are not registered under the Securities Act. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement, dated as of September 29, 2005, among the Company, the Guarantors referred to therein and the Initial Purchasers referred to therein.

      We are requesting that you contact your clients for whom you hold Old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Old Notes registered in your name or in the name of your nominee, or who hold Old Notes registered in their own names, we are enclosing the following documents:

      1. Prospectus, dated                    , 2005;

      2. The Letter of Transmittal for your use and for the use of your clients who hold Old Notes registered in their own names and for the information of your clients for whom you hold Old Notes registered in your name or in the name of your nominee;

      3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Old Notes are not immediately available or time will not permit all required documents to reach the Exchange Agent (as defined below) prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;

      4. A form of letter which may be sent to your clients for whose account you hold Old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer;

      5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

      6. Return envelopes addressed to The Bank of New York Trust Company, N.A., the exchange agent for the Old Notes (the “Exchange Agent”).

      YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON                     , 2005, UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION DATE”). THE OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE.

      The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent for the Exchange Offer). The Company will pay or cause to be paid any transfer taxes, if any, applicable to the exchange of Old Notes pursuant to the Exchange Offer, or the transfer of Old Notes to it, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal. The Company may, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for their reasonable out-of-pocket expenses incurred in forwarding copies of the Prospectus, Letter of Transmittal and related documents to the beneficial owners of the Old Notes and in handling or forwarding tenders for exchange.

      To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Old Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

      If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

      Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the Old Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

LIN TELEVISION CORPORATION

      NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY, THE EXCHANGE AGENT OR ANY AFFILIATE OF EITHER OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

2 EX-99.4 28 d29219exv99w4.htm FORM OF LETTER TO CLIENTS

EXHIBIT 99.4

CLIENT LETTER

LIN TELEVISION CORPORATION

Offer to Exchange 6¹/2% Senior Subordinated Notes due 2013 — Class B Registered under the Securities Act of 1933 for Outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B Issued September 29, 2005

To Our Clients:

      Enclosed for your consideration is a prospectus, dated                    , 2005 (the “Prospectus”), and the enclosed Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of LIN Television Corporation (the “Company”) to exchange its 6¹/2% Senior Subordinated Notes due 2013 — Class B and the associated guarantees, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for its outstanding 6¹/2% Senior Subordinated Notes due 2013 — Class B issued September 29, 2005 and the associated guarantees (together, the “Old Notes”), which are not registered under the Securities Act, upon the terms and subject to the conditions described in the Prospectus. The Exchange Offer is being made in order to satisfy obligations of the Company contained in the Exchange and Registration Rights Agreement, dated as of September 29, 2005, among the Company, the Guarantors referred to therein and the Initial Purchasers referred to therein.

      This material is being forwarded to you as the beneficial owner of the Old Notes carried by us in your account but not registered in your name. A tender of such Old Notes may only be made by us as the holder of record and pursuant to your instructions.

      Accordingly, we request instructions as to whether you wish us to tender on your behalf the Old Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

      Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange offer will expire at 5:00 p.m., Eastern time, on                     , 2005, unless extended by the Company (the “Expiration Date”). Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., Eastern time, on the Expiration Date.

      The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered.

      Your attention is directed to the following:

      1. The Exchange Offer is for any and all Old Notes.

      2. The Exchange Offer is subject to conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”

      3. The Exchange Offer expires at 5:00 p.m., Eastern time, on the Expiration Date, unless extended by the Company.

      4. Any transfer taxes incident to the transfer of the Old Notes from the tendering holder to the Company will be paid by the Company, except as otherwise provided in the Prospectus and the Letter of Transmittal.

      IF YOU WISH TO TENDER YOUR OLD NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE BACK OF THIS LETTER. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Old Notes.

      If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Old Notes in your account. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon will constitute an instruction to us to tender all the Old Notes held by us for your account.

      Please carefully review the enclosed material as you consider the Exchange Offer.

INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by LIN Television Corporation with respect to its Old Notes.

      This will instruct you to tender the Old Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

      Please tender the Old Notes held by you for the account of the undersigned as indicated below:

• The aggregate face amount of Old Notes held by you for the account of the undersigned is

(fill in amount):

$          of 6¹/2% Senior Subordinated Notes due 2013 — Class B.

• With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

 o To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes (in integral multiples of $1,000 only) to be tendered (if any)):

$          of 6¹/2% Senior Subordinated Notes due 2013 — Class B.

 o NOT to TENDER any Old Notes held by you for the account of the undersigned.

      If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of Old Notes; (b) to make such agreements, representations and warranties, on behalf of the undersigned, as are set forth in the Letter of Transmittal; and (c) to take such other action as may be necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of such Old Notes.

Name of beneficial owner(s) (please print): 

Signature(s): 

Address: 

Telephone Number: 

Taxpayer Identification or Social Security Number: 

Date: 

2 EX-99.5 29 d29219exv99w5.htm FORM OF TAX GUIDELINES

EXHIBIT 99.5

TAX GUIDELINES

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

      Guidelines for Determining the Proper Identification Number to Give the Payer. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

		Give the SOCIAL
		SECURITY number
For this type of account:		of: —
1.	An individual’s account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (l)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship account or an account of a single-owner LLC	The owner(3)

		Give the EMPLOYER
		IDENTIFICATION number
For this type of account:		of: —
6.	Sole proprietorship account or an account of a single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust account	The legal entity (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title)(4)
8.	Corporate account or an account of an LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational or other tax-exempt organization account	The organization
10.	Partnership or multi-member LLC account	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s Social Security number.
(3)	You must show your individual name, and you may also enter your business or “doing business as” name on the second name line. You may use either your Social Security number or employer identification number (if you have one). If you are a sole proprietor, the IRS encourages you to use your Social Security number.
(4)	List first and circle the name of the legal trust, estate, or pension trust.

Note:     If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining A Number

If you don’t have a taxpayer identification number or you don’t know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for business and all other entities), and apply for a number. These forms are available at the local office of the Social Security Administration or the Internal Revenue Service, on the internet at http://www.irs.gov, or by calling 1 (800) TAX-FORM.

Payees Exempt from Backup Withholding

Payees specifically exempt from backup withholding on ALL payments include the following:

  •  An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), any individual retirement account, or a custodial account under Section 403(b)(7) of the Code if the account satisfies the requirements of Section 401(f)(2) of the Code.

  •  The United States or any agency or instrumentality thereof.

  •  A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof.

  •  A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.

  •  An international organization, or any agency or instrumentality thereof.

Payees that MAY BE EXEMPT from backup withholding include the following:

  •  A corporation.

  •  A financial institution.

  •  A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.

  •  A futures commission merchant registered with the Commodity Futures Trading Commission.

  •  A real estate investment trust.

  •  A common trust fund operated by a bank under Section 584(a) of the Code.

  •  A trust exempt from tax under Section 664 of the Code or described in Section 4947 of the Code.

  •  An entity registered at all times during the tax year under the Investment Company Act of 1940.

  •  A foreign central bank of issue.

  •  A middleman known in the investment community as a nominee or custodian.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

  •  Payments to nonresident aliens subject to withholding under Section 1441 of the Code.

  •  Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

  •  Payments of patronage dividends where the amount received is not paid in money.

  •  Payments made by certain foreign organizations.

  •  Section 404(k) distributions made by an employee stock option plan.

Payments of interest not generally subject to backup withholding include the following:

  •  Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer’s trade or business and you have not provided your correct taxpayer identification number to the payer.

  •  Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code).

  •  Payments described in Section 6049(b)(5) of the Code to nonresident aliens.

  •  Payments on tax-free covenant bonds under Section 1451 of the Code.

  •  Payments made by certain foreign organizations.

  •  Mortgage or student loan interest.

Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX IN PART 3 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH THE PAYER THE APPROPRIATE COMPLETED IRS FORM W-8.

Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, and 6050N of the Code and the regulations promulgated thereunder.

Privacy Act Notice. — Section 6109 of the Code requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax returns. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a percentage (currently 28%) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Penalty for Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

(4) Failure to Report Certain Dividend and Interest Payments. — If you fail to include any portion of an includible payment for interest, dividends, or patronage dividends in gross income, such failure is strong evidence of negligence. If negligence is shown, you will be subject to a penalty of 20% on any portion of an underpayment attributable to that failure.

(5) Misuse of Taxpayer Identification Numbers. — If the requester discloses or uses taxpayer identification numbers in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX

CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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